EXHIBIT 99.4
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EXCHANGE AGREEMENT
dated as of December 31, 2001
by and among
CORAM, INC.
and
NOTEHOLDERS NAMED HEREIN
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TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS............................................................................................2
ARTICLE 2 THE PURCHASE OF THE DECEMBER 2001 PREFERRED STOCK.....................................................11
2.1 Authorization of Issue.................................................................................11
2.2 December 2001 Preferred Stock..........................................................................11
2.3 December 2001 Notes....................................................................................11
2.4 Closing................................................................................................11
ARTICLE 3 NOTEHOLDERS' REPRESENTATIONS..........................................................................12
3.1 Investment Intention...................................................................................12
3.2 Accredited Investor....................................................................................12
3.3 Corporate Existence....................................................................................12
3.4 Power; Authorization; Enforceable Obligations..........................................................12
3.5 Ownership of Exchange Notes............................................................................13
3.6 Information............................................................................................13
3.7 No General Solicitation................................................................................13
3.8 California Blue Sky....................................................................................13
3.9 New York Blue Sky......................................................................................13
ARTICLE 4 COMPANY'S REPRESENTATIONS AND WARRANTIES..............................................................14
4.1 Authorized and Outstanding Stock.......................................................................14
4.2 Authorization and Issuance of the December 2001 Preferred Stock........................................14
4.3 Securities Laws........................................................................................14
4.4 Corporate Existence: Compliance with Law..............................................................14
4.5 Subsidiaries...........................................................................................15
4.6 Corporate Power; Authorization; Enforceable Obligations................................................15
4.7 Financial Condition....................................................................................15
TABLE OF CONTENTS
(CONTINUED)
PAGE
4.8 Properties.............................................................................................16
4.9 Adverse Agreements, Etc................................................................................16
4.10 Environmental Matters..................................................................................16
4.11 Labor Matters..........................................................................................16
4.12 Holding Company and Investment Company Acts............................................................17
4.13 Taxes..................................................................................................17
4.14 Litigation.............................................................................................17
4.15 Brokers................................................................................................17
4.16 Governmental Approvals.................................................................................17
4.17 Patents, Trademarks, Copyrights and Licenses...........................................................18
4.18 Compliance with Laws, Etc..............................................................................18
4.19 ERISA..................................................................................................18
4.20 Registration Under Exchange Act; Registration Rights...................................................19
4.21 Full Disclosure........................................................................................19
4.22 Insurance..............................................................................................19
4.23 Joint Ventures.........................................................................................19
4.24 Permits, Etc...........................................................................................19
ARTICLE 5 COVENANTS.............................................................................................20
5.1 Affirmative and Financial Covenants....................................................................20
5.2 Negative Covenants.....................................................................................23
5.3 Certain Tax Matters....................................................................................25
5.4 Status of Dividends....................................................................................26
ARTICLE 6 CONDITIONS PRECEDENT..................................................................................27
6.1 Conditions Precedent...................................................................................27
TABLE OF CONTENTS
(CONTINUED)
PAGE
6.2 Additional Conditions..................................................................................28
ARTICLE 7 SECURITIES LAW MATTERS................................................................................28
7.1 Legends................................................................................................28
ARTICLE 8 INDEMNIFICATION.......................................................................................29
ARTICLE 9 EXPENSES..............................................................................................29
ARTICLE 10 MISCELLANEOUS........................................................................................29
10.1 Notices................................................................................................29
10.2 Binding Effect; Benefits...............................................................................30
10.3 Amendment..............................................................................................31
10.4 Successors and Assigns; Assignability..................................................................31
10.5 Remedies...............................................................................................31
10.6 Section and Other Headings.............................................................................31
10.7 Severability...........................................................................................31
10.8 Counterparts...........................................................................................31
10.9 Publicity..............................................................................................32
10.10 Governing Law; Waiver of Jury Trial.................................................................32
10.11 Bankruptcy Court Subservience.......................................................................32
10.12 December 2000 Exchange Agreement....................................................................32
SCHEDULES
Schedule 1.1(a) December 2000 Notes
Schedule 1.1(b) December 2001 Notes
Schedule 4.1 Stockholders and Stock
Schedule 4.5 Subsidiaries
Schedule 4.6 Enforceable Obligations
Schedule 4.7 Financial Condition
Schedule 4.8 Properties
Schedule 4.13 Taxes
Schedule 4.14 Litigation
Schedule 4.16 Governmental Approvals
Schedule 4.17 Patents, Trademarks, Copyrights and Licenses.
Schedule 4.22 Insurance
Schedule 4.23 Joint Ventures
Schedule 4.24 Permits
Schedule 5.2(a) Existing Investments
Schedule 5.2(e) Permitted Liens
Schedule 5.2(f) Permitted Indebtedness
EXHIBITS
Exhibit A Amended and Restated Bylaws
Exhibit B Amended and Restated Certificate of Designation
Exhibit C Opinion of Xxxx Xxxxx, LLP
Exhibit D Opinion of Xxxxx Xxxxxx, Esq.
Exhibit E Bankruptcy Court Order
EXCHANGE AGREEMENT
THIS
EXCHANGE AGREEMENT, dated as of December 31, 2001, by and
among CORAM, INC., a Delaware corporation (the "COMPANY"), XXXXXXX XXXXX CREDIT
PARTNERS, L.P. ("GSCP"), CERBERUS PARTNERS, L.P. ("CERBERUS") and FOOTHILL
CAPITAL CORPORATION ("FOOTHILL") (GSCP, Cerberus and Foothill collectively
referred to herein as "NOTEHOLDERS" and individually as a "NOTEHOLDER").
Recitals
WHEREAS, pursuant to a Securities
Exchange Agreement, dated as
of May 6, 1998, among the Company,
Coram Healthcare Corporation, a Delaware
corporation ("HOLDINGS"), and Noteholders, as amended (the "SECURITIES
EXCHANGE
AGREEMENT"), the Company was indebted to Noteholders, on or about the date
thereof, in the aggregate principal amount of approximately $251,007,471, of
which $158,923,372 related to the Series A Notes held by Noteholders and
$92,084,099 related to the Series B Notes held by Noteholders (such Notes being
collectively referred to as the "MAY 1998 NOTES");
WHEREAS, on August 8, 2000, the Company and Holdings commenced
cases (the "CHAPTER 11 CASES") under Chapter 11 of Title 11 of the United States
Code (the "BANKRUPTCY CODE") in the United States Bankruptcy Court for the
District of Delaware (the "BANKRUPTCY COURT");
WHEREAS, pursuant to an
Exchange Agreement, dated as of
December 29, 2000, by and among the Company and Noteholders, as amended (the
"DECEMBER 2000
EXCHANGE AGREEMENT"), Noteholders exchanged $97,715,434 of the
Series A Notes and forgave $11,610,542 of accrued but unpaid interest on the May
1998 Notes for the period from July 16, 2000 to December 29, 2000 for an
aggregate of 905 shares (together with any shares issued as dividends under
Section 3(b) of the Amended and Restated Certificate of Designation prior to the
date hereof, the "DECEMBER 2000 PREFERRED STOCK") of the Series A Preferred
Stock, $0.001 par value per share, of the Company, the terms of which are set
forth in the Amended and Restated Certificate of Designation (the "SERIES A
PREFERRED STOCK");
WHEREAS, following the consummation of the transactions
contemplated by the December 2000
Exchange Agreement, Noteholders held
$61,207,938 aggregate principal amount of the Series A Notes and retained
$92,084,099 principal amount the Series B Notes (such Notes being collectively
referred to as the "DECEMBER 2000 NOTES");
WHEREAS, the Company has requested Noteholders to exchange
$21,000,000 of the Series A Notes and to forgive $1,900,500 of accrued but
unpaid interest on the December 2000 Notes for the period from December 29, 2000
to December 31, 2001 (such December 2000 Notes being exchanged hereby being
referred to as the "EXCHANGE NOTES") for their pro rata share of 189.5705 shares
of the Series A Preferred Stock (the "DECEMBER 2001 PREFERRED STOCK" and,
together with the December 2000 Preferred Stock, the "PREFERRED STOCK");
WHEREAS, following the consummation of the transactions
contemplated by this Agreement, Noteholders will hold $40,207,938 aggregate
principal amount of the Series A Notes
and will retain $92,084,099 principal amount the Series B Notes (such Notes
being collectively referred to as the "DECEMBER 2001 NOTES"); and
WHEREAS, following the consummation of the transactions
contemplated by this Agreement, Noteholders will own the Preferred Stock, which
shall constitute all of the issued and outstanding shares of Series A Preferred
Stock.
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, it is agreed as follows:
ARTICLE 1
DEFINITIONS
"ACQUISITION THRESHOLD" shall mean 20% of the gross fixed
assets of Holdings, as reflected on the most recent consolidated balance sheet
provided to Noteholders pursuant to Section 5.1(b)(iii) of this Agreement.
"AFFILIATE" shall mean, with respect to any Person, (i) each
Person that, directly or indirectly, owns or controls, as to any Person, any
other Person that directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the Stock having ordinary voting
power for the election of directors of such Person or (ii) direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise. Notwithstanding anything herein to the contrary, in no event shall
any Noteholder be considered an "Affiliate" of the Company or any of its
Subsidiaries.
"AMENDED AND RESTATED BYLAWS" shall mean the Bylaws of the
Company, as amended and restated on December 31, 2001, a copy of which is
attached hereto as Exhibit A.
"AMENDED AND RESTATED CERTIFICATE OF DESIGNATION" shall mean
the Certificate of Amendment of Certificate of Designation of the Company, filed
with the Delaware Secretary of State on December 31, 2001, a copy of which is
attached hereto as Exhibit B.
"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" shall mean
the Certificate of Amendment and Restatement of Certificate of Incorporation of
the Company, filed with the Delaware Secretary of State on December 29, 2000.
"BANKRUPTCY CODE" shall have the meaning set forth in the
recitals hereof.
"BANKRUPTCY COURT" shall have the meaning set forth in the
recitals hereof.
"BUSINESS DAY" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions are authorized or obligated by law
or executive order to close in the State of
New York.
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"BUSINESS PLAN" means a schedule of projected cash receipts,
cash disbursements and monthly cash flows of the Company and its Subsidiaries
prepared on an annual basis.
"CAPITAL LEASE" shall mean, with respect to any Person, any
lease of any property (whether real, personal or mixed) by such Person as lessee
that, in accordance with GAAP, either would be required to be classified and
accounted for as a capital lease on a balance sheet of such Person or otherwise
be disclosed as a capital lease in a note to such balance sheet, other than, in
the case of the Company or a Subsidiary of the Company, any such lease under
which the Company or such Subsidiary is the lessor.
"CAPITAL LEASE OBLIGATION" shall mean, with respect to any
Capital Lease, the amount of the obligation of the lessee thereunder that, in
accordance with GAAP, would appear on a balance sheet of such lessee in respect
of such Capital Lease or otherwise be disclosed in a note to such balance sheet.
"CASH EQUIVALENTS" shall mean (i) marketable direct
obligations issued or unconditionally guaranteed by the United States government
or issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within 90 days from the date of acquisition
thereof; (ii) commercial paper, maturing not more than 90 days after the date of
issue rated P- I by Xxxxx'x Investors Service, Inc. and its successors
("MOODY'S") or A- I by Standard & Poor's Ratings Service, a division of The
XxXxxx-Xxxx Companies, Inc. or any successor ("STANDARD & POOR'S"); (iii)
certificates of deposit maturing not more than 90 days after the date of issue,
issued by commercial banking institutions and money market or demand deposit
accounts maintained at commercial banking institutions, each of which is a
member of the Federal Reserve System and has a combined capital and surplus and
undivided profits of not less than $500,000,000; (iv) repurchase agreements
having maturities of not more than 90 days from the date of acquisition which
are entered into with major money center banks included in the commercial
banking institutions described in clause (iii) above and which are secured by
readily marketable direct obligations of the Government of the United States of
America or any agency thereof; (v) money market accounts maintained with mutual
funds having assets in excess of $2,000,000,000; and (vi) tax exempt securities
rated A or better by Moody's or A+ or better by Standard & Poor's.
"CERBERUS" shall have the meaning set forth in the preamble
hereof.
"CHAPTER 11 CASES" shall have the meaning set forth in the
recitals hereof.
"CLOSING" shall have the meaning set forth in Section 2.4
hereof.
"CLOSING DATE" shall have the meaning set forth in Section 2.4
hereof.
"COMMON STOCK" shall mean the common stock, $1.00 par value
per share, of the Company.
"COMPANY" shall have the meaning set forth in the recitals
hereof.
"CONTEST" shall have the meaning set forth in Section 5.3(c)
hereof.
3
"DECEMBER 2000
EXCHANGE AGREEMENT" shall have the meaning set
forth in the recitals hereof.
"DECEMBER 2000 NOTES" shall have the meaning set forth in the
recitals hereof, which are more fully set forth in Schedule 1.1(a).
"DECEMBER 2000 PREFERRED STOCK" shall have the meaning set
forth in the recitals hereof.
"DECEMBER 2001 NOTES" shall have the meaning set forth in the
recitals hereof, which are more fully set forth in Schedule 1.1(b).
"DECEMBER 2001 PREFERRED STOCK" shall have the meaning set
forth in the recitals hereof.
"DEFAULT" shall mean any event which, with the passage of time
or notice or both, would, unless cured or waived, become an Event of Default.
"DIVIDENDS DEDUCTION LAWS" shall have the meaning set forth in
Section 5.4 hereof.
"DIVIDENDS-RECEIVED DEDUCTION" shall have the meaning set
forth in Section 5.3(a) hereof.
"EMPLOYEE PLAN" means an employee benefit plan (other than a
Multiemployer Plan) covered by Title IV of ERISA and maintained (or was
maintained at any time during the six (6) calendar years preceding the date
hereof) for employees of the Company or any of its ERISA Affiliates.
"ENVIRONMENTAL ACTIONS" means any complaint, summons,
citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter or other communication from any
Governmental Authority involving violations of Environmental Laws or Releases of
Hazardous Materials (i) from any assets, properties or businesses of the Company
or any of its Subsidiaries or any predecessor in interest; (ii) from adjoining
properties or businesses; or (iii) onto any facilities which received Hazardous
Materials generated by the Company or any of its Subsidiaries or any predecessor
in interest.
"ENVIRONMENTAL LAWS" means the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. Section 180 1, et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), the
Federal Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42
U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.
Section 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C.
Section 651 et seq.), as such laws may be amended or otherwise modified from
time to time, and any other present or future federal, state, local or foreign
statute, ordinance, rule, regulation, order, judgment, decree, pen-nit, license
or other binding determination of any Governmental Authority imposing liability
or establishing standards of conduct for protection of the environment.
4
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974 (or any successor legislation thereto), as amended from time to time and
any regulations promulgated thereunder.
"ERISA AFFILIATE" shall mean, with respect to the Company, any
trade or business (whether or not incorporated) under common control with the
Company and which, together with the Company, are treated as a single employer
within the meaning of Sections 414(b), (c), (m) or (o) of the IRC, excluding
Noteholders and each other person which would not be an ERISA Affiliate if
Noteholders did not own any issued and outstanding shares of Stock of the
Company.
"EVENT OF DEFAULT" shall mean (i) the occurrence of (A) any
breach of any covenant set forth in Section 5.2 of this Agreement that remains
uncured for a period of 15 days after receipt by the Company of written notice
thereof by Noteholders, (B) the non-payment of any dividend when due, or (C) the
commencement by the Company or any of its Subsidiaries of a voluntary case
(other than the Chapter 11 Cases) or the consent to or entry of an order for
relief by a court of competent jurisdiction against the Company or its
Subsidiaries, appointing a custodian of the Company or for all or substantially
all of its property, making a general assignment for the benefit of the
Company's creditors, ordering the liquidation of the Company or its Subsidiaries
or if the Company is generally not paying its debts as they become due, in which
case of (A), (B) or (C), Noteholders, shall be entitled to exercise any
available remedies under the Amended and Restated Certificate of Designation
(subject to the Stockholder Agreement), or (ii) the occurrence of any breach of
any representation or warranty in any material respect, or of any other
agreement of the Company or any covenant set forth in Section 5.1 of this
Agreement, in each case which remains uncured for a period of 45 days after
receipt by the Company of written notice thereof by Noteholders, in which case
Noteholders shall be entitled to exercise all available remedies other than the
election of additional directors to the board of directors of the Company under
Section 5 of the Amended and Restated Certificate of Designation.
"EXCESS DISTRIBUTION" shall have the meaning set forth in
Section 5.3(a) hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and all rules and regulations promulgated thereunder.
"EXCHANGE NOTES" shall have the meaning set forth in the
recitals hereof.
"FINAL DETERMINATION" shall have the meaning, set forth in
Section 5.3(b).
"FISCAL YEAR" shall mean the twelve-month period ending
December 31. Subsequent changes of the fiscal year of the Company shall not
change the term "Fiscal Year," unless Noteholders shall consent in writing to
such changes.
"FOOTHILL" shall have the meaning set forth in the preamble
hereof.
"GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time.
5
"GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
"GROSS-UP PAYMENT" shall have the meaning set forth in Section
5.3(a) hereof.
"GSCP" shall have the meaning set forth in the preamble
hereof.
"GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any
obligation of such Person guaranteeing any Indebtedness, lease, dividend, or
other obligation ("primary obligations") of any other Person (the "primary
obligor") in any manner including, without limitation, any obligation or
arrangement of such Person (a) to purchase or repurchase any such primary
obligation, (b) to advance or supply funds (i) for the purchase or payment of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, or (d) to indemnify the owner of such
primary obligation against loss in respect thereof; provided, however, that
Guaranteed Indebtedness shall not include guarantees by the Company or its
Subsidiaries of Indebtedness or other obligations of the Company or its
Subsidiaries.
"HAZARDOUS MATERIALS" means (i) any element, compound or
chemical that is defined, listed or otherwise classified as a contaminant,
pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous
substance or chemical, hazardous waste, special waste, or solid waste under
Environmental Laws; (ii) petroleum and its refined products; (iii)
polychlorinated biphenyls; (iv) any substance exhibiting a hazardous waste
characteristic, including but not limited to, corrosivity, ignitability,
toxicity or reactivity as well as any radioactive or explosive materials; and
(v) any raw materials, building components, including but not limited to
asbestos-containing materials and manufactured products containing hazardous
substances; provided, however, (x) in the event that any Environmental Law is
amended so as to broaden the meaning of any term defined thereby, such broader
meaning shall apply subsequent to the effective date of such amendment and (y)
to the extent that the applicable laws of any state establish a meaning for
"hazardous material," "hazardous substance", "hazardous waste," "solid waste" or
"toxic substance" which is broader than that specified in any federal
Environmental Law, such broader meaning shall apply in the relevant state.
"HOLDINGS" shall have the meaning set forth in the preamble
hereof.
"INDEBTEDNESS" of any Person shall mean (i) all indebtedness
of such Person for borrowed money or for the deferred purchase price of property
or services (including, without limitation, reimbursement and all other
obligations with respect to surety bonds, letters of credit and bankers'
acceptances, whether or not matured, but not including obligations to trade
creditors incurred in the ordinary course of business), (ii) all obligations
evidenced by notes, bonds, debentures or similar instruments, (iii) all
indebtedness created or arising under any conditional sale or other title
retention agreements with respect to property acquired by such Person (even
6
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (iv)
all Capital Lease Obligations, (v) all Guaranteed Indebtedness, (vi) all
Indebtedness referred to in clause (i), (ii), (iii), (iv) or (v) above secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness and (vii) all liabilities under Title IV of ERISA.
"IRC" shall mean the Internal Revenue Code of 1986, as
amended, and any successor thereto.
"IRS" shall mean the Internal Revenue Service, or any
successor thereto.
"JOINT VENTURE" shall mean with respect to any Person at any
date, any corporation, limited or general partnership, limited liability
company, trust, association, or other entity of which 50% or less of (A) the
outstanding Stock having (in the absence of contingencies) ordinary voting power
to vote in the election of one or more members of the board of directors of such
corporation, (B) the interest in the capital or profits of such partnership or
limited liability company, or (C) the beneficial interest in such trust or
estate is, at the time of determination, owned or controlled directly or
indirectly through one or more intermediaries, by such Person.
"LIEN" shall mean any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, easement or encumbrance, or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing, and
the filing of, or agreement to give, any financing statement perfecting a
security interest as to assets owned by the relevant Person under the Uniform
Commercial Code or comparable law of any jurisdiction).
"LOSSES" shall have the meaning set forth in Article 8 hereof.
"MATERIAL ADVERSE EFFECT" shall mean material adverse effect
on the business, assets, operations, prospects or financial or other condition
of the Company and its Subsidiaries, if any, taken as a whole.
"MAY 1998 NOTES" shall have the meaning set forth in the
recitals hereof.
"MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA, and to which the Company, any of its
Subsidiaries or any ERISA Affiliate is making, is obligated to make, has made or
been obligated to make contributions on behalf of participants who are or were
employed by any of them.
"NOTEHOLDER" or "NOTEHOLDERS" shall have the meaning set forth
in the preamble hereof. "NOTEHOLDERS" shall also include, for purposes of
Article 3, any designee of a Noteholder that holds any or all of such
Noteholder's shares of the December 2001 Preferred Stock.
7
"PAYMENT DATE" shall have the meaning set forth in Section
5.3(b) hereof.
"PERMITTED INDEBTEDNESS" shall mean, with respect to the
Company, (a) any Indebtedness existing on the date hereof as set forth in
Schedule 5.2(f) and any extensions, renewals, or replacements of such
Indebtedness to the extent that (i) the aggregate principal amount of such
Indebtedness is not at any time increased, (ii) no material terms applicable to
such Indebtedness shall be more favorable to the extending, renewing or
replacement lenders than the terms that are applicable to the holders of such
Indebtedness on the date hereof, and (iii) the interest rate applicable to such
Indebtedness shall be a market interest rate as of the time of such extension,
renewal, or replacement; (b) Indebtedness secured by Liens permitted by clauses
(f), (h) and (j) of the definition of the term Permitted Liens; (c) intercompany
Indebtedness between (i) the Company and any wholly owned Subsidiary or (ii) any
wholly owned Subsidiary and any other wholly owned Subsidiary; (d) any
reimbursement obligations of the Company or its Subsidiaries in connection with
letters of credit issued by financial institutions for the account of the
Company; (e) any Capital Lease Obligation of the Company or its Subsidiaries,
entered into in the ordinary course of business and consistent with past
practices; and (f) Indebtedness owing by a Subsidiary existing at the time such
Subsidiary was acquired (or assumed by the Company or such Subsidiary at the
time assets of such Subsidiary were acquired) and any extensions, renewals, or
replacements of such Indebtedness to the extent that (i) the aggregate principal
amount of such Indebtedness is not at any time increased, (ii) no material terms
applicable to such Indebtedness shall be more favorable to the extending,
renewing or replacement lenders than the terms that are applicable to the
holders of such Indebtedness on the date hereof and (iii) the interest rate
applicable to such Indebtedness shall be a market interest rate as of the time
of such extension, renewal or replacement, provide, however, that, such
Indebtedness was not incurred or created in connection with or in contemplation
of such acquisition.
"PERMITTED LIENS" shall mean (a) Liens for taxes, assessments
and governmental charges the payment of which is not required under Section
5.1(d) unless such taxes, assessments or charges are being contested by the
Company in good faith; (b) Liens imposed by law, such as carriers',
warehousemen's, mechanics', materialmen's and other similar Liens arising in the
ordinary course of business and securing obligations (other than Indebtedness
for borrowed money); (c) Liens existing on the on the date hereof, as set forth
on Schedule 5.2(e), but not the extension of coverage thereof to other property
or the extension of maturity, refinancing or other modification of the terms
thereof or the increase of the Indebtedness secured thereby; (d) deposits and
pledges securing (i) obligations incurred in respect of workers' compensation,
unemployment insurance or other forms of governmental insurance or benefits,
(ii) the performance of bids, tenders, leases, contracts, including those for
utilities (other than for the payment of money) and statutory obligations, or
(iii) obligations on surety or appeal bonds, but only to the extent such
deposits or pledges are incurred or otherwise arise in the ordinary course of
business and secure obligations not past due; (e) easements, zoning
restrictions, and similar encumbrances on real property and minor irregularities
in the title thereto that do not (i) secure obligations for the payment of money
or (ii) materially impair the value of such property or its use by any of the
Company or its Subsidiaries in the normal conduct of such Person's business; (f)
Liens upon real or personal property acquired or held in the ordinary course of
business at the time of acquisition or improvement of such property to secure
the purchase price thereof or incurred solely to finance the acquisition or
improvement of such property, provided that (A)
8
such Liens do not cover property other than the property acquired or improved,
and (B) the Indebtedness secured by, such Liens does not in any case exceed the
lesser of the cost or fair market value of such property at the time of such
acquisition; (g) Liens incurred in connection with the Capital Lease Obligations
of the Company or its Subsidiaries, entered into in the ordinary course of
business and consistent with past practices; (h) Liens to secure insurance
cancellation premiums relating to insurance maintained by the Company for
Noteholders in the ordinary course of business; (i) Liens on cash collateral
pledged to support reimbursement obligations with respect to the letters of
credit described in clause (e) of the definition of Permitted Indebtedness; and
(j) Liens to secure Indebtedness incurred by the Company under or in connection
with a revolving loan or other credit facility, which facility is (i) approved
by an order of the Bankruptcy Court and (b) funded by one or more of the
Noteholders or any of their Affiliates.
"PERSON" shall mean any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
entity or government (whether federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality, division, agency,
body, or department thereof).
"PREFERRED STOCK" shall have the meaning set forth in the
recitals hereof.
"RELEASE" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, seeping,
migrating, dumping, or disposing of any Hazardous Material (including the
abandonment or discarding of barrels, containers and other closed receptacles
containing any Hazardous Material) into the indoor or outdoor environment,
including ambient air, soil, surface or ground water.
"REMEDIAL ACTION" means all actions taken to (i) clean up,
remove, remediate, contain, treat, monitor, assess, evaluate, or in any other
way address Hazardous Materials in the indoor or outdoor environment; (ii)
prevent or minimize a Release or threatened Release of Hazardous Materials so
they do not migrate or endanger or threaten to endanger public health or welfare
or the indoor or outdoor environment; (iii) perform pre-remedial studies and
investigations and post-remedial operation and maintenance activities; or (iv)
any other actions authorized by 42 U.S.C. 9601.
"RESTRICTED PAYMENT" shall mean (i) the declaration of any
dividend or the incurrence of any liability to make any other payment or
distribution of cash or other property or assets in respect of the Company's
Stock or (ii) any payment on account of the purchase, redemption, or other
retirement of the Company's Stock, or any other payment or distribution made in
respect of any Stock of the Company, either directly or indirectly.
"SEC" shall mean the U.S. Securities and Exchange Commission,
or any successor thereto.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and all rules and regulations promulgated thereunder.
9
"SECURITIES EXCHANGE AGREEMENT" shall have the meaning set
forth in the recitals hereof.
"SERIES A NOTES" shall mean the Series A Senior Subordinated
Notes issued by the Company to Noteholders in connection with the Securities
Exchange Agreement, together with any notes issued in substitution therefor.
"SERIES A PREFERRED STOCK" shall have the meaning set forth in
the recitals hereof.
"SERIES B NOTES" shall mean the Series B Senior Subordinated
Convertible Notes issued by the Company to Noteholders issued in connection with
the Securities Exchange Agreement, together with any notes issued in
substitution therefor.
"STOCK" shall mean all shares, options, warrants, general or
limited partnership interests, limited liability company membership interest,
participations, or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company, or equivalent entity
whether voting or nonvoting, including, without limitation, common stock,
preferred stock, or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the SEC under the
Exchange Act).
"STOCKHOLDER AGREEMENT" shall mean the Stockholder Agreement,
dated as of December 29, 2000, by and among the Company, Noteholders and each of
the other stockholders party thereto, as amended on the date hereof and as such
agreement may be amended, supplemented or otherwise modified from time to time.
"SUBSIDIARY" shall mean with respect to any Person at any
date, any corporation, limited or general partnership, limited liability
company, trust, association, or other entity (i) the accounts of which would be
consolidated with those of such Person in such Person's consolidated financial
statements if such financial statements were prepared in accordance with GAAP or
(ii) of which more than 50% of (A) the outstanding Stock having (in the absence
of contingencies) ordinary voting power to vote in the election of one or more
members of the board of directors of such corporation, (B) the interest in the
capital or profits of such partnership or limited liability company, or (C) the
beneficial interest in such trust or estate is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries,
by such Person.
"TRANSACTION DOCUMENTS" shall mean this Agreement, the Amended
and Restated Certificate of Incorporation, the Amended and Restated Certificate
of Designation, the Amended and Restated Bylaws, the Stockholder Agreement,
Amendment No. 5 to Securities Exchange Agreement, the December 2001 Notes and
guarantees contemplated thereby.
"WARN" shall have the meaning set forth in Section 4.19.
References to this "AGREEMENT" shall mean this Exchange
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to the Agreement
as the same may be in effect at the time such reference becomes operative. Any
accounting term used in this Agreement shall have, unless
10
otherwise specifically provided herein, the meaning customarily given such term
in accordance with GAAP, and all financial computations hereunder shall be
computed, unless otherwise specifically provided herein, in accordance with GAAP
consistently applied. That certain terms or computations are explicitly modified
by the phrase "in accordance with GAAP" shall in no way be construed to limit
the foregoing. The words "herein," "hereof' and "hereunder" and other words of
similar import refer to this Agreement as a whole, including the Exhibits and
Schedules hereto, as the same may from time to time be amended, modified or
supplemented, and not to any particular section, subsection or clause contained
in this Agreement. Wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the singular and the
plural, and pronouns stated in the masculine, feminine or neuter gender shall
include the masculine, the feminine and the neuter.
ARTICLE 2
THE PURCHASE OF THE DECEMBER 2001 PREFERRED STOCK
2.1 Authorization of Issue. Prior to the Closing, the Company shall
have duly authorized the delivery of the December 2001 Preferred Stock to the
Noteholders in connection with the exchange set forth below.
2.2 December 2001 Preferred Stock. Subject to the terms and conditions
set forth in this Agreement, each of Noteholders exchanges its pro rata share of
the Exchange Notes on the Closing Date for its pro rata share of the December
2001 Preferred Stock on the terms and subject to the conditions set forth herein
and containing the terms, preferences and limitations set forth in the Amended
and Restated Certificate of Designation, such December 2001 Preferred Stock to
be issued and delivered to Noteholders by the Company as follows: (a) Cerberus
to receive 67.8585 shares; (b) GSCP or its designee to receive 86.1639 shares;
and (c) Foothill to receive 35.5481 shares.
2.3. December 2001 Notes. Subject to the terms and conditions set forth
in this Agreement, the Company shall execute and deliver to Noteholders the
December 2001 Notes in substitution for the December 2000 Notes on the terms and
subject to the conditions set forth herein and containing the terms and
limitations set forth in the December 2001 Notes, such Notes to be delivered to
the Noteholders as follows: (a) Cerberus to receive a Series A Note in the
aggregate principal amount of $14,392,797.20 and a Series B Note in the
aggregate principal amount of $32,962,340.54; (b) GSCP to receive a Series A
Note in the aggregate principal amount of $18,275,371.22 and a Series B Note in
the aggregate principal amount of $41,854,200.46; and (c) Foothill to receive a
Series A Note in the aggregate principal amount of $7,539,769.58 and a Series B
Note in the aggregate principal amount of $17,267,558.00.
2.4 Closing. The closing of the exchange of the Exchange Notes for the
issuance of the December 2001 Preferred Stock and the delivery of the December
2001 Notes (the "CLOSING") shall take place on December 31, 2001, or such date
and time as shall be mutually agreed to by the parties hereto (the "CLOSING
DATE"), but in any event no later than December 31, 2001, at the offices of
Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such
other place as shall be mutually agreed to by the parties hereto. On the Closing
Date, the Company will deliver to each Noteholder, in exchange for its pro rata
share of
11
the Exchange Notes, (a) certificates representing such Noteholder's pro rata
share of the December 2001 Preferred Stock registered in such names and in such
denominations as such Noteholder requests, and (b) notes representing such
Noteholder's pro rata share of the December 2001 Notes.
ARTICLE 3
NOTEHOLDERS' REPRESENTATIONS
Each Noteholder, severally and not jointly, makes the
following representations and warranties to the Company, each and all of which
shall survive the execution and delivery of this Agreement and the Closing
hereunder:
3.1 Investment Intention. Such Noteholder is acquiring the December
2001 Preferred Stock for its own account, for investment purposes and not with a
view to the distribution thereof. Such Noteholder will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise
dispose of any of the December 2001 Preferred Stock (or solicit any offers to
buy, purchase, or otherwise acquire any of the December 2001 Preferred Stock),
except in compliance with the Securities Act.
3.2 Accredited Investor. Such Noteholder is an "accredited investor"
(as that term is defined in Rule 501 of Regulation D under the Securities Act)
and by reason of its business and financial experience, it has such knowledge,
sophistication and experience in business and financial matters as to be capable
of evaluating the merits and risks of the prospective investment, is able to
bear the economic risk of such investment and is able to afford a complete loss
of such investment. Such Noteholder's investment in the Company is reasonable in
relation to such Noteholder's net worth and financial needs, and such Noteholder
is able to bear the economic risk of losing its entire investment in the
December 2001 Preferred Stock. Such Noteholder has adequate means of providing
for such Noteholder's current needs and contingencies, has no need for liquidity
in the investment contemplated hereby, and is able to bear the risk of loss of
such Noteholder's entire investment.
3.3 Corporate Existence. Such Noteholder is duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
organization.
3.4 Power; Authorization; Enforceable Obligations. The execution,
delivery, and performance by such Noteholder of this Agreement and the other
Transaction Documents to be executed by it: (i) are within such Noteholder's
corporate or partnership power, as the case may be; (ii) have been duly
authorized by all necessary corporate or partnership action, as the case may be;
(iii) are not in contravention of any provision of such Noteholders' certificate
of incorporation, by-laws, partnership agreement or other similar organizational
document; and (iv) will not violate any law or regulation, or any order or
decree of any court or governmental instrumentality binding on such Noteholder.
This Agreement and the other Transaction Documents to which such Noteholder is a
party have each been duly executed and delivered by such Noteholder and
constitute the legal, valid, and binding obligations of such Noteholder,
enforceable against it in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws affecting
12
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
3.5 Ownership of Exchange Notes. Such Noteholder is the beneficial
owner of, and has good and marketable title to, the Exchange Notes it will
exchange pursuant to terms of this Agreement and on the Closing Date will
deliver for exchange their interests in such Exchange Notes free and clear of
all Liens, options, purchase rights, contracts, equities claims, and demands.
Such Noteholder is not a party to any option, warrant purchase right, or other
contract or commitment that could require such Noteholder to sell, transfer or
dispose of any of such Exchange Notes.
3.6 Information. Such Noteholder is in a position regarding the
Company, which, based upon its relationship or economic bargaining power,
enabled and enables such Noteholder to obtain information from the Company in
order to evaluate the merits and risks of such Noteholder's investment in the
December 2001 Preferred Stock. The Company has made available to such
Noteholder, at a reasonable time prior to its purchase of the December 2001
Preferred Stock, the opportunity to ask questions of, and receive answers from,
the Company concerning the terms and conditions of the offering and to obtain
any additional information relating to the Company, to the extent that the
Company possesses such information or can acquire it without unreasonable effort
or expense, which is necessary to verify the accuracy of the information given
to it or otherwise to make an informed investment decision. No statement,
printed material or inducement was given or made by the Company or anyone on its
behalf which is contrary to the written information disclosed to such
Noteholder.
3.7 No General Solicitation. Such Noteholder has not been offered the
December 2001 Preferred Stock by any form of general solicitation or general
advertising, including but not limited to any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
3.8 California Blue Sky. Foothill understands that the sale of the
December 2001 Preferred Stock that is the subject of this Agreement has not been
qualified with the Commissioner of Corporation of the State of California and
the issuance of the December 2001 Preferred Stock or the payment or receipt of
any part of the consideration therefor prior to the qualification is unlawful,
unless the sale of the December 2001 Preferred Stock is exempt from the
qualification by Section 25100, 25102, or 25105 of the California Corporations
Code. Such Noteholder further understands that the rights of all parties to this
Agreement are expressly conditioned upon the qualification being obtained,
unless the sale is so exempt.
3.9
New York Blue Sky. Each of Cerberus and GSCP or its designee is a
"financial institution" or "institutional buyer" as defined in Section 359-e of
the
New York General Business Law.
13
ARTICLE 4
COMPANY'S REPRESENTATIONS AND WARRANTIES
The Company makes the following representations and warranties
to each Noteholder as of the date hereof, each and all of which shall survive
the execution and delivery of this Agreement and the Closing hereunder:
4.1 Authorized and Outstanding Stock. After giving effect to the
Closing, the authorized Stock of the Company consists of (a) 1,000,000 shares of
Common Stock, of which 1,000 shares are issued and outstanding, and (b) 10,000
shares of preferred stock, $0.001 par value per share, of the Company, of which
2,500 shares are designated as the Series A Preferred Stock, of which 1,241.1047
shares will be issued and outstanding after giving effect to the transactions
contemplated by this Agreement. All of such issued and outstanding shares,
including, without limitation, the December 2001 Preferred Stock, are validly
issued, fully paid and non-assessable. Schedule 4.1 hereto contains a complete
and correct list of all stockholders of the Company and the number of shares
owned by each. Except as set forth on Schedule 4.1, (i) there is no existing
option, warrant, call, commitment or other agreement to which the Company is a
party requiring, and there are no convertible securities of the Company
outstanding which upon conversion would require or permit, the issuance of any
additional shares of Stock of the Company or other securities convertible into
shares of equity securities of the Company, other than, under certain
circumstances, the issuance of Common Stock or the Series A Preferred Stock in
lieu of cash dividends on the Series A Preferred Stock and (ii) there are no
agreements to which the Company is a party or, to the knowledge of the Company,
to which any stockholder or warrant holder of the Company is a party, with
respect to the voting or transfer of the Stock of the Company or with respect to
any other aspect of the Company's affairs, other than the Stockholder Agreement.
There are no stockholders' preemptive rights or rights of first refusal or other
similar rights with respect to the issuance of Stock by the Company, other than
pursuant to the Transaction Documents.
4.2 Authorization and Issuance of the December 2001 Preferred Stock.
The issuance of the December 2001 Preferred Stock has been duly authorized by
all necessary corporate action on the part of the Company and, upon delivery to
Noteholders of certificates therefor in exchange for the Exchange Notes in
accordance with the terms hereof, the December 2001 Preferred Stock will have
been validly issued and fully paid and non-assessable, free and clear of all
pledges, liens, encumbrances, and preemptive rights, except as provided in the
Stockholder Agreement.
4.3 Securities Laws. In reliance on the investment representations
contained in Article 3, the offer, issuance, sale, and delivery of the December
2001 Preferred Stock, as provided in this Agreement, are exempt from the
registration requirements of the Securities Act and all applicable state
securities laws, and are otherwise in compliance with such laws. Neither the
Company nor any Person acting on its behalf has taken or will take any action
(including, without limitation, any offering of any securities of the Company
under circumstances which would require the integration of such offering with
the offering of the December 2001 Preferred Stock under the Securities Act and
the rules and regulations of the SEC thereunder) which might subject the
offering, issuance or sale of the December 2001 Preferred Stock to the
registration requirements of Section 5 of the Securities Act.
4.4 Corporate Existence: Compliance with Law. The Company and each of
its Subsidiaries, if any, (i) is a corporation, limited liability company,
limited partnership, or
14
unincorporated joint venture duly organized, validly existing and in good
standing under the laws of the state of its organization, (ii) has all requisite
power and authority to conduct its business as now conducted and as presently
contemplated and to execute and deliver each Transaction Document to which it is
a party and consummate the transactions contemplated thereby, and (iii) is duly
qualified to do business and is in good standing in each jurisdiction in which
the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary except where the
failure to be qualified or in good standing is not reasonably likely to have a
Material Adverse Effect.
4.5 Subsidiaries. Schedule 4.5 is a complete and correct description of
the name, jurisdiction of incorporation and ownership of the outstanding Stock
of all Subsidiaries of the Company in existence on the date hereof. All of the
issued and outstanding shares of Stock of such Subsidiaries have been validly
issued and are fully paid and non-assessable, and the holders thereof are not
entitled to any preemptive, first refusal, or other similar rights. Except as
indicated on such Schedule, all such Stock is owned by the Company directly or
indirectly through one or more of its wholly-owned Subsidiaries, free and clear
of all Liens (other than Permitted Liens), and there are no options, warrants,
rights to purchase, or similar rights covering Stock for any such Subsidiary.
4.6 Corporate Power; Authorization; Enforceable Obligations. The
execution, delivery and performance by the Company of this Agreement, the other
Transaction Documents to which it is a party and all instruments and documents
to be delivered by the Company, the issuance and sale of the December 2001
Preferred Stock and the consummation of the other transactions contemplated by
any of the foregoing: (i) have been duly authorized by all necessary action,
(ii) except for such conflicts for which consents have been obtained, do not and
will not contravene its charter or by-laws, its limited liability company, or
operating agreement or its certificate of partnership or partnership agreement,
as applicable, or any applicable law or any material contractual restriction
binding on or otherwise affecting its operations or any of its properties, (iii)
do not and will not result in or require the creation of any Lien (other than
pursuant to any Transaction Document) upon or with respect to any of its
properties, and (iv) except as set forth in Schedule 4.6, do not and will not
result in any suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to its operations or
any of its properties, except where such contravention, creation, suspension,
revocation, impairment, forfeiture, or nonrenewal is not reasonably likely to
have a Material Adverse Effect. This Agreement and each of the other Transaction
Documents being delivered on the date hereof have been duly executed and
delivered by the Company and Subsidiaries named therein and will be the legal,
valid and binding obligation of the Company and each Subsidiary that is a party
thereto, enforceable against such party in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforcement of creditors' rights and to general principles of
equity.
4.7 Financial Condition. (a) Except as set forth on Schedule 4.7, since
December 31, 2000, no event or development has occurred that has had or is
reasonably likely to have a Material Adverse Effect.
(b) The Company has heretofore furnished to Noteholders
consolidated balance sheets and statements of operations and cash flows of
Holdings dated as of
15
December 31, 2000, which have been audited by and accompanied by the opinion of
independent public accountants. Such balance sheets and statements of operations
and cash flows present fairly in all material respects the consolidated
financial condition and results of operations of Holdings and its consolidated
Subsidiaries as of the dates and for the periods indicated, and such audited
balance sheets and the notes thereto disclose all material liabilities, direct
or contingent, of Holdings and its consolidated Subsidiaries, as of the dates
thereof.
4.8 Properties. Except as disclosed on Schedule 4.8, (i) each of the
Company and its Subsidiaries has good and marketable title to, or valid
leasehold interests in, all property and assets material to its business, free
and clear of all Liens except Permitted Liens. The properties are in good
working order and condition, ordinary wear and tear excepted. Schedule 4.8 sets
forth a complete and accurate list of all real property owned or leased by each
of the Company and its Subsidiaries, and (ii) each of the Company and its
Subsidiaries has complied with all obligations under all leases to which it is a
party and under which it is in occupancy, and all such leases are in full force
and effect, except for any instances of noncompliance and such failures of such
leases to be in full force and effect that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect and each
of the Company and its Subsidiaries enjoys peaceful and undisturbed possession
under all such material leases.
4.9 Adverse Agreements, Etc. Except (A) the Chapter 11 Cases and (B) as
set forth on Schedule 4.14, none of the Company nor its Subsidiaries is subject
to any charter, limited liability company agreement, partnership agreement, or
other corporate, partnership, or limited liability company restriction or any
judgment, order or ruling of a court or other Governmental Authority that is
reasonably likely to have a Material Adverse Effect.
4.10 Environmental Matters. Except where such noncompliance, Release,
or Environmental Action is not reasonably likely to have a Material Adverse
Effect, (i) the operations of each of the Company and its Subsidiaries are in
compliance in all material respects with Environmental Laws; (ii) there has been
no Release at any of the properties owned or operated by any of the Company and
its Subsidiaries or a predecessor in interest, or at any disposal or treatment
facility which received Hazardous Materials generated by any of the Company and
its Subsidiaries or any predecessor in interest which could have a Material
Adverse Effect; (iii) no Environmental Action has been asserted against any of
the Company and its Subsidiaries or any predecessor in interest nor does any of
the Company and its Subsidiaries have knowledge or notice of any threatened or
pending Environmental Action against any of the Company and its Subsidiaries or
any predecessor in interest which could have a Material Adverse Effect; and (iv)
no Environmental Actions have been asserted against any facilities that may have
received Hazardous Materials generated by any of the Company and its
Subsidiaries or any predecessor in interest which could have a Material Adverse
Effect.
4.11 Labor Matters. There is (i) no unfair labor practice complaint
pending or, to the best knowledge of any of the Company and its Subsidiaries,
threatened against any of the Company and its Subsidiaries before any
Governmental Authority and no grievance or arbitration proceeding pending or, to
the best knowledge of any of the Company and its Subsidiaries threatened against
any of the Company and its Subsidiaries which arises out of or under any
collective bargaining agreement, (ii) no strike, labor dispute, slowdown,
stoppage, or similar action or grievance pending or, to the best knowledge of
the Company and its
16
Subsidiaries, threatened against any of the Company and its Subsidiaries, except
employee grievances that are not reasonably likely to have a Material Adverse
Effect, and (iii) to the best knowledge of the Company and any of its
Subsidiaries, no union representation question existing with respect to the
employees of the Company or any of its Subsidiaries and no union organizing
activity taking place with respect to any of the employees of any of them.
4.12 Holding Company and Investment Company Acts. None of the Company
or any of its Subsidiaries is (i) a "holding company" or a "subsidiary company"
of a "holding company" or an "affiliate" of a "holding company", as such terms
are defined in the Public Utility Holding Company Act of 1935, as amended or
(ii) an "investment company" or an "affiliated person" or "promoter" of, or
"principal underwriter" of or for, an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.
4.13 Taxes. All Federal, state and local tax returns and other reports
required by applicable law to be filed by the Company or its Subsidiaries have
been filed, or extensions have been obtained, and all taxes, assessments and
other governmental charges imposed upon the Company or its Subsidiaries or any
property of the Company or its Subsidiaries and which have become due and
payable on or prior to the date hereof have been paid, except (i) to the extent
contested in good faith by proper proceedings which stay the imposition of any
penalty, fine, or Lien resulting from the non-payment thereof and with respect
to which adequate reserves have been set aside for the payment thereof, or (ii)
where the failure to make such filing, extension or, payment is not reasonably
likely to have a Material Adverse Effect. As of the date hereof, except as set
forth on Schedule 4.13, no federal income tax returns of the Company or its
Subsidiaries are being audited by the IRS and neither the Company nor its
Subsidiaries has as of the date hereof requested or been granted any extension
of time to file any federal, state, local, or foreign tax return. Except as set
forth on Schedule 4.13, none of the Company nor its Subsidiaries is a party to
or has any obligation under any tax sharing agreement.
4.14 Litigation. Except as set forth in Schedule 4.14, there is no
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened action, suit or proceeding affecting the Company or any of its
Subsidiaries before any court or other Governmental Authority or any arbitrator
that is reasonably likely to have a Material Adverse Effect or relates to any
Transaction Document or any transaction contemplated hereby or thereby or that,
if adversely determined, is reasonably likely to have a Material Adverse Effect.
4.15 Brokers. No broker or finder acting on behalf of the Company or
any of its Subsidiaries brought about the consummation of the transactions
contemplated pursuant to this Agreement and neither the Company nor any of its
Subsidiaries has any obligation to any Person in respect of any finder's or
brokerage fees (or any similar obligation) in connection with the transactions
contemplated by this Agreement. The Company is solely responsible for the
payment of all such finder's or brokerage fees, if any.
4.16 Governmental Approvals. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required in connection with the due execution, delivery and performance by any
of the Company or its Subsidiaries of any Transaction Document to which it is or
will be a party, except (i) as set forth in Schedule 4.16, (ii) notice filings
that may be required by applicable state "blue sky" laws and Federal securities
17
laws, and (iii) where the failure to obtain such authorization or approvals, or
to provide such notice or filing, with any Governmental Authority is not
reasonably likely to have a Material Adverse Effect.
4.17 Patents, Trademarks, Copyrights and Licenses. Each of the Company
and its Subsidiaries owns or licenses or otherwise has the right to use all
licenses, permits, trademarks, trademark applications, patents, patent
applications, service marks, tradenames, copyrights, copyright applications,
franchises, authorizations, and other intellectual property rights that are
necessary for the operations of its businesses, without infringement upon or
conflict with the rights of any other Person with respect thereto, except for
such infringements and conflicts which, individually or in the aggregate, could
not have a Material Adverse Effect. Set forth on Schedule 4.17 hereto is a
complete and accurate list as of the date hereof of all trademarks, trademark
applications and tradenames, material licenses, permits, patents, patent
applications, service marks, copyrights, copyright applications, franchises,
authorizations and other intellectual property rights of each of the Company and
its Subsidiaries. No slogan or other advertising device, product, process,
method, substance, part, or other material now employed, or now contemplated to
be employed, by the Company or its Subsidiaries infringes upon or conflicts with
any rights owned by any other Person, and no claim or litigation regarding any
of the foregoing is pending or threatened, except for such infringements and
conflicts which are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect. To the best knowledge of each of the
Company and its Subsidiaries, no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard, or code is pending or
proposed, which, individually or in the aggregate, that is reasonably likely to
have a Material Adverse Effect.
4.18 Compliance with Laws, Etc. None of the Company nor its
Subsidiaries is in violation of its organizational documents, any material law,
rule, regulation, judgment or order of any Governmental Authority applicable to
it or any of its material property or assets, including, without limitation, any
Physician Self-Referral Laws, and no Default or Event of Default has occurred
and is continuing.
4.19 ERISA. Except where any violation is not reasonably likely to have
a Material Adverse Effect, (i) each Employee Plan is in substantial compliance
with ERISA and the IRC, (ii) no Termination Event has occurred nor is reasonably
expected to occur with respect to any Employee Plan, (iii) the most recent
annual report (Form 5500 Series) with respect to each Employee Plan, including
any required Schedule B (Actuarial Information) thereto, copies of which have
been filed with the IRS and delivered to Noteholders, is complete and correct
and fairly presents the funding status of such Employee Plan, and since the date
of such report there has been no material adverse change in such funding status,
(iv) no Employee Plan had an accumulated or waived funding deficiency or
permitted decreases which would create a deficiency in its funding standard
account or has applied for an extension of any amortization period within the
meaning of Section 412 of the IRC at any time during the Previous 60 months, and
(v) no Lien imposed under the IRC or ERISA exists or is likely to arise on
account of any Employee Plan within the meaning of Section 412 of the IRC at any
time during the previous 60 months. None of the Company, its Subsidiaries, or
any of their ERISA Affiliates have incurred any withdrawal liability under ERISA
with respect to any Multiemployer Plan, or are aware of any facts indicating
that the Company, its Subsidiaries, or any of their ERISA Affiliates may in
18
the future incur any such withdrawal liability. Except as required by Section
4980B of the IRC, none of the Company, its Subsidiaries, or any of their ERISA
Affiliates maintains an employee welfare benefit plan (as defined in Section
3(l) of ERISA) which provides health or welfare benefits (through the purchase
of insurance or otherwise) for any retired or former employee of the Company,
its Subsidiaries or any of its ERISA Affiliates or coverage after a
participant's termination of employment. None of the Company, its Subsidiaries
or any of their ERISA Affiliates has incurred any liability or obligation under
the Worker Adjustment and Retraining Notification Act ("WARN") or similar state
law, which remains unpaid or unsatisfied.
4.20 Registration Under Exchange Act, Registration Rights. Neither the
Company nor any of its Subsidiaries has registered any class of its securities
pursuant to Section 12 of the Exchange Act and no such registration is required
by the Exchange Act. Neither the Company nor any of its Subsidiaries is under
any obligation to register, under the Securities Act, any of its presently
outstanding securities or any securities which may hereafter be issued.
4.21 Full Disclosure. Each of the Company and its Subsidiaries has
disclosed to Noteholders all agreements, instruments and corporate or other
restrictions to which it is subject, and all other matters known to it, that are
reasonably likely to have a Material Adverse Effect. None of the other reports,
financial statements, certificates, or other information taken as a whole
furnished by or on behalf of any of the Company and its Subsidiaries to
Noteholders in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which it was made, not misleading; provided, however, that, with respect
to projected financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.
4.22 Insurance. Each of the Company and its Subsidiaries keeps its
property adequately insured and maintains (i) insurance to such extent and
against such risks, including fire, as is customary with companies in the same
or similar businesses, (ii) workmen's compensation insurance in the amount
required by applicable law, (iii) public liability Insurance, which shall
include product liability insurance, in the amount customary with the Company in
the same or similar business against claims for personal injury or death on
properties owned, occupied or controlled by it, and (iv) such other insurance as
may be required by law or as may be reasonably required by Noteholders. Schedule
4.22 sets forth a list of all insurance maintained by each of the Company and
its Subsidiaries on the date hereof.
4.23 Joint Ventures. The Company and its Subsidiaries do not own,
directly or indirectly, any equity interest in any Person other than the
Subsidiaries listed on Schedule 4.5 and the Joint Ventures listed on Schedule
4.23. Schedule 4.23 sets forth as of the date hereof a list of all Joint
Ventures in which any of the Company and its Subsidiaries has an equity interest
and the direct or indirect percentage ownership interest of such Person therein.
4.24 Permits, Etc. Except as set forth on Schedule 4.24, (A) each of
the Company and its Subsidiaries has, and is in compliance with, all material
permits, licenses, authorizations, approvals, entitlements and accreditations
required for such Person lawfully to own, lease, manage or operate, or to
acquire, each business currently owned, leased, managed or operated, or
19
to be acquired, by such Person, except where the failure to possess or
noncompliance is not reasonably likely to have a Material Adverse Effect and (B)
no condition exists or event has occurred which, in itself or with the giving of
notice or lapse of time or both, would result in the suspension, revocation,
impairment, forfeiture, or non-renewal of any such permit, license,
authorization, approval, entitlement, or accreditation, and there is no claim
that any thereof is not in full force and effect.
ARTICLE 5
COVENANTS
5.1 Affirmative and Financial Covenants. The Company covenants and
agrees that from and after the date hereof (except as otherwise provided herein,
or unless Noteholders have given their prior written consent) so long as any
shares of the December 2001 Preferred Stock are outstanding:
(a) Books and Records. The Company shall, and shall cause its
Subsidiaries to, keep adequate records and books of account with respect to
their business activities, in which proper entries, reflecting all of their
financial transactions, are made in accordance with GAAP.
(b) Financial and Business Information.
(i) Monthly Information. Commencing with the month
ending December 31, 2001, the Company will deliver to Noteholders as soon as
practicable after the end of each month, but in any event within 45 days of each
month ending December 31, 2001, January 31, 2002 and February 28, 2002 and
within 35 days of the end of each month thereafter: (A) an unaudited
consolidated balance sheet of Holdings and its consolidated Subsidiaries, if
any, at the end of such month and (B) unaudited consolidated statements of
operations, retained earnings and cash flows of Holdings and its consolidated
Subsidiaries, if any, for such month and for the portion of such year ending
with such month;
(ii) Quarterly Information. The Company will deliver
to Noteholders as soon as practicable after the end of each of the first three
quarterly fiscal periods in each fiscal year of Holdings, but in any event
within 45 days thereafter, (A) an unaudited consolidated balance sheet of
Holdings and its consolidated Subsidiaries, if any, as at the end of such
quarter, and (B) unaudited consolidated statements of operations, retained
earnings and cash flows of Holdings and its consolidated Subsidiaries, if any,
for such quarter and (in the case of the second and third quarters) for the
portion of the fiscal year ending with such quarter, setting forth in
comparative form the actual consolidated figures for the comparable period of
the prior fiscal year. Such statements shall be (1) prepared in accordance with
GAAP, (2) in reasonable detail and (3) certified by the principal financial or
accounting officer of Holdings.
(iii) Annual Information. The Company will deliver to
Noteholders as soon as practicable after the end of each fiscal year of
Holdings, but in any event within 90 days thereafter, (A) an audited
consolidated balance sheet of Holdings and its consolidated Subsidiaries, if
any, as at the end of such year and (B) audited consolidated statements of
operations, retained earnings and cash flows of Holdings and its consolidated
Subsidiaries, if any, for such year setting forth in each case in comparative
form the figures for the previous
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year. Such statements shall be (1) prepared in accordance with GAAP, (2) in
reasonable detail, and (3) opined upon by Ernst & Young, LLP or such other firm
of independent certified public accountants of recognized national standing
selected by Holdings and reasonably acceptable to Noteholders.
(iv) Filings. The Company will deliver to
Noteholders, promptly upon their becoming available, one copy of each report,
notice, or proxy statement sent by Holdings and/or the Company to its
stockholders generally, and of each regular or periodic report (pursuant to the
Exchange Act) and any registration statement, prospectus or other writing (other
than transmittal letters) (including, without limitation, by electronic means)
pursuant to the Securities Act filed by Holdings and/or the Company with (i) the
SEC or (ii) any securities exchange on which shares of Common Stock of Holdings
and/or the Company are listed.
(v) Projections. Commencing with the Fiscal Year
ended December 31, 2002, the Company will deliver to Noteholders within 15 days
prior to the beginning of each Fiscal Year:
(1) projected consolidated balance sheets of
Holdings and its consolidated Subsidiaries, if any, for such Fiscal Year, on a
monthly basis;
(2) projected consolidated cash flow statements
of Holdings and its consolidated Subsidiaries, if any, including summary details
of cash disbursements (including for capital expenditures), for such Fiscal
Year, on a monthly basis; and
(3) projected consolidated statements of
operations of Holdings and its consolidated Subsidiaries, if any, for such
Fiscal Year, on a monthly basis; in each case, approved by the Board of
Directors of the Company, together with appropriate supporting details.
(vi) Customer Complaints; Other Information. The
Company will promptly notify Noteholders of any material customer complaints
concerning the Company's products and services. If requested by any Noteholder,
the Company will deliver to such Noteholder such other information respecting
the Company's or any of its Subsidiaries' business, financial condition or
prospects as such Noteholder may, from time to time, reasonably request.
(vii) Business Plan. On or before January 30, 2002
the Company shall furnish to Noteholders a Business Plan through December 31,
2002. The Business Plan will be prepared such that it is believed by the Company
at the time furnished to be reasonable, have been prepared on a reasonable basis
and in good faith by the Company, and have been based on assumptions believed by
the Company to be reasonable at the time made and upon the best information then
reasonably available to the Company, and such that the Company was not aware of
any facts or information that would lead it to believe that such projections,
are incorrect or misleading in any material respect.
(c) Communication with Accountants. Subject to execution of a
confidentiality agreement and applicable securities laws, the Company authorizes
each Noteholder to communicate directly with its independent certified public
accountants and tax advisors and authorizes those accountants to disclose to
such Noteholder any and all financial
21
statements and other supporting financial documents and schedules including
copies of any management letter with respect to the business, financial
condition and other affairs of the Company and any of its Subsidiaries.
(d) Tax Compliance. The Company shall pay all transfer,
excise, or similar taxes (not including income or franchise taxes) in connection
with the issuance, sale, delivery, or transfer by the Company to Noteholders of
the Series A Preferred Stock and any Common Stock or Series A Preferred Stock
issued in lieu of cash dividends on the Series A Preferred Stock and shall
indemnify and save each Noteholder harmless without limitation as to time
against any and all liabilities with respect to such taxes. The Company shall
not be responsible for any taxes in connection with the transfer of the Series A
Preferred Stock or such Common Stock by the holder thereof. The obligations of
the Company under this Section 5.1(d) shall survive the payment, prepayment, or
redemption of the Series A Preferred Stock and the termination of this
Agreement.
(e) Insurance. The Company shall and shall cause each
Subsidiary of the Company to maintain insurance covering, without limitation,
fire, theft, burglary, public liability, property damage, product liability,
workers' compensation, directors' and officers' insurance, and insurance on all
property and assets material to the operation of the business, all in amounts
customary for the industry. The Company shall, and shall cause each of its
Subsidiaries to, pay all insurance premiums payable by them.
(f) Compliance with Law. The Company shall, and shall cause
each of its Subsidiaries to, comply with all laws, including Environmental Laws,
applicable to it, except where the failure to comply would not be reasonably
likely to result in a Material Adverse Effect.
(g) Maintenance of Existence and Conduct of Business. The
Company shall, and shall cause each of its Subsidiaries to: (i) do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, and its rights and franchises; (ii) except as permitted
hereunder, at all times maintain, preserve and protect all of its patents,
trademarks, and trade names, and preserve all the remainder of its material
assets, in use or useful in the conduct of its business and keep the same in
good repair, working order, and condition (taking into consideration ordinary
wear and tear) and from time to time make, or cause to be made, all needful and
proper repairs, renewals and replacements, betterments and improvements thereto
consistent with industry practices; and (iii) continue to conduct businesses
related to the business that the Company is engaged in on the date hereof.
(h) Access. The Company shall permit representatives of
Noteholders to visit and inspect any of the properties of the Company and its
Subsidiaries, to examine the corporate books and make copies or extracts
therefrom and to discuss the affairs, finances and accounts of the Company and
its Subsidiaries with the principal officers of the Company, all at such
reasonable times, upon reasonable notice and as often as such Noteholder may
reasonably request.
(i) Excess Cash. The Company shall invest all excess cash in
cash and Cash Equivalents.
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(j) Exchange of Stock Certificates. The Company will, at its
expense, promptly upon surrender of any certificates representing shares of the
December 2001 Preferred Stock at the office of the Company referred to in, or
designated pursuant to, Section 10.1 hereof, execute and deliver to any
Noteholder so surrendering such certificates a new certificate or certificates
in denominations specified by such Noteholder for an aggregate number of shares
of Series A Preferred Stock equal to the number of shares of such stock
represented by the certificates surrendered.
(k) Lost, Stolen, Destroyed, or Mutilated Stock Certificates.
Upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction, or mutilation of any certificate for shares of the December
2001 Preferred Stock and, in the case of loss, theft, or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (which may be an
undertaking by a Noteholder to so indemnify the Company), or, in the case of
mutilation, upon surrender and cancellation thereof, the Company will issue a
new certificate of like tenor for a number of shares of Series A Preferred Stock
equal to the number of shares of such stock represented by the certificate lost,
stolen, destroyed or mutilated.
(1) Further Assurances. Take such action and execute,
acknowledge, and deliver, and cause each of its Subsidiaries to take such action
and execute, acknowledge, and deliver, at their sole cost and expense, such
agreements, instruments or other documents as Noteholders may reasonably require
from time to time in order (i) to carry out more effectively the purposes of
this Agreement and the other Transaction Documents; (ii) to establish and
maintain the validity and effectiveness of any of the Transaction Documents; and
(iii) to better assure, convey, grant, assign, transfer, and confirm unto
Noteholders the rights now or hereafter intended to be granted to Noteholders
under this Agreement or any other Transaction Documents.
5.2 Negative Covenants. The Company covenants and agrees that from and
after the date hereof (except as otherwise provided herein, or unless
Noteholders have given their prior written consent) so long as any shares of the
December 2001 Preferred Stock are outstanding:
(a) Permitted Acquisitions or Investments. The Company shall
not, and shall not permit any of its Subsidiaries to, directly, enter into or
indirectly in any transaction or related series of transactions, acquire or
invest in, whether for cash, debt, Stock, or other property or assets or by
guaranty of any obligation, any assets or business of any Person other than (i)
acquisitions by the Company or wholly-owned Subsidiaries of the Company from the
Company or any such wholly-owned Subsidiary or investments therein; (ii)
acquisitions in the ordinary course of business; and (iii) acquisitions
involving an aggregate purchase price of not more than the Acquisition
Threshold, (iv) investments in Cash Equivalents, or (v) investments existing on
the date hereof, as set forth on Schedule 5.2(a), but not any increase in the
amount thereof as set forth on such Schedule or any other modification of the
terms thereof; provided, however, the Company may cumulatively make loans or
advances or issue Guaranteed Indebtedness in an aggregate amount of up to
$3,000,000 and the Company may conduct such transactions as are required under
agreements that are in existence on (and as constituted on) the Closing Date
with respect to joint ventures, partnerships, non-wholly owned Subsidiaries, and
Subsidiaries of Holdings organized under the laws of Canada. Except as provided
in this paragraph (a), the
23
Company shall not, and shall not permit any of its Subsidiaries to, Invest in
any Person if, after giving effect thereto, such Person would be an Affiliate,
but not a Subsidiary, of the Company.
(b) Sales of Assets; Liquidation. Except to the extent
required by any Governmental Authority possessing jurisdiction over the business
or operations of the Company or any of its Subsidiaries, the Company shall not,
and shall not permit any Subsidiary of the Company to (i) sell, transfer, convey
or otherwise dispose of any assets or properties, including accounts receivable
or (ii) liquidate, dissolve or wind up the Company, or any of its Subsidiaries,
except for transfers to the Company, whether voluntary or involuntary; provided,
however, that the foregoing shall not prohibit (i) the sale of assets in the
ordinary course of business, (ii) the sale of surplus or obsolete equipment and
fixtures, or (iii) transfers resulting from any casualty or condemnation of
assets or properties.
(c) Stock. Except with respect to shares issued in lieu of
cash dividends in accordance with the Amended and Restated Certificate of
Designation, the Company shall not issue any additional senior or pari passu
securities. The Company's authorized Stock shall not include any Stock senior to
or pari passu with the Series A Preferred Stock.
(d) Transactions with Affiliates. The Company shall not and
shall not permit any Subsidiary of the Company to enter into or be a party to
any transaction with any Affiliate of the Company or such Subsidiary, except (i)
transactions expressly permitted hereby, (ii) transactions in the ordinary
course of and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms that are fully
disclosed to Noteholders and are no less favorable to the Company or such
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate of the Company or such Subsidiary, (iii) transactions
between the Company and its wholly-owned Subsidiaries or its Joint Ventures or
between such Subsidiaries and their Joint Ventures and (iv) payment of
compensation to employees and directors' fees.
(e) Liens, Etc. The Company shall not and shall not permit its
Subsidiaries to create, incur, assume, or suffer to exist any Lien upon or with
respect to any of its properties, whether now owned or hereafter acquired, to
file or suffer to exist under the Uniform Commercial Code or any similar law or
statute of any jurisdiction, a financing statement (or the equivalent thereof)
that names Company or any of its Subsidiaries as debtor, to sign or suffer to
exist any security agreement authorizing any secured party thereunder to file
such financing statement (or the equivalent thereof), to sell any of its
property or assets subject to an understanding or agreement, contingent or
otherwise, to repurchase such property or assets (including sales of accounts
receivable) with recourse to the Company or any of its Subsidiaries or assign or
otherwise transfer, or permit any of its Subsidiaries to assign or otherwise
transfer, any account or other right to receive income, other than Permitted
Liens.
(f) Indebtedness. The Company shall not and shall not permit
any Subsidiary of the Company to incur or suffer to exist any Indebtedness
except Permitted Indebtedness. The Company shall not and shall not permit any
Subsidiary of the Company to directly or indirectly prepay, redeem, purchase, or
retire any Indebtedness, other than Capital Lease Obligations, or to amend or
otherwise modify any Indebtedness, other than Capital Lease Obligations, to the
extent such amendment or modification would be adverse to Noteholders in any
material respect.
24
(g) Restricted Payments. The Company shall not and shall not
permit any Subsidiary of the Company to make any Restricted Payments nor shall
the Company permit any Subsidiary to make such payments with respect to the
Company's Stock; provided, however, that the Company may (a) declare and pay
cash dividends on the Series A Preferred Stock and (b) redeem the Series A
Preferred Stock in accordance with its terms.
(h) Sale and Leaseback Transactions. The Company shall not and
shall not permit any Subsidiary to enter into any arrangement, directly or
indirectly, with any Person whereby it shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred, except that the Company or any Subsidiary may enter
into any such arrangement so long as the aggregate amount of Indebtedness
incurred in connection with such arrangements does not exceed $5,000,000 at any
time outstanding.
5.3 Certain Tax Matters. (a) In the event (i) of a Final Determination
(as defined below) that, due to any reason (including by reason of any of the
terms of Series A Preferred Stock) other than an act or failure to act of any
Noteholder (including by reason of the application of IRC Section 246(c) or IRC
Section 246A) or any Noteholder being other than a corporation, dividends paid
or accrued or deemed paid or accrued on the December 2001 Preferred Stock are
not eligible for the dividends received deduction provided under the Dividends
Deduction Laws (the "DIVIDENDS-RECEIVED DEDUCTION"), (ii) any Dividends
Deduction Law or any similar or corresponding state or local law is amended to
reduce or eliminate or otherwise limit the Dividends-Received Deduction
available to any Noteholder or (iii) any dividend with respect to the December
2001 Preferred Stock does not constitute, in whole or in part, a dividend for
federal income tax purposes or such dividend is subject to Section 1059 of the
IRC (in either case, an "EXCESS DISTRIBUTION"), the Company shall pay to
Noteholders with respect to each such dividend payment, no later than the
Payment Date (as defined below), an additional payment (the "GROSS-UP PAYMENT")
such that the net amount of such Gross-Up Payment received and retained by such
Noteholder after payment by such Noteholder of any federal, state and local
income tax payable with respect to such Gross-Up Payment shall equal, in the
case of (i) or (ii) above, the difference between (x) the federal, state, and
local income tax payable by such Noteholder with respect to such dividend in its
taxable year in which the dividend was paid or deemed paid and (y) the federal,
state, and local income tax which would have been payable by such Noteholder in
its taxable year in which the dividend was paid or deemed paid if the events
described in (i) or (ii) had not occurred and in the case of (iii) above, an
amount which, when taken together with the aggregate distributions (whether
treated as dividends or Excess Distributions for federal income tax purposes)
paid or deemed paid to such Noteholder during any taxable year, would cause such
Noteholders' net yield in dollars (after taking into effect the federal income
tax consequences of treating the Excess Distributions received by such
Noteholder as capital gain received upon the taxable sale or exchange of the
December 2001 Preferred Stock) to be equal to the net yield in dollars which
would have been received by such Noteholder had none of the distributions paid
or deemed paid to such Noteholder during such taxable year constituted Excess
Distributions, in all cases together with any interest or penalties actually
payable by such Noteholder to the IRS or any other applicable taxing authority
by reason of such events.
25
(b) A "FINAL DETERMINATION" shall mean (i) a decision,
judgment, decree, or other order by any court of competent jurisdiction, which
decision, judgment, decree or other order has become final or (ii) a closing
agreement entered into under Section 7121 (or any successor to such Section) of
the IRC or any corresponding provision of state or local law, or any other
settlement agreement entered into in connection with an administrative or
judicial proceeding and consented to be a Noteholder or any member of its
consolidated group. The "PAYMENT DATE" shall mean the date that is 90 days after
the end of the relevant taxable year.
(c) If any Noteholder is notified formally or informally of
any audit, examination, or proceeding by the IRS or any other taxing authority
with respect to the availability of the Dividends-Received Deduction, such
Noteholder shall promptly notify the Company of such audit, examination, or
proceeding; provided, however, that such Noteholder's failure to give such
notice or to keep the Company fully informed concerning a Contest (as defined
below) shall not affect the Company's obligation to make Gross-Up Payments in
accordance with this Section. Such Noteholder shall have exclusive control and
responsibility to conduct any audit, examination, proceeding, or litigation (a
"CONTEST") with respect to such issue.
(d) All subsequent holders of the December 2001 Preferred
Stock shall be entitled to all of the benefits of this Section; provided that
any such subsequent holders qualifies for the Dividends-Received Deduction under
the then current Dividend Deductions Laws at the time of its acquisition of the
December 2001 Preferred Stock.
5.4 Status of Dividends. The Company will not (i) in any income tax
return or claim for refund of income tax or other submission to the IRS or other
taxing authority claim a deduction in respect of amounts paid or payable under
the December 2001 Preferred Stock, whether as interest or pursuant to any other
statutory provisions or regulation now in effect or hereafter enacted or
adopted, except to the extent that any such deduction shall not, in the opinion
of counsel satisfactory to Noteholders, operate to jeopardize the availability
to any Noteholder of the dividends received deduction provided by Section
243(a)(l) of the IRC, or any successor provision or any similar or corresponding
provision under state or local law (collectively, the "DIVIDENDS DEDUCTION
LAWS"), (ii) in any report to stockholders, or to any governmental body having
jurisdiction over the Company or otherwise treat the December 2001 Preferred
Stock other than as equity capital or the dividends paid thereon other than as
dividends paid on equity capital unless required to do so by a governmental body
having jurisdiction over the accounts of the Company or by a change in GAAP
required as a result of action by an authoritative accounting standards-setting
body, and (iii) except to the extent permitted in clause (i) above and other
than as expressly permitted by this Agreement or the Amended and Restated
Certificate of Incorporation take any action which would result in dividends
paid by the Company on the December 2001 Preferred Stock out of the Company's
current or accumulated earnings and profits being ineligible for the dividends
received deduction provided by any Dividends Deduction Laws.
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ARTICLE 6
CONDITIONS PRECEDENT
6.1 Conditions Precedent. The obligation of each Noteholder to purchase
the December 2001 Preferred Stock pursuant to Section 2.2 hereof, is subject to
the condition that such Noteholder shall have received, on the Closing Date, the
following, each dated the Closing Date unless otherwise indicated, in form and
substance satisfactory to Noteholders:
(a) Opinions of Xxxx Xxxxx LLP, counsel to the Company, and
Xxxxx Xxxxxx, general counsel of the Company, substantially in the forms
attached hereto as Exhibit C and Exhibit D, respectively, it being understood
that to the extent that such opinion of counsel to the Company shall rely upon
any other opinion of counsel, each such other opinion shall be in form and
substance reasonably satisfactory to Noteholders and shall provide that
Noteholders may rely thereon.
(b) True and correct copy of this Agreement, dated as of the
Closing Date, duly executed by the parties hereto.
(c) True and correct copies of the resolutions of the board of
directors and stockholders of the Company and the board of directors of
Holdings, certified by the Secretary or Assistant Secretary of the Company, as
of the Closing Date, to be duly adopted and in full force and effect on such
date, authorizing (i) the consummation of each of the transactions contemplated
by this Agreement and (ii) specific officers to execute and deliver this
Agreement and each other Transaction Document to which it is a party.
(d) Governmental certificates, dated the most recent
practicable date prior to the Closing Date, showing that the Company is
organized and in good standing in the jurisdiction of its organization.
(e) True and correct copies, certified by the Secretary or
Assistant Secretary of the Company, of the Amended and Restated Certificate of
Designation and evidence of the filing of the Amended and Restated Certificate
of Designation with the Secretary of State of the State of Delaware.
(f) True and correct copies, certified by the Secretary or
Assistant Secretary of the Company, of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company.
(g) Certificates of the Secretary or an Assistant Secretary of
the Company, dated the Closing Date, as to the incumbency and signatures of the
officers of the Company executing this Agreement, the December 2001 Preferred
Stock and each other Transaction Document to which it is a party and any other
certificate or other document to be delivered pursuant hereto or thereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary.
(h) True and correct copies of Amendment No. 5 to Securities
Exchange Agreement and Amendment No. 1 to Stockholder Agreement, each dated as
of the Closing Date, duly executed by the parties thereto.
27
6.2 Additional Conditions. The obligation of each Noteholder to
purchase the December 2001 Preferred Stock pursuant to Section 2.2 is subject to
the additional conditions precedent that:
(a) Except as disclosed pursuant to Article 4, there shall not
have occurred any event or condition since December 31, 2000 which could have a
Material Adverse Effect.
(b) All of the representations and warranties of the Company
contained herein or in the other Transaction Documents shall be true and correct
on and as of the Closing Date as if made on such date and no breach of any
covenant contained in Article 5 shall have occurred or would result from the
Closing hereunder.
(c) The Closing shall have occurred no later than December 31,
2001.
(d) The issuance of an order by the Bankruptcy Court in the
form attached hereto as Exhibit E.
ARTICLE 7
SECURITIES LAW MATTERS
7.1 Legends. Each certificate representing the December 2001 Preferred
Stock shall bear a legend substantially in the following form:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT
FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED
PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO
EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS
OTHERWISE IN COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND
UPON EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF
COMPLIANCE WITH OR EXEMPTION FROM SUCH LAWS, AS TO WHICH THE
COMPANY MAY RELY UPON AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY."
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ARTICLE 8
INDEMNIFICATION
The Company agrees to indemnify and hold harmless each
Noteholder and its Affiliates and their respective officers, directors and
employees from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses,
and disbursements of any kind ("LOSSES") which may be imposed upon, incurred by
or asserted against such Noteholder or such other indemnified Persons in any
manner relating to or arising out of any untrue representation, breach of
warranty, or failure to perform any covenants or agreement by the Company
contained herein or in any certificate or document delivered pursuant hereto or
arising out of any Environmental Law applicable to the Company or its
Subsidiaries or otherwise relating to or arising out of the transactions
contemplated hereby.
ARTICLE 9
EXPENSES
The Company shall pay all reasonable out-of-pocket expenses of
(i) Noteholders in connection with the preparation of the Transaction Documents
and the transactions contemplated thereby including all legal expenses and (ii)
Noteholders in connection with (A) any amendment, modification or waiver, or
consent with respect to, any of the Transaction Documents and (B) any attempt to
enforce any rights of Noteholders against the Company, any Subsidiary of the
Company or any other Person, that may be obligated to any Noteholder by virtue
of any of the Transaction Documents (including the reasonable fees and expenses
of all of its counsel and consultants retained in connection with the
Transaction Documents and the transactions contemplated thereby).
ARTICLE 10
MISCELLANEOUS
10.1 Notices. Whenever it is provided herein that any notice, demand,
request, consent, approval, declaration, or other communication shall or may be
given to or served upon any of the parties by another, or whenever any of the
parties desires to give or serve upon another any such communication with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing and either shall be
delivered in person with receipt acknowledged or by registered or certified
mail, return receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback addressed as follows:
(a) If to the Company at:
Coram, Inc.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Telecopy Number: (000) 000-0000
29
with a copy (which shall not constitute a notice) to:
Xxxx Xxxxx LLP
0000 X Xxxxxx, X.X.
Xxxxx 0000 - East Tower
Washington, D.C. 20005-3317
Attn: Xxxxxx Xxxxxxx, Esq.
Telecopy Number: (000) 000-0000
(b) If to Noteholders:
Cerberus Partners, L.P.
000 Xxxx Xxx.
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Telecopy Number: (000) 000-0000
Xxxxxxx Xxxxx Credit Partners L.P.
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Telecopy Number: (000) 000-0000
Foothill Capital Corporation
00000 Xxxxx Xxxxxx Xxxx.
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xx Xxxxxxx
Telecopy Number: (000) 000-0000
with a copy (which shall not constitute a notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxx, Esq.
Telecopy Number: (000) 000-0000
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, telecopied, and confirmed by telecopy answerback, or
three (3) Business Days after the same shall have been deposited with the United
States mail.
10.2 Binding Effect; Benefits. Except as otherwise provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties to
this Agreement and their respective successors and permitted assigns. Nothing in
this Agreement, express or implied, is
30
intended or shall be construed to give any person other than the parties to this
Agreement or their respective successors or assigns any legal or equitable
right, remedy, or claim under or in respect of any agreement or any provision
contained herein.
10.3 Amendment. No amendment or waiver of any provision of this
Agreement or any other Transaction Document nor consent to any departure by the
Company therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Company and all of Noteholders, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action, of compliance
with any representations, warranties, covenants, or agreements contained herein.
The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any preceding or succeeding
breach and no failure by either party to exercise any right or privilege
hereunder shall be deemed a waiver of such party's rights or privileges
hereunder or shall be deemed a waiver of such party's rights to exercise the
same at any subsequent time or times hereunder.
10.4 Successors and Assigns; Assignability. Neither this Agreement nor
any right, remedy, obligation, or liability arising hereunder or by reason
hereof shall be assignable by the Company without the prior written consent of
all of Noteholders. Any right, remedy, obligation, or liability arising
hereunder or by reason hereof shall be assignable by Noteholders without the
prior written consent of the Company, except the obligation of Noteholders to
purchase the December 2001 Preferred Stock at Closing. All covenants contained
herein shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
10.5 Remedies. Each Noteholder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate. In any action or proceeding brought hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.
10.6 Section and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
10.7 Severability. In the event that any one or more of the provisions
contained in this Agreement shall be determined to be invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality, and
enforceability of any such provision or provisions in every other respect and
the remaining provisions of this Agreement shall not be in any way impaired.
10.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
31
10.9 Publicity. Neither Noteholders nor the Company shall issue any
press release or make any public disclosure regarding the transactions
contemplated hereby unless such press release or public disclosure is approved
by the other party in advance. Notwithstanding the foregoing, each of the
parties hereto may, in documents required to be filed by it with the SEC or
other regulatory bodies, make such statements with respect to the transactions
contemplated hereby as each may be advised by counsel is legally necessary or
advisable, and may make such disclosure as it is advised by its counsel is
required by law.
10.10 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, construed and enforced in accordance with, the laws of the State of
New York without regard to the principles thereof relating to conflict of laws.
Each of the parties hereby submits to personal jurisdiction and waives any
objection as to venue in the federal or state courts located in the County of
New York, State of
New York. Service of process on the parties in any action
arising out of or relating to this Agreement shall be effective if mailed to the
parties in accordance with Section 10.1 hereof. The parties hereto waive all
right to trial by jury in any action or proceeding to enforce or defend any
rights under this Agreement.
10.11 Bankruptcy Court Subservience. Any other provision of this
Agreement, the Stockholder Agreement, the December 2000 Exchange Agreement, the
organizational documents (including the Amended and Restated Certificate of
Incorporation, the Amended and Restated Bylaws and the Amended and Restated
Certificate of Designation) of the Company or any other document or instrument
to the contrary notwithstanding, (i) the Company and Holdings remain subject to
the jurisdiction of the bankruptcy court and its rulings and their ability to
give effect to or to recognize any action taken or condition or event existing
as a result of any provision in this Agreement or any other of such agreements,
documents or instruments relating to:
(a) the voting rights of the holders of shares of December
2000 Preferred Stock; or
(b) the number of members of the Board of Directors of the
Company which the holders of Preferred Stock have the right to elect,
is limited by and subject to such rulings, and (ii) the representations and
warranties, covenants and agreements contained in this Agreement and in such
other agreements, documents and instruments are in all respects limited by and
subject to the preceding clause (i).
10.12 December 2000 Exchange Agreement. (a) The Noteholders, as
"Noteholders" under the December 2000 Exchange Agreement, do hereby consent to
(i) any and all transactions contemplated by this Agreement; and (ii) any and
all transactions contemplated by the order by the Bankruptcy Court in the form
attached hereto as Exhibit E.
(b) The Company and the Noteholders, as "Noteholders" under
the December 2000 Exchange Agreement, do hereby agree to amend the December 2000
Exchange Agreement by (i) replacing the definition of "Permitted Liens" with the
definition of "Permitted Liens" under this Agreement; and (ii) revising all of
the schedules applicable to, and referenced in, Article 5 of the December 2000
Exchange Agreement to read in their entirety as set forth on the comparable
schedules to this Agreement.
32
IN WITNESS WHEREOF, the Company and each Noteholder has executed this
Agreement as of the day and year first above written.
CORAM, INC.
By: /s/ XXXXX XXXXXX
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Chief Financial Officer
NOTEHOLDERS:
XXXXXXX XXXXX CAPITAL PARTNERS, L.P.
By: /s/ XXXXX X. BOOK
---------------------------------------
Name: Xxxxx X. Book
Title: Authorized Signatory
CERBERUS PARTNERS, L.P.
By Cerberus Associates LLC,
its General Partner
By: /s/ XXXX X. NEPORENT
---------------------------------------
Name: Xxxx X. Neporent
Title: Managing Director
FOOTHILL CAPITAL CORPORATION
By: /s/ XXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
[Signature Page to Exchange Agreement]
33
Exchange Agreement
SCHEDULE 1.1(a)
DECEMBER 2000 NOTES
Principal Amount of Series A Senior
Subordinated Unsecured Notes: $61,207,938
Principal Amount of Series B Senior
Subordinated Unsecured Convertible Notes: $92,084,099
S-1
Exchange Agreement
SCHEDULE 1.1(b)
DECEMBER 2001 NOTES
Principal Amount of Series A Senior
Subordinated Unsecured Notes: $40,207,938
Principal Amount of Series B Senior
Subordinated Unsecured Convertible Notes: $92,084,099
S-2
Exchange Agreement
SCHEDULE 4.1
STOCKHOLDERS AND STOCK
Stockholders Shares
------------ ------
Coram Healthcare Corporation 1,000 shares of Common Stock
Cerberus Partners, L.P. 376.40 shares of Series A Preferred Stock (prior to 2001 conversion)
Xxxxxxx Xxxxx & Co. 477.94 shares of Series A Preferred Stock (prior to 2001 conversion)
Foothill Capital Corporation 197.18 shares of Series A Preferred Stock (prior to 2001 conversion)
Stock Equivalents and Other Information
None
S-3
Exchange Agreement
SCHEDULE 4.5
SUBSIDIARIES
STOCK # OF # OF % OF
DOMESTIC CLASS OF CERTIFICATE SHARES SHARES SHARES
STATE STOCK NUMBER AUTHORIZED ISSUED ISSUED
-------- ------- ----------- ---------- ------ -------
CORAM, INC. SUBSIDIARIES
Coram Alternate Site Services, Inc. Delaware Common 3 100 100 100%
Coram Healthcare Corporation of Alabama Delaware Common 02 500 100 100%
Coram Healthcare Corporation of Florida Delaware Common 2 500 500 100%
Coram Healthcare Corporation of Greater D.C Delaware Common 2 500 500 100%
Coram Healthcare Corporation of Greater New York New York Common 03 500 500 100%
Coram Healthcare Corporation of Indiana Delaware Common 02 500 100 100%
Coram Healthcare Corporation of Kentucky Kentucky Common 02 500 100 100%
Coram Healthcare Corporation of Massachusetts Delaware Common 2 1,000 500 100%
Coram Healthcare Corporation of Michigan Delaware Common 02 500 100 100%
Coram Healthcare Corporation of Mississippi Delaware Common 02 500 100 100%
Coram Healthcare Corporation of Nevada Delaware Common 2 500 500 100%
Coram Healthcare Corporation of New York New York Common 3 200 100 100%
Coram Healthcare Corporation of North Texas Delaware Common 3 100,000 1,000 100%
Coram Healthcare Corporation of Northern California Delaware Common 2 500 500 100%
Coram Healthcare Corporation of Rhode Island Delaware Common 02 500 500 100%
Coram Healthcare Corporation of South Carolina Delaware Common 02 500 100 100%
Coram Healthcare Corporation of Southern California Delaware Common 2 500 500 100%
Coram Healthcare Corporation of Southern Florida Delaware Common 2 500 500 100%
Coram Healthcare Corporation of Utah Delaware Common 2 1,000 500 100%
Coram Healthcare of Wyoming, L.L.C Delaware N/A N/A N/A N/A 100%
Coram Homecare of Illinois, Inc. Minnesota Common 2 1,000 1,000 100%
Coram Homecare of Minnesota, Inc. Delaware Common 2 1,000 500 100%
Coram Homecare of Northern California California Common 101 1,000,000 8,100 100%
Coram Prescription Services, Inc. Delaware Common 1 500 100 100%
Coram Service Corporation Delaware Common 12 5,000 1,000 100%
CTI Network, Inc. Delaware Common 1 500 500 100%
Curaflex Health Services, Inc. Delaware Common 02 500 100 100%
Fairfax Hematology- Oncology Associates, Inc. Virginia Common 11 100 8 100%
HealthInfusion, Inc. Xxxxxxx Xxxxxx X00000 1,000 100 100%
H.M.S.S., Inc. Delaware Common 4 10,000 1,000 100%
RECORD OWNER AND BENEFICIAL OWNERS
----------------------------------
CORAM, INC. SUBSIDIARIES
Coram Alternate Site Services, Inc. Curaflex Health Services, Inc.
Coram Healthcare Corporation of Alabama T2 Medical, Inc.
Coram Healthcare Corporation of Florida T2 Medical, Inc.
Coram Healthcare Corporation of Greater D.C T2 Medical, Inc.
Coram Healthcare Corporation of Greater New York T2 Medical, Inc.
Coram Healthcare Corporation of Indiana T2 Medical, Inc.
Coram Healthcare Corporation of Kentucky T2 Medical, Inc.
Coram Healthcare Corporation of Massachusetts Curaflex Health Services, Inc.
Coram Healthcare Corporation of Michigan T2 Medical, Inc.
Coram Healthcare Corporation of Mississippi T2 Medical, Inc.
Coram Healthcare Corporation of Nevada T2 Medical, Inc.
Coram Healthcare Corporation of New York Curaflex Health Services, Inc.
Coram Healthcare Corporation of North Texas Curaflex Health Services, Inc.
Coram Healthcare Corporation of Northern California T2 Medical, Inc.
Coram Healthcare Corporation of Rhode Island T2 Medical, Inc.
Coram Healthcare Corporation of South Carolina T2 Medical, Inc.
Coram Healthcare Corporation of Southern California T2 Medical, Inc.
Coram Healthcare Corporation of Southern Florida T2 Medical, Inc.
Coram Healthcare Corporation of Utah Curaflex Health Services, Inc.
Coram Healthcare of Wyoming, L.L.C Curaflex Health Services, Inc.
Coram Homecare of Illinois, Inc. Coram, Inc.
Coram Homecare of Minnesota, Inc. T2 Medical, Inc.
Coram Homecare of Northern California T2 Medical, Inc.
Coram Prescription Services, Inc. Coram, Inc.
Coram Service Corporation T2 Medical, Inc.
CTI Network, Inc. Coram, Inc.
Curaflex Health Services, Inc. T2 Medical, Inc.
Fairfax Hematology- Oncology Associates, Inc. CTI Network, Inc.
HealthInfusion, Inc. Coram, Inc.
H.M.S.S., Inc. Coram, Inc.
S-4
Exchange Agreement
STOCK # OF # OF % OF
DOMESTIC CLASS OF CERTIFICATE SHARES SHARES SHARES
STATE STOCK NUMBER AUTHORIZED ISSUED ISSUED
-------------- -------- ----------- ---------- ------ -------
Home Care Hawaii L.L.P Hawaii N/A N/A N/A N/A N/A
T2 Medical, Inc. Xxxxxxxx Xxxxxx XX00000 1,000 100 100%
Coram Independent Practice Association, Inc. New York Common 2 200 100 100%
(in Chapter 11 proceedings)
Coram Resource Network, Inc. Delaware Common 1 500 100 100%
(in Chapter 11 proceedings)
Coram Healthcare/Carolina Home Therapeutics Xxxxx Xxxxxxxx X/X X/X X/X X/X 51%
49%
RECORD OWNER AND BENEFICIAL OWNERS
----------------------------------
Home Care Hawaii L.L.P Curaflex Health Services, Inc.
T2 Medical, Inc. Coram, Inc.
Coram Independent Practice Association, Inc. Coram, Inc.
(in Chapter 11 proceedings)
Coram Resource Network, Inc. Coram, Inc.
(in Chapter 11 proceedings)
Coram Healthcare/Carolina Home Therapeutics Curaflex Health Services, Inc.
Medcorp Health Systems, Inc.
S-5
Exchange Agreement
SCHEDULE 4.6
ENFORCEABLE OBLIGATIONS
Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram
Healthcare Corporation of New York and Coram Healthcare Corporation of Greater
New York, operates home care services agencies under five separate licenses
issued by the State of New York Department of Health (the "Department"). The
contemplated transaction may be viewed by the Department as a change of
controlling person in the operators of these agencies. If so, applications for
approval of the transaction would be required to be filed with the Department
within thirty (30) days of consummation of the contemplated transaction pursuant
to state licensure laws. Under such circumstances, if the transaction has
already been consummated and approval is not ultimately obtained, the licensed
entity may be subject to fines, an order to cease the licensed operations,
and/or an order to divest itself of the ownership of the subject home care
service agencies.
S-6
Exchange Agreement
SCHEDULE 4.7
FINANCIAL CONDITION
1. On November 13, 2001, an action styled The Official Committee of
Unsecured Creditors, individually and as assignee of the claims of
Coram Resource Network, Inc. and Coram Independent Practice
Association, Inc., x. Xxxxx Healthcare Corporation, Coram, Inc., Coram
Prescription Services, Inc., HealthInfusion, Inc., H.M.S.S., Inc.,
Medisys, Inc., T2 Medical, Inc., et al. was commenced.
2. On December 21, 2001, the Bankruptcy Court denied confirmation of the
Second Joint Plan of Reorganization of Coram Healthcare Corporation and
Coram, Inc. under Chapter 11 of the Bankruptcy Code.
S-7
Exchange Agreement
SCHEDULE 4.8
PROPERTIES
Real Property Owned
None
Liens
None
Real Property Leased
See attached
S-8
Exchange Agreement
ATTACHMENT TO SCHEDULE 4.8
Real Property Leased
LESSOR ADDRESS
------ -------
Coram Alternate Site Services, Inc. 0000 XX Xxxxxx Xx
Xxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxxxxx Xxxx, Xxx 000
Xxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxx Xxxx Xxxx #0, 6 & 7
Xxxxxxx-Xxxxx, XX 00000
Coram Alternate Site Services, Inc. 00 Xxxxxx Xxxxxxx Xx
Xxxxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 000 Xxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 00xx Xx, Xxx 000
Xxxxx Xxxxxx (Xxxxxxxx), XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxxxx Xxxx Xxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 000 Xxxxxxxxx Xxxx Xx, Xxx 0
Xxxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 00 X Xxxxxxxx Xxx
Xxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0 Xxxxxx Xxxx Xx.
Xxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Coram Alternate Site Services, Inc.(1) 0000 Xxxxx Xxxx
Xxx Xxxx, XX 00000
Coram Alternate Site Services, Inc. 000 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxxxxxx Xxxxxx X.X., Xxx. X
Xxxxxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxxxxx Xxxxx, #000
Xxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxxx, XX 00000
----------
(1) Construction of tenant improvements underway. Occupancy date expected to be
on or about March 1, 2002.
S-9
Exchange Agreement
LESSOR ADDRESS
------ -------
Coram Alternate Site Services, Inc. 0000 Xxxxxx Xxxxxx, Xxx X-000, 102 &103
El Paso, TX 79912
Coram Alternate Site Services, Inc. 5521, 5523, 0000 Xxxxxxx Xx
Xxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxx
Xxxxxx, XX 00000
Coram Alternate Site Services, Inc. 00000 X. Xxxxxx Xxxx
Xxx Xxxxxx, XX 00000
Coram Alternate Site Services, Inc. Xxxx Xxx, Xxxxx 000
000 Xxxxx Xxxxx Xxxx
Xx. Xxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 XX 0xx Xx, Xxx 000
Xxxxxxxx Xxxx, XX 00000
Coram Alternate Site Services, Inc. 0000-0000 X 000xx Xxxxxx
Xxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Coram Alternate Site Services, Inc. 13205 Lakefront
Xxxxx Xxxx, XX 00000
Coram Alternate Site Services, Inc. 0000 X. Xxxx #000
Xxxxxxx, XX 00000
Coram Alternate Site Services, Inc.(2) 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxx X
Xxxxxxxx, XX 00000
Coram Alternate Sites Services, Inc. 00000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Coram Alternate Sites Services, Inc. 0 Xxxxxxxxxxxxxx Xxxx, Xxx X-0
Xxxxxxxxx, XX 00000
Coram Alternate 0000-X Xxxxxxxx Xxxx Xxxx
Site Services, Inc. Xxxxxxxxx, XX 00000
Coram Alternate 0000 Xxxxx Xxxxxxxx Xxxxxx #000
Site Services, Inc. Xxxxxx, XX 00000
Coram Healthcare Corporation and Coram, Inc. 0000 Xxxxxxxx
Xxxxxx, XX 00000
Coram Healthcare Corporation of Alabama 000 XxxxxXxxxx Xxxxxxxx Xxxx, Xxx. 000
Xxxxxxxxxx, XX 00000
Coram Healthcare Corporation of Greater D.C 0000 Xxxxxxxx Xxxxxxx Xx, Xxx X
Xxxxxxxx XX 00000
----------
(2) Early termination option as of August 1, 2002
S-10
Exchange Agreement
LESSOR ADDRESS
------ -------
Coram Healthcare Corporation of Greater D.C 0000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Coram Healthcare Corporation of Greater New York 0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Coram Healthcare Corporation of Mississippi 0 Xxx Xxxxx Xxxxx, Xxx X&X
Xxxxxxx, XX 00000
Coram Healthcare Corporation of Nevada 0000 Xxxx Xxxxxx, #000 & 000
Xxxxxx, XX 00000
Coram Healthcare Corporation of Nevada 000 X. Xxxxx Xx, Xxx 000
Xxx Xxxxx, XX 00000
Coram Healthcare Corporation of New York 000 Xxxxx Xxxxxx Xx, Xxxxx 000
Xxxxxxx, XX 00000
Coram Healthcare Corporation of North Texas 0000 Xxx Xxxx #000
Xxxxxx, XX 00000
Coram Healthcare Corporation of Northern California
0000 Xxxxxxx Xx, Xxx X
Xxxxxxxxxx, XX 00000
Coram Healthcare Corporation of Northern
California 00000 Xxxxx Xxxx
Xxxxxxx, XX 00000
Coram Healthcare Corporation of Rhode Island 000 Xxxxxxxxx Xxxx, Xxx X
Xxxxxxx, XX 00000
Coram Healthcare Corporation of Southern
California 000 Xxxxx Xxxxxxxxx Xxxxxx X-000
Xxxxx Xxxxxxx (Goleta), CA 93111
Coram Healthcare Corporation of Southern
California 0000 X Xxxxxx Xx, Xxx X
Xxxxxxx, XX 00000
Coram Healthcare Corporation of Southern
California 0000 Xxx Xxxxxx #000
Xxxxxx, XX 00000
Coram Healthcare Corporation of Southern
Florida 00000 Xxxxx Xxxxxxxxx #000
Xxxxxxxx Xxxxx, XX 00000
Coram Healthcare of Wyoming, L.L.C 000 Xxxxx Xxxxxx Xxxxxx, #000
Xxxxxx, XX 00000
Coram, Inc. 0 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Coram, Inc. 0000 Xxxxxx Xx, Xxx 000XX
Xxxxxxxxxx, XX 00000
Coram, Inc. 0000 Xxxxxxxx Xxx, Xxx 000
Xxxxxxxxxxxx, XX 00000
Coram, Inc. 0000 Xxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Coram, Inc. 000 Xxxxxxxxx Xxxxxx #0000
Xxx Xxxx, XX 00000
Coram, Inc. 0000 Xxxxxxxxx Xxxx Xx, Xxx 000
Xxxxxxxxxxx, XX 00000
S-11
Exchange Agreement
LESSOR ADDRESS
------ -------
Coram, Inc. 0000 Xxxxxxxxxx Xxxx, Xxx 0000
Xxxxxxx, XX 00000
Coram, Inc. 0000 Xxxxx Xxxxxxx Xxx
Xxxxxxxx, XX 00000
Coram, Inc. 0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
Coram, Inc. 0000 X. Xxxxx Xx
Xxxxx, XX 00000
Coram, Inc. 0000 Xxxxxxx Xx, Xxx X
Xxxxxxxxxx, XX 00000
Coram, Inc. 000 Xxxx Xxxxxx #000, Xxxxxx X
Xxxx Xxxxx, XX 00000
Coram, Inc. 0000 000xx Xxxxxx X. X.
Xxxxx 000
Xxxxxxxx, XX
Curaflex Health Services, Inc.(3) 0000 Xxxx Xxxxxx Xxxx, 0xx & 0xx Xxxxx
Xxxxxxx, XX
Home Care Hawaii L.L.P 00-000 Xxxx Xxxxxx
Xxxxxxx, XX 00000-0000
----------
(3) A substantial amount of this property is subleased to third parties.
S-12
Exchange Agreement
SCHEDULE 4.13
TAXES
INTERNAL REVENUE SERVICE AUDITS - ONGOING
Entity Tax Year(s)
------ -----------
Coram Healthcare Corporation & Subsidiaries 09/30/94
Coram Healthcare Corporation & Subsidiaries 9/30/95
T2 Medical, Inc. & Subs. 9/30/87 - 91 Relates to NOLs carried back from 9/30/95
EXTENSIONS OF TIME TO FILE TAX RETURNS
None
TAX SHARING AGREEMENT
There are no tax sharing agreements
S-13
Exchange Agreement
SCHEDULE 4.14
LITIGATION
1. T2 MEDICAL, INC. AND CORAM HEALTHCARE CORPORATION V. COMMISSIONER OF INTERNAL
REVENUE SERVICE. In August of 1999, Coram Healthcare Corporation ("CHC") and T2
Medical, Inc. ("T2") filed a petition in the Tax Court disputing a statutory
notice of deficiency received from the Internal Revenue Service associated with
the 1995 tax year and related tax refund. The IRS disputed several deductions
taken by T2 and is demanding the return of approximately $12.7 million in
refunds received plus the payment of interest and penalties. CHC has accepted a
proposed settlement of this matter for $18.2 million. Such settlement must be
approved by the Joint Committee of Taxation of the United States Congress.
2. SUBSTANTIVE CONSOLIDATION MOTION OF THE RESOURCE NETWORK BANKRUPTCY ESTATE.
The Chief Restructuring Officer of the bankruptcy estates for Coram Resource
Network, Inc. ("CRN") and Coram Independent Practice Association, Inc. ("CIPA")
(collectively, CRN and CIPA shall be referred to as the "Resource Network
Subsidiaries") filed a motion in the Chapter 11 Cases for substantive
consolidation of the Resource Network Subsidiaries bankruptcy case with the
Chapter 11 Cases. Pursuant to this motion, all intercompany claims would be
eliminated, all assets of the Resource Network Subsidiaries along with CHC and
Borrower would be pooled and all claims filed against the Resource Network
estates would be treated as filed in the Chapter 11 Cases. The motion alleged
damages of over $41 million. A settlement agreement was executed in December
2000 that contemplated payment by CHC of $1 million for the settlement of
certain claims. However, because of the unwillingness of the Resource Network
Subsidiaries Creditors Committee to provide certain releases to CHC and
Borrower, the settlement has not been agreed to and the matters raised by the
motion have not been resolved.
3. RESOURCE NETWORK BANKRUPTCY ESTATE X. XXXXX HEALTHCARE CORPORATION, CORAM,
INC., et al. On November 13, 2001, the Unsecured Creditors Committee of the
Resource Network Subsidiaries bankruptcy estate filed a suit alleging a number
of causes of action, including, breach of fiduciary duty, and RICO violations
related to fraudulent and preferential transfers to CHC and Borrower, certain of
its current and former officers and directors, and the Noteholders. The
complaint alleges damages of over $52 million. To date, the complaint has not
been served on certain of the defendants, including GSCP and Foothill.
4. APRIA HEALTHCARE, INC., et al. X. XXXXX HEALTHCARE CORPORATION, CORAM
RESOURCE NETWORK, INC. AND CORAM INDEPENDENT PRACTICE ASSOCIATION, INC. Apria
Healthcare, Inc. ("Apria") and one of its affiliates (collectively "Apria")
filed suit against CHC and the Resource Network Subsidiaries in August 1999.
Apria's claims relate to services that were rendered as part of certain home
health provider networks managed by the Resource Network Subsidiaries. Apria's
complaint alleges, among other things, that the Resource Network Subsidiaries
operated as the alter ego of CHC and, as a result, CHC should be declared
responsible for the alleged breaches of the contracts that the
S-14
Exchange Agreement
Resource Network Subsidiaries had with Apria. The complaint included requests
for declaratory, compensatory and other relief in excess of $1.4 million. In
March 2001, the parties agreed to dismiss this case without prejudice. If the
settlement of the Resource Network Substantive Consolidation Motion described
above is completed, any exposure to CHC should be eliminated, as Apria is a
member of the creditors committee of the resource Network Subsidiaries
Bankruptcy Estate.
5. ARBITRATION DEMAND OF TBOB ENTERPRISES, INC. f/k/a MEDICAL MANAGEMENT
SERVICES OF OMAHA, INC. AGAINST CORAM HEALTHCARE CORPORATION. In July 2000, TBOB
Enterprises, Inc. ("TBOB") filed an arbitration demand against CHC claiming that
CHC breached its obligations under an agreement entered into by the parties in
1996 relating to a prior earn-out obligation of CHC's subsidiary, Curaflex
Health Services, Inc. ("Curaflex"), that originated from Curaflex's acquisition
of the claimant's prescription services business in 1993. CHC and Curaflex
operated the business under the name "Coram Prescription Services" ("CPS"), and
the assets of the CPS business were sold on July 31, 2000. TBOB alleges, among
other things, that CHC has impaired the earn-out payments due TBOB by improperly
charging certain expenses to the CPS business and failing to fulfill the
Parent's commitments to enhance the value of CPS by marketing its services. The
TBOB demand claims damages of more than $898,000. CHC has retained outside
counsel on this matter and an answer was filed. This matter has been stayed
pending the resolution of the Chapter 11 Cases.
6. XXXX XXXXX et al. V. XXXXXXX XXXXXXXX, et al. A Class Action Compliant was
filed on November 8, 2000 and an amended Class Action complaint was filed on
November 15, 2000, alleging that certain former and current officers and
directors of CHC, its subsidiaries and its principal lenders implemented a
scheme to perpetrate a fraud on the market for common stock of CHC, in order to
artificially depress the trading price of such shares, and create the false
impression that the stockholders equity was decreasing in value and was
ultimately worthless. The Plaintiffs allege that members of the class sustained
total investment losses of $50 million or more. A Second Amended Complaint was
filed on March 21, 2001, which removed a number of CHC's current and former
officer's and directors as defendants. On June 14, 2001, a Third Amended
Complaint was filed which eliminated references to CHC's corporate assets. The
complaint has been dismissed as against GSCP and Foothill.
7. XXXX X. XXXXX X. XXXXX HEALTHCARE CORPORATION. Plaintiff, a former Vice
President of Reimbursement of CHC, filed suit against CHC alleging she was
wrongfully terminated in violation of federal and state anti-discrimination
statutes. She further alleges that she was terminated as a result of discovering
certain wrongful claims practices of CHC. CHC denied all allegations in the
complaint. CHC's Motion for Summary Judgment was granted on three out of
Plaintiff's four claims. The only surviving claim is based on age
discrimination. Plaintiff has filed a $5 million proof of claim in the Chapter
11 Cases. Any liability of CHC in this case should be covered by CHC's insurance
carrier. However, such carrier is now under an Order of Liquidation and it is
unclear how such order may affect CHC's exposure.
S-15
Exchange Agreement
8. XXXX XXXXX ARBITRATION. The former President and Chief Executive Officer of
CHC had a separation agreement with CHC and Borrower that was potentially
binding on the Guarantors. CHC suspended payment under this agreement due to the
Chapter 11 Cases. Claimant filed a Proof of Claim in the Chapter 11 proceeding
for $595,469. Mediation efforts in this case were not effective. Arbitration of
this matter has been scheduled for February 2002.
9. XXXX XXX XXXXXX EEOC CHARGE. A claim of discrimination was filed by former
employee Xxxx Xxx Xxxxxx at the Chicago Office of the EEOC, alleging
discrimination on the basis of gender and pregnancy. The Bankruptcy Court lifted
the automatic stay for Xx. Xxxxxx to seek a Right to Xxx Letter from the EEOC,
which was issued on June 27, 2001. Xx. Xxxxxx'x last demand was $225,000.
S-16
Exchange Agreement
SCHEDULE 4.16
GOVERNMENTAL APPROVALS
Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram
Healthcare Corporation of New York and Coram Healthcare Corporation of Greater
New York, operates home care services agencies under five separate licenses
issued by the State of New York Department of Health (the "Department"). The
contemplated transaction may be viewed by the Department as a change of
controlling person in the operators of these agencies. If so, applications for
approval of the transaction would be required to be filed with the Department
within thirty (30) days of consummation of the contemplated transaction pursuant
to state licensure laws. Under such circumstances, if the transaction has
already been consummated and approval is not ultimately obtained, the licensed
entity may be subject to fines, an order to cease the licensed operations,
and/or an order to divest itself of the ownership of the subject home care
service agencies.
S-17
Exchange Agreement
SCHEDULE 4.17
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
TRADEMARKS:
REGISTRATION REGISTRATION
COMPANY COUNTRY TRADEMARK NUMBER DATE
------- ------- --------- ------------ ------------
Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,766,369 4/20/93
Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,782,299 7/13/93
Coram, Inc. USA BABYSTART 1,839,093 6/7/94
Coram, Inc. USA CARING, TOGETHER 2,043,411 3/11/97
Coram, Inc. USA CATH-TRAIN 1,292,689 9/4/84
Coram, Inc. USA THE CORAM RESOURCE NETWORK 2,152,708 4/21/98
Coram, Inc. USA CRITICAL CARE AMERICA 1,744,060 12/29/92
Curaflex Health Services, Inc. USA CURAFLEX 1,487,963 5/10/88
Coram, Inc. USA DESIGN ONLY 1,209,221 9/14/82
Coram, Inc. USA FIRST ACTIVITY 1,839,007 6/7/94
HealthInfusion, Inc. USA FIRST CIRCLE 1,820,119 2/8/94
HealthInfusion, Inc. USA HEALTHINFUSION 1,737,332 12/1/92
Coram, Inc. USA HOME-NET 1,754,314 2/23/93
Coram, Inc. USA HOMEPRO 1,411,199 9/30/86
H.M.S.S., Inc. USA IN TOUCH 1,766,976 4/20/93
Coram, Inc. USA PEDIATRICARE AMERICA 1,772,624 5/18/93
HealthInfusion, Inc. USA THE REVOLUTION IN MANAGED 1,820,118 2/8/94
CARE
T2 Medical, Inc. USA SPARC 1,894,283 5/16/95
Coram, Inc. USA WE BRING KIDS' CARE HOME 1,773,883 5/25/93
Coram, Inc. USA PHARMIX Unregistered
PATENTS:
COMPANY COUNTRY TITLE PATENT NUMBER ISSUE DATE
------ ------- ----- ------------- ----------
Coram, Inc. USA Non-exclusive sublicense 4,857,555
tp practice United States
Patent No. 4,857,555 to
prescription compound,
dispense and sell in
accordance with written
physician prescriptions
pursuant to License
Agreement dated
November 13, 1998.
S-18
COPYRIGHTS:
COMPANY COUNTRY TITLE TYPE OF WORK ISSUE DATE
------ ------- ----- ------------- ----------
Coram, Inc. retains copyrights for Clinical Policies and
numerous materials including but not Procedures
limited to the provided example list.
Marketing Materials
Education Materials (in
connection with Clinical
Education Units)
TRADE NAMES:
Coram Healthcare
Coram
Coram Hemophilia Services
Coram Anti-infective Services
Coram Transplant Services
Coram Nutrition Services
Coram Chronic Disorders
SERVICE MARKS:
Coram Healthcare NUTRITION
Corporation-Unregistered SUPPORT
Service Xxxx CONSUMER
SATISFACTION
PROGRAM
MATERIAL LICENSES & PERMITS
(See attached)
MATERIAL NAMES:
Coram Prescription Services, a registered fictitious name.
Coram Healthcare Pharmacy, a registered fictitious name.
Corameters, a common law service xxxx.
HealthQuest Infusions, a registered fictitious name.
The corporate names listed on Schedule 4.5 hereto and the rights associated
therewith.
The parties also have various trade secrets which are impractical to list.
S-19
Attachment to Schedule 4.17
Name/DBA City St Type of License License Number
==================================================================================================================================
Coram Healthcare Corporation of Alabama Birmingham AL Resident Pharmacy License 110472
Coram Healthcare Corporation of Alabama Birmingham AL Resident Controlled Substance
License CS-110472
Coram Healthcare Corporation of Alabama Birmingham AL National Council for Prescription
Drug Programs 01-19455
Coram Healthcare Corporation of Alabama Birmingham AL Medicare-Part B 0467550001
Coram Healthcare Corporation of Alabama Birmingham AL Medicare-Local B AL Pending
Coram Healthcare Corporation of Alabama Birmingham AL Medicaid-Pharmacy AL 10002638
Coram Healthcare Corporation of Alabama Birmingham AL JCAHO 101157
Coram Healthcare Corporation of Alabama Birmingham AL Federal Drug Administration Distributor Only
Coram Healthcare Corporation of Alabama Birmingham AL DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Tempe AZ Resident Pharmacy License 002749
Coram Alternate Site Services, Inc. Tempe AZ Non-Resident Pharmacy License CA NRP258
Coram Alternate Site Services, Inc. Tempe AZ National Council for Prescription
Drug Programs 0321579
Coram Alternate Site Services, Inc. Tempe AZ Medicare-Part B 0976970065
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxx X XX 00000
Coram Alternate Site Services, Inc. Tempe AZ Xxxxxxxx-Xxxxxxxx/XXX XX 000000
Coram Alternate Site Services, Inc. Tempe AZ JCAHO 114453
Coram Alternate Site Services, Inc. Xxxxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. Tempe AZ DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Tempe AZ Clinical Laboratory Improvement
Amendment Certificate of Wavier 03D0913879
Coram Alternate Site Services, Inc. San Diego CA Resident Pharmacy License PHY 40932
Coram Alternate Site Services, Inc. San Diego CA National Council for Prescription
Drug Programs 0522311
Coram Alternate Site Services, Inc. San Diego CA Medicare-Part B 0976970055-IV
Coram Alternate Site Services, Inc. San Diego CA Medicare-Local B CA Pending
Coram Alternate Site Services, Inc. San Diego CA Medical Device Retailer CA Pending?
Coram Alternate Site Services, Inc. Xxx Xxxxx XX Xxxxxxxx-Xxxxxxxx/XXX XX XXX000000
Coram Alternate Site Services, Inc. Xxx Xxxxx XX XXXXX 00000
Coram Alternate Site Services, Inc. San Diego CA Home Health Agency License 0800429
Coram Alternate Site Services, Inc. San Diego CA Federal Drug Administration 2028384/LOS
Coram Alternate Site Services, Inc. San Diego CA DEA Certificate XX0000000
Coram Alternate Site Services, Inc. San Diego CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0861432
Coram Healthcare Corporation of Northern California Hayward CA Resident Pharmacy License PHY 41468
Coram Healthcare Corporation of Northern California Sacramento CA Resident Pharmacy License PHY 40668
Coram Healthcare Corporation of Northern California Hayward CA National Council for Prescription
Drug Programs 05 22385
Coram Healthcare Corporation of Northern California Sacramento CA National Council for Prescription
Drug Programs 0526763
Coram Healthcare Corporation of Northern California Hayward CA Medicare-Part B 0327160005
Coram Healthcare Corporation of Northern California Sacramento CA Medicare-Part B 0000000000
S-20
Attachment to Schedule 4.17
Coram Healthcare Corporation of Northern California Sacramento CA Medicare-Local B PHA406630
Coram Healthcare Corporation of Northern California Hayward CA Xxxxxxx Xxxxx Xxxxxxxxx X00000
Coram Healthcare Corporation of Northern California Hayward CA Xxxxxxxx-Xxxxxxxx/XXX XX XXX000000
Coram Healthcare Corporation of Northern California Sacramento CA Xxxxxxxx-Xxxxxxxx/XXX XX XXX000000
Coram Healthcare Corporation of Northern California Hayward CA JCAHO 146696
Coram Healthcare Corporation of Northern California Sacramento CA JCAHO 146696
Coram Healthcare Corporation of Northern California Hayward CA Home Health Agency License 020000338
Coram Healthcare Corporation of Northern California Sacramento CA Home Health Agency License 020000338 (Branch)
Coram Healthcare Corporation of Northern California Hayward CA DEA Certificate XX0000000
Coram Healthcare Corporation of Northern California Sacramento CA DEA Certificate XX0000000
Coram Healthcare Corporation of Northern California Sacramento CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0881634
Coram Healthcare Corporation of Northern California Hayward CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0913815
Coram Healthcare Corporation of Southern California Glendale CA State Wholesale Pharmacy Permit WLS 0000
Xxxxx Xxxxxxxxxx Xxxxxxxxxxx xx Xxxxxxxx Xxxxxxxxxx Xxxxxxxx XX Resident Pharmacy License PHY 00000
Xxxxx Xxxxxxxxxx Xxxxxxxxxxx xx Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX Resident Pharmacy License PHY 40884
Coram Healthcare Corporation of Southern California Tustin CA Resident Pharmacy License PHY 45425
Coram Healthcare Corporation of Southern California Santa Barbara CA Resident Pharmacy License PHY 43114
Coram Healthcare Corporation of Southern California Glendale CA National Council for Prescription
Drug Programs 05 22525
Coram Healthcare Corporation of Southern California Ontario CA National Council for Prescription
Drug Programs 0553708
Coram Healthcare Corporation of Southern California Tustin CA National Council for Prescription
Drug Programs 0577443
Coram Healthcare Corporation of Southern California Santa Barbara CA National Council for Prescription
Drug Programs 0577493
Coram Healthcare Corporation of Southern California Glendale CA Medicare-Part B 0563500002
Coram Healthcare Corporation of Southern California Ontario CA Medicare-Part B 0563500003
Coram Healthcare Corporation of Southern California Tustin CA Medicare-Part B 0000000000
Coram Healthcare Corporation of Southern California Santa Barbara CA Medicare-Part B 0563500005
Coram Healthcare Corporation of Southern California Glendale CA Medical Waste Hauler Permit LQHE 488
Coram Healthcare Corporation of Southern California Ontario CA Medical Waste Hauler Permit 9506070748
Coram Healthcare Corporation of Southern California Tustin CA Medical Waste Hauler Permit HSO#162072
Coram Healthcare Corporation of Southern California Ontario CA Medical Waste Generator 9404187195
Coram Healthcare Corporation of Southern California Tustin CA Medical Waste Generator Pending
Coram Healthcare Corporation of Southern California Glendale CA Medical Waste Generator LQG 117
Coram Healthcare Corporation of Southern California Glendale CA Medicaid-Pharmacy/DME CA To Be Filed
Coram Healthcare Corporation of Southern California Ontario CA Medicaid-Pharmacy/DME CA PHA 408840
Coram Healthcare Corporation of Southern California Tustin CA Medicaid-Pharmacy/DME CA PHA 431730
Coram Healthcare Corporation of Southern California Santa Barbara CA Medicaid-Pharmacy/DME PHA431730
Coram Healthcare Corporation of Southern California Glendale CA JCAHO 73159
Coram Healthcare Corporation of Southern California Ontario CA JCAHO 73159
S-21
Attachment to Schedule 4.17
Coram Healthcare Corporation of Southern California Tustin CA JCAHO 73159
Coram Healthcare Corporation of Southern California Santa Barbara CA JCAHO 73159
Coram Healthcare Corporation of Southern California Glendale CA Home Health Agency License 980000724
Coram Healthcare Corporation of Southern California Ontario CA Home Health Agency License 2400748
Coram Healthcare Corporation of Southern California Tustin CA Home Health Agency License 2400748-Branch
Coram Healthcare Corporation of Southern California Santa Barbara CA Home Health Agency License 050000279
Coram Healthcare Corporation of Southern California Glendale CA Exemptee License EXC 13200
Coram Healthcare Corporation of Southern California Glendale CA DEA Certificate XX0000000
Coram Healthcare Corporation of Southern California Tustin CA DEA Certificate XX0000000
Coram Healthcare Corporation of Southern California Santa Barbara CA DEA Certificate XX0000000
Coram Healthcare Corporation of Southern California Ontario CA DEA Certificate XX0000000
Coram Healthcare Corporation of Southern California Ontario CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0913814
Coram Healthcare Corporation of Southern California Santa Barbara CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0878452
Coram Healthcare Corporation of Southern California Glendale CA Clinical Laboratory Improvement
Amendment Certificate of Wavier 05D0913813
Coram Alternate Site Services, Inc. Englewood CO Resident Pharmacy License 370000024
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License NE 76
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License NM PH-00001758
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License UT 00-000000-0000
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License WY 06-14380
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Controlled Substance UT 00-000000-0000
Coram Alternate Site Services, Inc. Englewood CO Non-Resident Controlled Substance WY 06-14380-XX
Xxxxx Alternate Site Services, Inc. Englewood CO National Council for Prescription
Drug Programs 06 14380
Coram Alternate Site Services, Inc. Englewood CO Medicare-Part B 0976970044
Coram Alternate Site Services, Inc. Englewood CO Medicare-Local B 31163
Coram Alternate Site Services, Inc. Englewood CO Medicaid-Pharmacy/DME CO 03002565
Coram Alternate Site Services, Inc. Xxxxxxxxx XX XXXXX 00000
Coram Alternate Site Services, Inc. Englewood CO DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Englewood CO Clinical Laboratory Improvement
Amendment Certificate of Wavier 06D0938159
Coram Alternate Site Services, Inc. Wallingford CT Resident Pharmacy License 01335
Coram Alternate Site Services, Inc. Wallingford CT National Council for Prescription
Drug Programs 0716425
Coram Alternate Site Services, Inc. Wallingford CT Medicare-Part B 0976970031
Coram Alternate Site Services, Inc. Wallingford CT Medicaid-Pharmacy CT 004143145
Coram Alternate Site Services, Inc. Wallingford CT Medicaid-DME CT 004138972
Coram Alternate Site Services, Inc. Wallingford CT JCAHO 73165**
Coram Alternate Site Services, Inc. Wallingford CT DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Jacksonville FL Resident Pharmacy License PH0013472
Coram Alternate Site Services, Inc. Jacksonville FL Occupational License 006617-0000-9
S-22
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Jacksonville FL Non-Resident Pharmacy License MD PO2391
Coram Alternate Site Services, Inc. Jacksonville FL National Council for Prescription
Drug Programs 10 76149
Coram Alternate Site Services, Inc. Jacksonville FL Medicare-Part B 0976970006
Coram Alternate Site Services, Inc. Jacksonville FL Medical Waste Generator 166403113
Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-Pharmacy FL 105458900
Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-DME FL 105458901
Coram Alternate Site Services, Inc. Xxxxxxxxxxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. Jacksonville FL Home Health Agency License HHA20222096
Coram Alternate Site Services, Inc. Jacksonville FL DEA Certificate XX0000000
Coram Healthcare Corporation of Florida Tampa FL State Laboratory Permit 800012061
Coram Healthcare Corporation of Florida Tampa FL Resident Pharmacy License PH0013951
Coram Healthcare Corporation of Florida Tampa FL Occupational License 14068/8564
Coram Healthcare Corporation of Florida Tampa FL National Council for Prescription
Drug Programs 1075349
Coram Healthcare Corporation of Florida Tampa FL Medicare-Part B 0000000000
Coram Healthcare Corporation of Florida Tampa FL Medicare-Local B FL Pending
Coram Healthcare Corporation of Florida Tampa FL Medical Waste Generator 00-00-00000
Coram Healthcare Corporation of Florida Tampa FL Medicaid-Pharmacy FL 103594100
Coram Healthcare Corporation of Florida Tampa FL Medicaid-Pharmacy TX 599286
Coram Healthcare Corporation of Florida Tampa FL Medicaid-Home Health FL 103594102
Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME FL 103594101
Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME TX 145471201
Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME TX 143850901
Coram Healthcare Corporation of Florida Tampa FL JCAHO 139259**
Coram Healthcare Corporation of Florida Tampa FL Home Health Agency License HHA202960961
Coram Healthcare Corporation of Florida Tampa FL DEA Certificate XX0000000
Coram Healthcare Corporation of Florida Tampa FL Clinical Laboratory Improvement
Amendment Certificate of Wavier 10D0926885
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL State Laboratory Permit L800006569
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Occupational License 98000071001
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL National Council for Prescription
Drug Programs 10 76137
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Medical Waste Generator 00-00-00000
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Medicaid-Home Health RI CH26526
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL JCAHO 139259**
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Home Health Agency License HHA20290096
Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Clinical Laboratory Improvement
Amendment Certificate of Wavier 10D0983445
Coram Alternate Site Services, Inc. Marietta GA Resident Pharmacy License 006180
Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License AL 110596
Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License FL PH 0015981
S-23
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License AL 200361 - Mail Order
Coram Alternate Site Services, Inc. Marietta GA Non-Resident Controlled Substance AL 110596-XX
Xxxxx Alternate Site Services, Inc. Marietta GA National Council for Prescription Drug Programs 11 41819
Coram Alternate Site Services, Inc. Marietta GA Medicare-Part B 0976970070
Coram Alternate Site Services, Inc. Marietta GA Medicare-Local B GA Pending
Coram Alternate Site Services, Inc. Marietta GA Medicaid-Pharmacy/DME GA 00676255A
Coram Alternate Site Services, Inc. Marietta GA JCAHO 73168**
Coram Alternate Site Services, Inc. Marietta GA DEA Certificate XX0000000
Home Care Hawaii L.L.P Waipahu HI Resident Pharmacy License PHY-592
Home Care Hawaii L.L.P Waipahu HI Resident Controlled Substance License E02878
Home Care Hawaii L.L.P Waipahu HI National Council for Prescription Drug Programs 1203722
Home Care Hawaii L.L.P Waipahu HI Medicare-Part B 1207750001
Home Care Hawaii L.L.P Waipahu HI Medicaid-Pharmacy/DME Pending
Home Care Hawaii L.L.P Waipahu HI JCAHO 0086188
Home Care Hawaii L.L.P Waipahu HI DEA Certificate XX0000000
Home Care Hawaii L.L.P Waipahu HI Clinical Laboratory Improvement Amendment
Certificate of Wavier 12D0940811
Coram Alternate Site Services, Inc. Davenport IA Resident Pharmacy License 216
Coram Alternate Site Services, Inc. Davenport IA Resident Controlled Substance License 1107312
Coram Alternate Site Services, Inc. Davenport IA Non-Resident Pharmacy License IL 054-013054
Coram Alternate Site Services, Inc. Davenport IA Non-Resident Pharmacy License MO PS 006052
Coram Alternate Site Services, Inc. Davenport IA Non-Resident Controlled Substance IL 032-005089
Coram Alternate Site Services, Inc. Davenport IA National Council for Prescription Drug Programs 16 17921
Coram Alternate Site Services, Inc. Davenport IA Medicare-Part B 0000000000
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME 0121756
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME IL 760215922001
Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy KY 5400149000/6439
Coram Alternate Site Services, Inc. Davenport IA JCAHO 106767**
Coram Alternate Site Services, Inc. Davenport IA DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Davenport IA Clinical Laboratory Improvement Amendment
Certificate of Wavier 16D0915297
Coram Alternate Site Services, Inc. Boise ID State Laboratory Permit P789
Coram Alternate Site Services, Inc. Boise ID Resident Pharmacy License 1014PA
Coram Alternate Site Services, Inc. Boise ID Non-Resident Pharmacy License OR 001566
Coram Alternate Site Services, Inc. Boise ID National Council for Prescription Drug Programs 13 05906
Coram Alternate Site Services, Inc. Boise ID Medicare-Part B 0976970061
Coram Alternate Site Services, Inc. Boise ID Medicare-Local B 1910873
Coram Alternate Site Services, Inc. Boise ID Xxxxxxxx-Xxxxxxxx XX X000000
Coram Alternate Site Services, Inc. Boise ID Medicaid-Pharmacy/DME ID 0130017
S-24
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Boise ID JCAHO 73174**
Coram Alternate Site Services, Inc. Boise ID DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Boise ID Clinical Laboratory Improvement Amendment
Certificate of Wavier 13D0989080
Coram Alternate Site Services, Inc. Mt. Prospect IL Resident Pharmacy License 0054-013063
Coram Alternate Site Services, Inc. Mt. Prospect IL Resident Controlled Substance License 0032-005096
Coram Alternate Site Services, Inc. Mt. Prospect IL Non-Resident Pharmacy License IN 64000034
Coram Alternate Site Services, Inc. Mt. Prospect IL National Council for Prescription Drug Programs 1466146
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicare-Part B 0976970005
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-Pharmacy IL 760215922005
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-Home Health IL Pending
Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-DME IL 760215922003
Coram Alternate Site Services, Inc. Xx. Xxxxxxxx XX XXXXX 00000
Coram Alternate Site Services, Inc. Mt. Prospect IL Home Health Agency License 1010093
Coram Alternate Site Services, Inc. Mt. Prospect IL DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Mt. Prospect IL Clinical Laboratory Improvement Amendment
Certificate of Wavier 14D0862753
Coram Alternate Site Services, Inc. Indianapolis IN Resident Pharmacy License 60004802
Coram Alternate Site Services, Inc. Fort Xxxxx IN Resident Pharmacy License 60004801
Coram Alternate Site Services, Inc. Indianapolis IN Resident Controlled Substance License 60004802B
Coram Alternate Site Services, Inc. Fort Xxxxx IN Resident Controlled Substance License 60004801B
Coram Alternate Site Services, Inc. Indianapolis IN Non-Resident Pharmacy License IL 0054-013150
Coram Alternate Site Services, Inc. Fort Xxxxx IN Non-Resident Pharmacy License OH 00-0000000
Coram Alternate Site Services, Inc. Fort Xxxxx IN Non-Resident Pharmacy License AR X-01455
Coram Alternate Site Services, Inc. Fort Xxxxx IN Non-Resident Pharmacy License MI 0000000000
Coram Alternate Site Services, Inc. Indianapolis IN Non-Resident Controlled Substance IL 0032-005150
Coram Alternate Site Services, Inc. Fort Xxxxx IN Non-Resident Controlled Substance MI 5315005373
Coram Alternate Site Services, Inc. Indianapolis IN National Council for Prescription
Drug Programs 15 31967
Coram Alternate Site Services, Inc. Fort Xxxxx IN National Council for Prescription
Drug Programs 15 31854
Coram Alternate Site Services, Inc. Indianapolis IN Medicare-Part B 0976970016
Coram Alternate Site Services, Inc. Fort Xxxxx IN Medicare-Part B 0976970022
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME IN 200101510
Coram Alternate Site Services, Inc. Indianapolis IN Xxxxxxxx-Xxxxxxxx/XXX XX 0000000
Coram Alternate Site Services, Inc. Fort Xxxxx IN Medicaid-Pharmacy/DME IN 200026250
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME IL 760215922007
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy KY 54031232
Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-DME KY Pending
Coram Alternate Site Services, Inc. Indianapolis IN JCAHO 108492**
Coram Alternate Site Services, Inc. Fort Xxxxx IN JCAHO 108492
S-25
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Fort Xxxxx IN Home Health Agency License 005875
Coram Alternate Site Services, Inc. Indianapolis IN Home Health Agency License 005876
Coram Alternate Site Services, Inc. Indianapolis IN Federal Drug Administration 1836103
Coram Alternate Site Services, Inc. Indianapolis IN DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Fort Xxxxx IN DEA Certificate XX0000000
Coram Healthcare Corporation of Indiana Crown Point IN Resident Pharmacy License 60004457
Coram Healthcare Corporation of Indiana Crown Point IN Resident Controlled Substance License 60004457B
Coram Healthcare Corporation of Indiana Crown Point IN Non-Resident Pharmacy License IL 054-013299
Coram Healthcare Corporation of Indiana Crown Point IN Non-Resident Controlled Substance IL 032-005256
Coram Healthcare Corporation of Indiana Crown Point IN National Council for Prescription Drug Programs 15 28770
Coram Healthcare Corporation of Indiana Crown Point IN Medicare-Part B 0238580001
Coram Healthcare Corporation of Indiana Crown Point IN Medicare-Local B 083910
Coram Healthcare Corporation of Indiana Crown Point IN Medicaid-Pharmacy/DME IN 100299060A
Coram Healthcare Corporation of Indiana Crown Point IN JCAHO 90431
Coram Healthcare Corporation of Indiana Crown Point IN Home Health Agency License 005879
Coram Healthcare Corporation of Indiana Crown Point IN DEA Certificate XX0000000
Coram Healthcare Corporation of Indiana Crown Point IN Clinical Laboratory Improvement Amendment
Certificate of Wavier 15D0913807
Coram Alternate Site Services, Inc. Wichita KS Resident Pharmacy License 2-08638
Coram Alternate Site Services, Inc. Lenexa KS Resident Pharmacy License 2-08486
Coram Alternate Site Services, Inc. Wichita KS Non-Resident Pharmacy License OK 99-99
Coram Alternate Site Services, Inc. Wichita KS Non-Resident Pharmacy License AR Pending
Coram Alternate Site Services, Inc. Lenexa KS Non-Resident Pharmacy License MO PS005955
Coram Alternate Site Services, Inc. Wichita KS National Council for Prescription Drug Programs 1715929
Coram Alternate Site Services, Inc. Lenexa KS National Council for Prescription Drug Programs 17 15361
Coram Alternate Site Services, Inc. Wichita KS Medicare-Part B 0976970027
Coram Alternate Site Services, Inc. Lenexa KS Medicare-Part B 0976970068
Coram Alternate Site Services, Inc. Wichita KS Xxxxxxxx-Xxxxxxxx XX XX000000
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy KS 6018446501
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy MO 603176801
Coram Alternate Site Services, Inc. Wichita KS Medicaid-Home Xxxxxx XX XX000000
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Home Health KS 58184465 03
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Home Health MO 589662808
Coram Alternate Site Services, Inc. Wichita KS Xxxxxxxx-XXX XX XX000000
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME KS 6218446502
Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME MO 623176807
Coram Alternate Site Services, Inc. Wichita KS JCAHO 94376**
Coram Alternate Site Services, Inc. Lenexa KS JCAHO 146185
S-26
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Wichita KS Home Health Agency License A-087-019
Coram Alternate Site Services, Inc. Lenexa KS Home Health Agency License A-046-062
Coram Alternate Site Services, Inc. Lenexa KS Federal Drug Administration KS21143
Coram Alternate Site Services, Inc. Wichita KS DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Lenexa KS DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Wichita KS Clinical Laboratory Improvement
Amendment Certificate of Wavier 17D0926788
Coram Alternate Site Services, Inc. Lenexa KS Clinical Laboratory Improvement
Amendment Certificate of Wavier 17D0913860
Coram Alternate Site Services, Inc. St. Rose LA Resident Pharmacy License 3260-XX
Xxxxx Alternate Site Services, Inc. St. Rose LA Resident Pharmacy License 3261-XX
Xxxxx Alternate Site Services, Inc. St. Rose LA Resident Controlled Substance License C003260-XX
Xxxxx Alternate Site Services, Inc. St. Rose LA Resident Controlled Substance License C003261-XX
Xxxxx Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License AL 110554
Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License AL 200354
Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License MS 03045/07.1
Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Controlled Substance AL 110554-XX
Xxxxx Alternate Site Services, Inc. St. Rose LA National Council for Prescription
Drug Programs 1926609
Coram Alternate Site Services, Inc. St. Rose LA Medicare-Part B 0976970040
Coram Alternate Site Services, Inc. Xx. Xxxx XX Xxxxxxxx-Xxxxxxxx/XXX XX 0000000
Coram Alternate Site Services, Inc. Xx. Xxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. St. Rose LA Federal Drug Administration 2320595
Coram Alternate Site Services, Inc. St. Xxxx XX XXX Certificate XX0000000
Coram Alternate Site Services, Inc. St. Rose LA Clinical Laboratory Improvement
Amendment Certificate of Wavier 19D0931538
Coram Healthcare Corporation of Massachusetts Hopkinton MA Resident Pharmacy License DS 2584-1
Coram Healthcare Corporation of Massachusetts Hopkinton MA Resident Controlled Substance License DS 2584-3
Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Pharmacy License ME M040000134
Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Pharmacy License RI 9106
Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Home Health Agency XX 00000
Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Controlled Substance XX XX0000
Coram Healthcare Corporation of Massachusetts Hopkinton MA National Council for Prescription
Drug Programs 22 35718
Coram Healthcare Corporation of Massachusetts Hopkinton MA Medicare-Part B 1088740001
Coram Healthcare Corporation of Massachusetts Hopkinton MA Medicaid-Pharmacy/DME MA 0444669
Coram Healthcare Corporation of Massachusetts Hopkinton MA JCAHO 113489
Coram Healthcare Corporation of Massachusetts Hopkinton MA DEA Certificate XX0000000
Coram Healthcare Corporation of Massachusetts Hopkinton MA Clinical Laboratory Improvement
Amendment Certificate of Wavier 22D0939457
Coram Healthcare Corporation of Greater D.C Columbia MD State Laboratory Permit Exception 19-970051
Coram Healthcare Corporation of Greater D.C Columbia MD Residental Services Agency 1094
Coram Healthcare Corporation of Greater D.C Columbia MD Resident Pharmacy License PWO131
S-27
Attachment to Schedule 4.17
Coram Healthcare Corporation of Greater D.C Columbia MD Resident Controlled Substance License 438633
Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Pharmacy License DE A90000131
Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Pharmacy License VA 0214-000126
Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Controlled Substance DE PH0401
Coram Healthcare Corporation of Greater D.C Columbia MD National Council for Prescription
Drug Programs 21 20323
Coram Healthcare Corporation of Greater D.C Columbia MD Medicare-Part B 0624590003
Coram Healthcare Corporation of Greater D.C Columbia MD Medicaid-Pharmacy MD 1385011 00
Coram Healthcare Corporation of Greater D.C Columbia MD Medicaid-DME MD 1385020 00
Coram Healthcare Corporation of Greater D.C Columbia MD JCAHO 144674
Coram Healthcare Corporation of Greater D.C Columbia MD DEA Certificate XX0000000
Coram Healthcare Corporation of Greater D.C Columbia MD Clinical Laboratory Improvement Amendment
Certificate of Wavier 21D0928157
Coram Alternate Site Services, Inc. Plymouth MI Resident Pharmacy License 0000000000
Coram Alternate Site Services, Inc. Grand Rapids MI Resident Pharmacy License 5301006259
Coram Alternate Site Services, Inc. Plymouth MI Resident Controlled Substance License 0000000000-XX
Xxxxx Alternate Site Services, Inc. Grand Rapids MI Resident Controlled Substance License 5301006259-XX
Xxxxx Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License FL PH0016415
Coram Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License IN 64000070
Coram Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License OH 00-0000000
Coram Alternate Site Services, Inc. Plymouth MI National Council for Prescription Drug Programs 2356548
Coram Alternate Site Services, Inc. Grand Rapids MI National Council for Prescription Drug Programs 23 54619
Coram Alternate Site Services, Inc. Plymouth MI Medicare-Part B 0976970030
Coram Alternate Site Services, Inc. Grand Rapids MI Medicare-Part B 0976970010
Coram Alternate Site Services, Inc. Plymouth MI Medicare-Local B OM24830
Coram Alternate Site Services, Inc. Plymouth MI Xxxxxxxx-Xxxxxxxx/XXX XX 0000000
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Pharmacy MI 3143188
Coram Alternate Site Services, Inc. Grand Rapids MI Medicaid-Pharmacy MI 3143160
Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Home Health MI 3182506
Coram Alternate Site Services, Inc. Plymouth MI Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Grand Rapids MI Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Plymouth MI JCAHO 73172**
Coram Alternate Site Services, Inc. Grand Rapids MI JCAHO 73172**
Coram Alternate Site Services, Inc. Plymouth MI Federal Drug Administration 1836052
Coram Alternate Site Services, Inc. Plymouth MI DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Grand Rapids MI DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Plymouth MI Clinical Laboratory Improvement Amendment
Certificate of Wavier 23D0882798
Coram Healthcare Corporation of Michigan Lansing MI Resident Pharmacy License 0000000000
Coram Healthcare Corporation of Michigan Lansing MI Resident Controlled Substance License 0000000000-CS
S-28
Attachment to Schedule 4.17
Coram Healthcare Corporation of Michigan Lansing MI Non-Resident Pharmacy License IN 64000071
Coram Healthcare Corporation of Michigan Lansing MI National Council for Prescription Drug Programs 23 54544
Coram Healthcare Corporation of Michigan Lansing MI Medicare-Part B 0571460002
Coram Healthcare Corporation of Michigan Lansing MI Medicaid-Pharmacy MI 3128154
Coram Healthcare Corporation of Michigan Lansing MI Xxxxxxxx-XXX XX 0000000
Coram Healthcare Corporation of Michigan Lansing MI JCAHO 73172**
Coram Healthcare Corporation of Michigan Lansing MI DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Mendota Heights MN State Wholesale Pharmacy Permit 360564-8
Coram Alternate Site Services, Inc. Moorhead MN State Wholesale Pharmacy Permit 360769-1
Coram Alternate Site Services, Inc. Mendota Heights MN Resident Pharmacy License 261268-7
Coram Alternate Site Services, Inc. Moorhead MN Resident Pharmacy License 261497-3
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AL 111092
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AL 200507-Mail
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License CA NRP 257
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License CO 5046
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License FL PH0015495
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License ID 1264MS
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IL 054-012063
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IN 64000056
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License KS 22-01519
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License KY MN274
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MI 5301006638
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MO PS006596
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MS 04004/07.1
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License ND 242
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License NE 74
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OK 99-286
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OR 001558
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License RI NRP 9177
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License SD 400-0013
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License TX 18213
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License UT 00-000000-0000
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License WA FM00056011
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License WY 24-21662
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AZ Y03383
Coram Alternate Site Services, Inc. Moorhead MN Non-Resident Pharmacy License ND 243
Coram Alternate Site Services, Inc. Moorhead MN Non-Resident Pharmacy License SD 400-0125
S-29
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MT 112
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OH 00-0000000
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AK 203
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IA 3011
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance AL 111092-XX
Xxxxx Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance IL 032-005006
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance OR 001558-XX
Xxxxx Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance UT 00-000000-0000
Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance WY 24-21662-XX
Xxxxx Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance MT 112-XX
Xxxxx Alternate Site Services, Inc. Mendota Heights MN National Council for Prescription Drug Programs 24 21662
Coram Alternate Site Services, Inc. Mendota Heights MN Medicare-Part B 0000000000
Coram Alternate Site Services, Inc. Moorhead MN Medicare-Part B 0976970072
Coram Alternate Site Services, Inc. Mendota Heights MN Medicare-Local B 870000755
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME MN 807322800
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME WI 33204700
Coram Alternate Site Services, Inc. Moorhead MN Xxxxxxxx-Xxxxxxxx/XXX XX 0000000
Coram Alternate Site Services, Inc. Xxxxxxx Xxxxxxx XX Xxxxxxxx-Xxxxxxxx XX 00000
Coram Alternate Site Services, Inc. Xxxxxxx Xxxxxxx XX Xxxxxxxx-Xxxxxxxx XX 0000000
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy IN Pending
Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Home Health MN 673555000
Coram Alternate Site Services, Inc. Xxxxxxx Xxxxxxx XX Xxxxxxxx-XXX XX 00000
Coram Alternate Site Services, Inc. Xxxxxxx Xxxxxxx XX Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Xxxxxxx Xxxxxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. Moorhead MN JCAHO 0180058
Coram Alternate Site Services, Inc. Moorhead MN Home Health Agency License Sequential
Coram Alternate Site Services, Inc. Mendota Heights MN DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Moorhead MN DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Moorhead MN Clinical Laboratory Improvement Amendment
Certificate of Wavier 24D0957100
Coram Homecare of Minnesota, Inc. Mendota Heights MN Medicare-Part B 24-7247
Coram Homecare of Minnesota, Inc. Mendota Heights MN JCAHO 9002001
Coram Homecare of Minnesota, Inc. Mendota Heights MN Home Health Agency License 0034824
Coram Homecare of Minnesota, Inc. Mendota Heights MN Clinical Laboratory Improvement Amendment
Certificate of Wavier 24D0907416
Coram Alternate Site Services, Inc. Earth City MO Resident Pharmacy License PS 005866
Coram Alternate Site Services, Inc. Earth City MO Resident Controlled Substance License 08891805
Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License AR X-01315
Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License IL 054-013207
S-30
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License AZ Y03382
Coram Alternate Site Services, Inc. Earth City MO Non-Resident Controlled Substance IL 0032-005192
Coram Alternate Site Services, Inc. Earth City MO National Council for Prescription
Drug Programs 2630134
Coram Alternate Site Services, Inc. Earth City MO Medicare-Part B 0976970069
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy/DME IL 760215922006
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy MO 602199002
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy ???
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy KS 6018446501
Coram Alternate Site Services, Inc. Earth City MO Medicaid-Home Health KS 5818446501
Coram Alternate Site Services, Inc. Earth City MO Medicaid-DME MO 622199008
Coram Alternate Site Services, Inc. Xxxxx Xxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. Earth City MO DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Earth City MO Clinical Laboratory Improvement
Amendment Certificate of Wavier 26D0913848
Coram Healthcare Corporation of Mississippi Jackson MS Resident Pharmacy License 03041-02CJ
Coram Healthcare Corporation of Mississippi Jackson MS Resident Controlled Substance License CS 03041-02CJ
Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License LA 3465-OOSPE
Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License AL 110761
Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License AL 200436 Mail Order
Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Controlled Substance AL 110761-XX
Xxxxx Healthcare Corporation of Mississippi Jackson MS National Council for Prescription
Drug Programs 25 17538
Coram Healthcare Corporation of Mississippi Jackson MS Medicare-Part B 1131200001
Coram Healthcare Corporation of Mississippi Jackson MS Medicaid-Pharmacy MS 0330295
Coram Healthcare Corporation of Mississippi Jackson MS Xxxxxxxx-XXX XX 0000000
Coram Healthcare Corporation of Mississippi Jackson MS JCAHO 136415
Coram Healthcare Corporation of Mississippi Jackson MS DEA Certificate XX0000000
Coram Healthcare Corporation of Mississippi Jackson MS Clinical Laboratory Improvement
Amendment Certificate of Wavier 25D0317982
Coram Alternate Site Serivces, Inc. New Bern NC Resident Pharmacy License 07584
Coram Alternate Site Serivces, Inc. New Bern NC National Council for Prescription
Drug Programs 34 38795
Coram Alternate Site Serivces, Inc. New Bern NC DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Asheville NC Resident Pharmacy License 5936
Coram Alternate Site Services, Inc. Morrisville NC Resident Pharmacy License 5938
Coram Alternate Site Services, Inc. Charlotte NC Resident Pharmacy License 5935
Coram Alternate Site Services, Inc. Charlotte NC Non-Resident Pharmacy License SC 6003597
Coram Alternate Site Services, Inc. Asheville NC Non-Resident Pharmacy License SC 60005553
Coram Alternate Site Services, Inc. Morrisville NC Non-Resident Pharmacy License VA 0214000186
Coram Alternate Site Services, Inc. Charlotte NC Non-Resident Pharmacy License VA 0214000485
Coram Alternate Site Services, Inc. Morrisville NC National Council for Prescription
Drug Programs 3431474
S-31
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Charlotte NC National Council for Prescription Drug Programs 34 31602
Coram Alternate Site Services, Inc. Asheville NC National Council for Prescription Drug Programs 34 31599
Coram Alternate Site Services, Inc. Morrisville NC Medicare-Part B 0976970002
Coram Alternate Site Services, Inc. Charlotte NC Medicare-Part B 0000000000
Coram Alternate Site Services, Inc. Asheville NC Medicare-Part B 0976970035
Coram Alternate Site Services, Inc. Morrisville NC Medicare-Local B NC Pending
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy NC 0929026
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy Pending
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy SC Pending
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Pharmacy NC 0607994
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Pharmacy SC 7N5935
Coram Alternate Site Services, Inc. Asheville NC Medicaid-Pharmacy NC 0116475
Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Home Care NC 6800293
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Home Care NC 6800300
Coram Alternate Site Services, Inc. Winston-Salem NC Medicaid-Home Care NC 6800314
Coram Alternate Site Services, Inc. Asheville NC Medicaid-Home Care NC 6800313
Coram Alternate Site Services, Inc. Morrisville NC Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Charlotte NC Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Charlotte NC Medicaid-DME SC DME889
Coram Alternate Site Services, Inc. Asheville NC Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Morrisville NC JCAHO 116836
Coram Alternate Site Services, Inc. Charlotte NC JCAHO 116836
Coram Alternate Site Services, Inc. Winston-Salem NC JCAHO 116836
Coram Alternate Site Services, Inc. Xxxxxxxxx XX XXXXX 000000
Coram Alternate Site Services, Inc. Charlotte NC Home Health Agency License HC0091
Coram Alternate Site Services, Inc. Winston-Salem NC Home Health Agency License HC0461
Coram Alternate Site Services, Inc. Morrisville NC Home Health Agency License HC0237
Coram Alternate Site Services, Inc. Asheville NC Home Health Agency License HC0089
Coram Alternate Site Services, Inc. Morrisville NC DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Charlotte NC DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Asheville NC DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Morrisville NC Clinical Laboratory Improvement Amendment
Certificate of Wavier 34D0920338
Coram Alternate Site Services, Inc. Charlotte NC Clinical Laboratory Improvement Amendment
Certificate of Wavier 34D0920552
Coram Alternate Site Services, Inc. Asheville NC Clinical Laboratory Improvement Amendment
Certificate of Wavier 34D0920551
Coram Alternate Site Services, Inc. Omaha NE Resident Pharmacy License 2245
Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License IA 3093
Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License KS 22-01501
S-32
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License MO PS006051
Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License SD 400-0005
Coram Alternate Site Services, Inc. Omaha NE National Council for Prescription Drug Programs 2814641
Coram Alternate Site Services, Inc. Omaha NE Medicare-Part B 0976970046
Coram Alternate Site Services, Inc. Omaha NE Medicare-Local B 098413
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME IL Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME MN 1392204-00
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME NE 76021592200
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME NY 0614502
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxx/XXX XX 0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME WI Temporary
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME MI 873163716
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy CO 00752089X
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy AR 129010407
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy CT Pending
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxx XX XXXX0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy KS 6018446504
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy KY 54032495
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxx XX 0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy MO 608232500
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxx XX 000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NC 0285172
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy ND Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NJ 7599803
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NM Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy OK 90003928132
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy SC
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxx XX 0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy TX 2814641
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy WA 6021216
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy PA 01829446
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy ID 806167500
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Infusion Pharmacy WA 7331408
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxxxxxxxxxxxxxxx XX 000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health CO 00752078X
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health CT 003101714
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health IA 0960351
S-33
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health IL Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health KS 00-000000-00
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health KY 34460014
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health MN 3178277-00
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health MT 0740010
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-Xxxx Xxxxxx XX 00000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health NE 76021592214
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health NJ Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health OH 0217358
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health OK B7602159220
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WA 9044827
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WA 9044827
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WI Temporary
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health LA Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Care NC 6800359
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME AR 129011716
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME CO 00752111X
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME CT 003101467
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME IA 0958025
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KY 90012469
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME MO 628232506
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-XXX XX 00000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME NJ 7599811
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME NM P5046
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME OK S2602159220
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-XXX XX 0000000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME TX 00J276
Coram Alternate Site Services, Inc. Xxxxx XX Xxxxxxxx-XXX XX XXXX00000
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME WA 9045097
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME ID 806180800
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KS Pending
Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KS Pending
Coram Alternate Site Services, Inc. Xxxxx XX XXXXX 00000
Coram Alternate Site Services, Inc. Omaha NE Home Health Agency License 261008
Coram Alternate Site Services, Inc. Omaha NE DEA Certificate XX0000000
S-34
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Omaha NE Clinical Laboratory Improvement Amendment
Certificate of Wavier 28D0956966
Coram Alternate Site Services, Inc. Totowa NJ Weights and Measures 00-000000-00
Coram Alternate Site Services, Inc. Totowa NJ Resident Pharmacy License RS005274
Coram Alternate Site Services, Inc. Totowa NJ Resident Controlled Substance License D069769
Coram Alternate Site Services, Inc. Totowa NJ National Council for Prescription Drug Programs 3137064
Coram Alternate Site Services, Inc. Totowa NJ Medicare-Part B 0976970004
Coram Alternate Site Services, Inc. Totowa NJ Medical Waste Generator 0131474
Coram Alternate Site Services, Inc. Totowa NJ Medicaid-Pharmacy NJ 6860109
Coram Alternate Site Services, Inc. Totowa NJ Medicaid-DME NJ 6860117
Coram Alternate Site Services, Inc. Totowa NJ JCAHO 125116**
Coram Alternate Site Services, Inc. Totowa NJ Health Care Facility XX0000000
Coram Alternate Site Services, Inc. Totowa NJ DEA Certificate XX0000000
Coram Alternate Site Services, Inc. Totowa NJ Clinical Laboratory Improvement Amendment
Certificate of Wavier 31D0949459
Coram Alternate Site Services, Inc. Totowa NJ Blood Bank License 2702
Coram Alternate Site Services, Inc. Albuquerque NM Resident Pharmacy License PH-00001736
Coram Alternate Site Services, Inc. Albuquerque NM Resident Controlled Substance License CS-00017759
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License TX 19314
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License WA FM00056589
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License OR 001810
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License UT 4551489-1708
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License NV PH1508
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License HI PMP170
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License AK 232
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License WY 32-08976
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License CA NRP 370
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License ID 1509MS
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License AZ Y03381
Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License CO 5217
Coram Alternate Site Services, Inc. Albuquerque NM National Council for Prescription
Drug Programs 32 08976
Coram Alternate Site Services, Inc. Albuquerque NM Medicare-Part B 0976970051
Coram Alternate Site Services, Inc. Albuquerque NM Medicare-Local B NM 600521028
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy/DME NM F4497
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy CO Pending
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy AZ Pending
Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy ID Pending
Coram Alternate Site Services, Inc. Albuquerque NM JCAHO 140276**
Coram Alternate Site Services, Inc. Albuquerque NM Home Health Agency License 2T6754
S-35
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Albuquerque NM DEA Certificate XX0000000
Coram Healthcare Corporation of Nevada Sparks NV Resident Pharmacy License PH0715
Coram Healthcare Corporation of Nevada Las Vegas NV Resident Pharmacy License PH0746
Coram Healthcare Corporation of Nevada Sparks NV Resident Nursing Pool 721NSP-4
Coram Healthcare Corporation of Nevada Las Vegas NV Resident Nursing Pool 722NSP-2
Coram Healthcare Corporation of Nevada Sparks NV Non-Resident Pharmacy License CA NRP380
Coram Healthcare Corporation of Nevada Las Vegas NV National Council for Prescription
Drug Programs 29 02852
Coram Healthcare Corporation of Nevada Sparks NV National Council for Prescription
Drug Programs 2904008
Coram Healthcare Corporation of Nevada Las Vegas NV Medicare-Part B 0614380001
Coram Healthcare Corporation of Nevada Sparks NV Medicare-Part B 0614380003
Coram Healthcare Corporation of Nevada Xxxxxx XX Xxxxxxxx-Xxxxx X XX 00000
Coram Healthcare Corporation of Nevada Las Vegas NV Medicare-Local B 31428
Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Pharmacy CA XPH000103 - chg
Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Pharmacy 28-16876 - chg
Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-Pharmacy NV Pending
Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Home Health 37-16876 - chg
Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-Home Health NV Pending ?
Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-DME NV Pending ?
Coram Healthcare Corporation of Nevada Sparks NV Medicaid-DME 33-16876 - chg
Coram Healthcare Corporation of Nevada Sparks NV JCAHO 9001057
Coram Healthcare Corporation of Nevada Las Vegas NV JCAHO 9005135
Coram Healthcare Corporation of Nevada Sparks NV DEA Certificate XX0000000
Coram Healthcare Corporation of Nevada Las Vegas NV DEA Certificate XX0000000
Coram Healthcare Corporation of Greater New York Plainview NY State Wholesale Pharmacy Permit NY Pending
Coram Healthcare Corporation of Greater New York Plainview NY Resident Pharmacy License 022510
Coram Healthcare Corporation of Greater New York Plainview NY National Council for Prescription
Drug Programs 3305340
Coram Healthcare Corporation of Greater New York Plainview NY Medicare-Part B 0714620002
Coram Healthcare Corporation of Greater New York Plainview NY Medicaid-Pharmacy/DME NY 01569144
Coram Healthcare Corporation of Greater New York Syracuse NY JCAHO 73169
Coram Healthcare Corporation of Greater New York Plainview NY JCAHO 94941
Coram Healthcare Corporation of Greater New York New York NY JCAHO 94941
Coram Healthcare Corporation of Greater New York Syracuse NY Home Health Agency License 9694L003
Coram Healthcare Corporation of Greater New York Plainview NY Home Health Agency License 9073L001
Coram Healthcare Corporation of Greater New York New York NY Home Health Agency License 9073L002
Coram Healthcare Corporation of Greater New York Plainview NY DEA Certificate XX0000000
Coram Healthcare Corporation of New York Guilderland NY Resident Pharmacy License 022519
Coram Healthcare Corporation of New York Amherst NY Resident Pharmacy License 022522
S-36
Attachment to Schedule 4.17
Coram Healthcare Corporation of New York Guilderland NY National Council for Prescription Drug Programs 33 05047
Coram Healthcare Corporation of New York Amherst NY National Council for Prescription Drug Programs 33 05085
Coram Healthcare Corporation of New York Guilderland NY Medicare-Part B 1009580001
Coram Healthcare Corporation of New York Amherst NY Medicare-Part B 1009580002
Coram Healthcare Corporation of New York Guilderland NY Medicaid-Pharmacy/DME NY 01573555
Coram Healthcare Corporation of New York Amherst NY Medicaid-Pharmacy/DME NY 01569117
Coram Healthcare Corporation of New York Guilderland NY JCAHO 73169
Coram Healthcare Corporation of New York Amherst NY JCAHO 73183**
Coram Healthcare Corporation of New York Guilderland NY Home Health Agency License 9694L001
Coram Healthcare Corporation of New York Amherst NY Home Health Agency License 9694L002
Coram Healthcare Corporation of New York Guilderland NY DEA Certificate BC4470326
Coram Healthcare Corporation of New York Amherst NY DEA Certificate BC4481583
Coram Alternate Site Services, Inc. Warrensville OH State Wholesale Pharmacy Permit 01-844350
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Resident Pharmacy License 02-842050
Coram Alternate Site Services, Inc. Warrensville OH Resident Pharmacy License 02-843750
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Non-Resident Pharmacy License IN 64000130
Coram Alternate Site Services, Inc. Cincinnati OH Non-Resident Pharmacy License KY OH265
Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License FL PH0014113
Heights
Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License IN 64000131
Heights
Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License MI 5301006914
Heights
Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License WV MO0559365
Heights
Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Controlled Substance MI 5301006914-CS
Heights
Coram Alternate Site Services, Inc. Cincinnati OH National Council for Prescription Drug Programs 36 61495
Coram Alternate Site Services, Inc. Warrensville OH National Council for Prescription Drug Programs 3661508
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Medicare-Part B 0976970025
Coram Alternate Site Services, Inc. Warrensville OH Medicare-Part B 0976970024
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Medical Waste Generator 09-G-00799
Coram Alternate Site Services, Inc. Warrensville OH Medical Waste Generator 18-G-00971
Heights
S-37
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy/DME OH 0165904
Coram Alternate Site Services, Inc. Warrensville OH Medicaid-Pharmacy/DME OH 0139746
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy KY 54030648
Coram Alternate Site Services, Inc. Warrensville OH Medicaid-Pharmacy KY Pending
Heights
Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-DME KY 90272196
Coram Alternate Site Services, Inc. Cincinnati OH JCAHO 125117
Coram Alternate Site Services, Inc. Warrensville OH JCAHO 125117
Heights
Coram Alternate Site Services, Inc. Cincinnati OH DEA Certificate BC4432782
Coram Alternate Site Services, Inc. Warrensville OH DEA Certificate BC4419518
Heights
Coram Alternate Site Services, Inc. Warrensville OH Clinical Laboratory Improvement Amendment
Heights Certificate of Wavier 36D0901059
Coram Alternate Site Services, Inc. Cincinnati OH Clinical Laboratory Improvement Amendment
Certificate of Wavier 36D0940707
Coram Healthcare Corporation of Kentucky Cincinnati OH JCAHO 9005560
Coram Healthcare Corporation of Kentucky Cincinnati OH Home Health Agency License Mobile Health 720060
Coram Healthcare Corporation of Kentucky Cincinnati OH Clinical Laboratory Improvement Amendment
Certificate of Waiver Pending
Coram Alternate Site Services, Inc. Oklahoma City OK Resident Pharmacy License 1-3937
Coram Alternate Site Services, Inc. Oklahoma City OK Resident Controlled Substance License 15530
Coram Alternate Site Services, Inc. Oklahoma City OK National Council for Prescription Drug Programs 3720023
Coram Alternate Site Services, Inc. Oklahoma City OK Medicare-Part B 0976970020
Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-Pharmacy OK 90003927712
Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-DME OK S1602159220
Coram Alternate Site Services, Inc. Oklahoma City OK JCAHO 110063
Coram Alternate Site Services, Inc. Oklahoma City OK Home Health Agency License 7308
Coram Alternate Site Services, Inc. Oklahoma City OK DEA Certificate BC4445020
Coram Alternate Site Services, Inc. Oklahoma City OK Clinical Laboratory Improvement Amendment
Certificate of Wavier 37D0926220
Coram Pharmacy Limited North York ON Resident Pharmacy License 036116
Coram Alternate Site Services, Inc. Portland OR Resident Pharmacy License 001433
Coram Alternate Site Services, Inc. Portland OR Resident Controlled Substance License 001433-CS
Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License CA NRP 192
Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License WA FM00005206
Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License ID 1498MS
Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License AK 320
S-38
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Portland OR Non-Resident Home Health Agency WA HHA-178/00234
Coram Alternate Site Services, Inc. Portland OR National Council for Prescription
Drug Programs 3812080
Coram Alternate Site Services, Inc. Portland OR Medicare-Part B 0976970048
Coram Alternate Site Services, Inc. Portland OR Medicare-Local B OR 109065
Coram Alternate Site Services, Inc. Portland OR Medicaid-Pharmacy/DME OR 132915
Coram Alternate Site Services, Inc. Portland OR JCAHO 146660
Coram Alternate Site Services, Inc. Portland OR DEA Certificate BC4436805
Coram Alternate Site Services, Inc. Malvern PA State Wholesale Pharmacy Permit 800373
Coram Alternate Site Services, Inc. Malvern PA Resident Pharmacy License PP-412548-L
Coram Alternate Site Services, Inc. Cranberry PA Resident Pharmacy License PP-411589-L
Township
Coram Alternate Site Services, Inc. Malvern PA Resident Controlled Substance License 306455
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License DE A9 0000085
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License AL 111626
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License SC 60005005
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License KS 22-01822
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License WV MO-0559373
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MN 261838-0
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MS 04774/07.1
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License CT PCN.295
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License OK 99-372
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License FL PH17070
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License KY PA635
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IL 054-014243
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License TX 20079
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IA 3284
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License SD 400-0140
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License ME M040000260
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License AL 200705 Mail Order
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License RI NRP 9245
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NH NR0110
Coram Alternate Site Services, Inc. Cranberry PA Non-Resident Pharmacy License OH 02-0963200
Township
Coram Alternate Site Services, Inc. Cranberry PA Non-Resident Pharmacy License WV MO0559159
Township
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MD P02110
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License VA 0214000377
S-39
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MO 2000143657
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IN 64000208
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License OH 02-1183400
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NE 215
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License LA 4399-00S
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NC 07527
Coram Alternate Site Services, Inc. Malvern PA Non-Resident Controlled Substance AL 111626-CS
Coram Alternate Site Services, Inc. Malvern PA National Council for Prescription Drug Programs 39 70274
Coram Alternate Site Services, Inc. Cranberry PA National Council for Prescription Drug Programs 39 69954
Township
Coram Alternate Site Services, Inc. Malvern PA Medicare-Part B 0976970037
Coram Alternate Site Services, Inc. Cranberry PA Medicare-Part B 0976970038
Township
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy/DME PA 1521254
Coram Alternate Site Services, Inc. Cranberry PA Medicaid-Pharmacy/DME PA 1517556
Township
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy DE 000637707
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MD 989740200
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IN 200264320
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy OK 90003932621
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NE Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IL Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MN Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NY Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IA Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy KY Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MD Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NY Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy WI Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy OH Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy ND Pending
Coram Alternate Site Services, Inc. Malvern PA Medicaid-DME DE 000633816
Coram Alternate Site Services, Inc. Malvern PA JCAHO 110076
Coram Alternate Site Services, Inc. Cranberry PA JCAHO 125117
Township
Coram Alternate Site Services, Inc. Malvern PA Health Care Facility NJ HP0218402
Coram Alternate Site Services, Inc. Malvern PA Federal Drug Administration Distributor Only
S-40
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Malvern PA DEA Certificate BC4442365
Coram Alternate Site Services, Inc. Cranberry Township PA DEA Certificate BC4430310
Coram Alternate Site Services, Inc. Malvern PA Clinical Laboratory Improvement
Amendment Certificate of Wavier 39D0914138
Coram Healthcare Corporation of Massachusetts Warwick RI JCAHO 113489
Coram Healthcare Corporation of Massachusetts Warwick RI Home Health Agency License 2263
Coram Healthcare Corporation of Rhode Island Warwick RI Resident Pharmacy License 71
Coram Healthcare Corporation of Rhode Island Warwick RI Resident Controlled Substance License 71-CS
Coram Healthcare Corporation of Rhode Island Warwick RI National Council for Prescription
Drug Programs 4105501
Coram Healthcare Corporation of Rhode Island Warwick RI Medicare-Part B 0556580002
Coram Healthcare Corporation of Rhode Island Warwick RI Medicaid-Pharmacy RI CA09243
Coram Healthcare Corporation of Rhode Island Warwick RI Medicaid-DME RI 6970052
Coram Healthcare Corporation of Rhode Island Warwick RI JCAHO 113489
Coram Healthcare Corporation of Rhode Island Warwick RI Home Health Agency License 2263
Coram Healthcare Corporation of Rhode Island Warwick RI DEA Certificate BC4595003
Coram Healthcare Corporation of South Carolina Charleston SC Resident Pharmacy License 5003160
Coram Healthcare Corporation of South Carolina Charleston SC Resident Controlled Substance License 10-3160
Coram Healthcare Corporation of South Carolina Charleston SC National Council for Prescription
Drug Programs 42 19350
Coram Healthcare Corporation of South Carolina Charleston SC Medicare-Part B 0313710002
Coram Healthcare Corporation of South Carolina Charleston SC Medical Waste Generator SC10-1242G
Coram Healthcare Corporation of South Carolina Charleston SC Medicaid-Pharmacy SC 731608
Coram Healthcare Corporation of South Carolina Charleston SC Medicaid-DME SC DME151
Coram Healthcare Corporation of South Carolina Charleston SC JCAHO 121292
Coram Healthcare Corporation of South Carolina Charleston SC DEA Certificate BC4392560
Coram Alternate Site Services, Inc. Memphis TN Resident Pharmacy License 0000002058
Coram Alternate Site Services, Inc. Nashville TN Resident Pharmacy License 0000002879
Coram Alternate Site Services, Inc. Johnson City TN Resident Pharmacy License 0000001704
Coram Alternate Site Services, Inc. Memphis TN Non-Resident Pharmacy License AR X-01171
Coram Alternate Site Services, Inc. Nashville TN Non-Resident Pharmacy License KY TN266
Coram Alternate Site Services, Inc. Johnson City TN Non-Resident Pharmacy License NC 6104
Coram Alternate Site Services, Inc. Johnson City TN Non-Resident Pharmacy License VA 0214 000182
Coram Alternate Site Services, Inc. Memphis TN Non-Resident Pharmacy License MS 02904/07.1
Coram Alternate Site Services, Inc. Memphis TN National Council for Prescription
Drug Programs 44 29420
Coram Alternate Site Services, Inc. Nashville TN National Council for Prescription
Drug Programs 4429608
Coram Alternate Site Services, Inc. Johnson City TN National Council for Prescription
Drug Programs 44 26892
Coram Alternate Site Services, Inc. Memphis TN Medicare-Part B 0976970045
Coram Alternate Site Services, Inc. Johnson City TN Medicare-Part B 0976970013
S-41
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Nashville TN Medicare-Part B 0976970021
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy/DME TN 1452078
Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy/DME TN 1452066
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME KY Pending
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME TN 1452076
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy MS Pending
Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy KY 54030002
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy NC 0445486
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy VA 8506671
Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy MO Pending
Coram Alternate Site Services, Inc. Nashville TN Medicaid-DME KY 90262890
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME NC 7701520
Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME VA 9111158
Coram Alternate Site Services, Inc. Johnson City TN JCAHO 121299**
Coram Alternate Site Services, Inc. Memphis TN JCAHO 121296**
Coram Alternate Site Services, Inc. Nashville TN JCAHO 121299**
Coram Alternate Site Services, Inc. Memphis TN DEA Certificate BC4455247
Coram Alternate Site Services, Inc. Nashville TN DEA Certificate BC4437352
Coram Alternate Site Services, Inc. Johnson City TN DEA Certificate BC4478904
Coram Alternate Site Services, Inc. Austin TX Resident Pharmacy License 16602
Coram Alternate Site Services, Inc. Houston TX Resident Pharmacy License 16729
Coram Alternate Site Services, Inc. El Paso TX Resident Pharmacy License 16628
Coram Alternate Site Services, Inc. Austin TX Resident Controlled Substance License X0092627
Coram Alternate Site Services, Inc. Houston TX Resident Controlled Substance License 00093915
Coram Alternate Site Services, Inc. El Paso TX Resident Controlled Substance License M0092694
Coram Alternate Site Services, Inc. El Paso TX Non-Resident Pharmacy License NM PH-00001748
Coram Alternate Site Services, Inc. El Paso TX Non-Resident Controlled Substance NM CS-00017883
Coram Alternate Site Services, Inc. Austin TX National Council for Prescription Drug Programs 45 95279
Coram Alternate Site Services, Inc. Houston TX National Council for Prescription Drug Programs 45 95356
Coram Alternate Site Services, Inc. El Paso TX National Council for Prescription Drug Programs 45 95267
Coram Alternate Site Services, Inc. Austin TX Medicare-Part B 0976970032
Coram Alternate Site Services, Inc. Houston TX Medicare-Part B 0976970009
Coram Alternate Site Services, Inc. El Paso TX Medicare-Part B 0976970008
Coram Alternate Site Services, Inc. Austin TX Medicare-Local B 580039
Coram Alternate Site Services, Inc. El Paso TX Medicare-Local B 580038
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy/DME NM H9136
Coram Alternate Site Services, Inc. Austin TX Medicaid-Pharmacy 145106
S-42
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Houston TX Medicaid-Pharmacy 320155
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy 144324
Coram Alternate Site Services, Inc. Austin TX Medicaid-PCCA (TX) PCCAL0034
Coram Alternate Site Services, Inc. Houston TX Medicaid-Infusion Pharmacy VP320155
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Infusion Pharmacy VP1443243
Coram Alternate Site Services, Inc. Austin TX Medicaid-Hyperalimentation HYP306652
Coram Alternate Site Services, Inc. Houston TX Medicaid-Hyperalimentation HYP306760
Coram Alternate Site Services, Inc. El Paso TX Medicaid-Hyperalimentation HYP306594
Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DME00E276
Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DMEH03862
Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DME00H600
Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DMEH06840
Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DME00E292
Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DMEH30007
Coram Alternate Site Services, Inc. Austin TX Medicaid-CHSCN/CIDC (TX) Pending
Coram Alternate Site Services, Inc. El Paso TX Medicaid-CHSCN/CIDC (TX) Pending
Coram Alternate Site Services, Inc. Austin TX JCAHO 10874
Coram Alternate Site Services, Inc. Houston TX JCAHO 11260
Coram Alternate Site Services, Inc. El Paso TX JCAHO 131657**
Coram Alternate Site Services, Inc. Austin TX Home Health Agency License 003655
Coram Alternate Site Services, Inc. Houston TX Home Health Agency License 003647
Coram Alternate Site Services, Inc. El Paso TX Home Health Agency License 003656
Coram Alternate Site Services, Inc. Austin TX DEA Certificate BC4466745
Coram Alternate Site Services, Inc. Houston TX DEA Certificate BC4464145
Coram Alternate Site Services, Inc. El Paso TX DEA Certificate BC4488119
Coram Alternate Site Services, Inc. Austin TX Clinical Laboratory Improvement Amendment
Certificate of Wavier 45D0923746
Coram Alternate Site Services, Inc. Houston TX Clinical Laboratory Improvement Amendment
Certificate of Wavier 45D0919745
Coram Alternate Site Services, Inc. El Paso TX Clinical Laboratory Improvement Amendment
Certificate of Wavier 45D0891795
Coram Healthcare Corporation of North Texas Dallas TX Resident Pharmacy License 15532
Coram Healthcare Corporation of North Texas Dallas TX Resident Controlled Substance License 90085977
Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License LA 3604-OOS
Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License OK 99-138
Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License WY 45-92110
Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License LA 3603-OOSPE
Coram Healthcare Corporation of North Texas Dallas TX National Council for Prescription
Drug Programs 45 92110
Coram Healthcare Corporation of North Texas Dallas TX Medicare-Part B 0651320001
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Supplies TX Z05002697
S-43
Attachment to Schedule 4.17
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Pharmacy 320079
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Infusion Pharmacy VP3200795
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Hyperalimentation HYP304498
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-DME DMEH32761
Coram Healthcare Corporation of North Texas Dallas TX Medicaid-DME DMEH42244
Coram Healthcare Corporation of North Texas Dallas TX JCAHO 144672
Coram Healthcare Corporation of North Texas Dallas TX Home Health Agency License 004402
Coram Healthcare Corporation of North Texas Dallas TX DEA Certificate BC3704144
Coram Healthcare Corporation of North Texas Dallas TX Clinical Laboratory Improvement Amendment
Certificate of Wavier 45D0929737
Coram Healthcare Corporation of Utah Salt Lake City UT Resident Pharmacy License 95-315625-1704
Coram Healthcare Corporation of Utah Salt Lake City UT Resident Controlled Substance License 95-315625-9939
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License ID 997MS
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License NV PH1136
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License WY 46-84119
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License MT 40
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Controlled Substance WY 46-84119-CS
Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Controlled Substance MT 40-CS
Coram Healthcare Corporation of Utah Salt Lake City UT National Council for Prescription
Drug Programs 4608254
Coram Healthcare Corporation of Utah Salt Lake City UT Medicare-Part B 0577870001
Coram Healthcare Corporation of Utah Salt Lake City UT Medicare-Local B 000090576
Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy ID 8050641
Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy UT 954446209001
Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy WY Pending
Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy ID D423301
Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-DME ID V605900
Coram Healthcare Corporation of Utah Salt Lake City UT JCAHO 73182
Coram Healthcare Corporation of Utah Salt Lake City UT Home Health Agency License 2001-HHA-593
Coram Healthcare Corporation of Utah Salt Lake City UT DEA Certificate BH2360357
Coram Healthcare Corporation of Utah Salt Lake City UT Clinical Laboratory Improvement Amendment
Certificate of Wavier 46D0928504
Coram Healthcare Corporation of Greater D.C. Chantilly VA Resident Pharmacy License 0201 002670
Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License WV MO0559275
Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License MD PO2111
Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License NC 07508
Coram Healthcare Corporation of Greater D.C. Chantilly VA National Council for Prescription
Drug Programs 48 29846
Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicare-Part B 0624590002
Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicaid-Pharmacy 8506507
Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicaid-DME 9110747
S-44
Attachment to Schedule 4.17
Coram Healthcare Corporation of Greater D.C. Chantilly VA JCAHO 144674
Coram Healthcare Corporation of Greater D.C. Chantilly VA Home Health Agency License Exempt
Coram Healthcare Corporation of Greater D.C. Chantilly VA DEA Certificate BP0761432
Coram Healthcare Corporation of Greater D.C. Chantilly VA Clinical Laboratory Improvement
Amendment Certificate of Wavier 49D0914308
Coram Alternate Site Services, Inc. Bellevue WA State Laboratory Permit MTS-2099
Coram Alternate Site Services, Inc. Bellevue WA Resident Pharmacy License 026202 CF00005203
Coram Alternate Site Services, Inc. Bellevue WA Non-Resident Pharmacy License AK 89
Coram Alternate Site Services, Inc. Bellevue WA National Council for Prescription
Drug Programs 49 24418
Coram Alternate Site Services, Inc. Bellevue WA Medicare-Part B 0976970047
Coram Alternate Site Services, Inc. Bellevue WA Medicare-Local B WA AB19947
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy/DME WA 6015473
Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy AK Pending
Coram Alternate Site Services, Inc. Bellevue WA JCAHO 148242
Coram Alternate Site Services, Inc. Bellevue WA Home Health Agency License HHA-125
Coram Alternate Site Services, Inc. Bellevue WA DEA Certificate BC4456592
Coram Alternate Site Services, Inc. Bellevue WA Clinical Laboratory Improvement
Amendment Certificate of Wavier 50D0882473
Coram Alternate Site Services, Inc. New Berlin WI Resident Pharmacy License 7451
Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Pharmacy License IL 054-013707
Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Pharmacy License MI 5301006617
Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Controlled Substance IL 032-006307
Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Controlled Substance MI 5301006617-CS
Coram Alternate Site Services, Inc. New Berlin WI National Council for Prescription
Drug Programs 5122433
Coram Alternate Site Services, Inc. New Berlin WI Medicare-Part B 0976970019
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy/DME WI 33204600
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy IL Pending
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Home Health WI 41528000
Coram Alternate Site Services, Inc. New Berlin WI Medicaid-DME IL Pending
Coram Alternate Site Services, Inc. New Berlin WI JCAHO 73185**
Coram Alternate Site Services, Inc. New Berlin WI Home Health Agency License 247
Coram Alternate Site Services, Inc. New Berlin WI DEA Certificate BC4437225
Coram Alternate Site Services, Inc. New Berlin WI Clinical Laboratory Improvement
Amendment Certificate of Wavier 52D0875208
Coram Alternate Site Services, Inc. Dunbar WV Resident Pharmacy License P/E SP551215
Coram Alternate Site Services, Inc. Dunbar WV Resident Controlled Substance License SP551215
Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License KY WV379
Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License OH 02-0984000
Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License VA 0214000236
Coram Alternate Site Services, Inc. Dunbar WV National Council for Prescription
Drug Programs 50 10486
S-45
Attachment to Schedule 4.17
Coram Alternate Site Services, Inc. Dunbar WV Medicare-Part B 0976970023
Coram Alternate Site Services, Inc. Dunbar WV Medical Waste Generator IMW-9-99-M0012
Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME KY Pending
Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME WV 8508001
Coram Alternate Site Services, Inc. Dunbar WV JCAHO 11175
Coram Alternate Site Services, Inc. Dunbar WV DEA Certificate BC4416269
Coram Alternate Site Services, Inc. Dunbar WV Clinical Laboratory Improvement Amendment
Certificate of Wavier 51D0929803
Coram Healthcare of Wyoming, LLC Casper WY Resident Pharmacy License 52-03310
Coram Healthcare of Wyoming, LLC Casper WY Resident Controlled Substance License 52-03310-CS
Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License ID 1357MS
Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License MT 122
Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License NE 77
Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Controlled Substance MT 122-CS
Coram Healthcare of Wyoming, LLC Casper WY National Council for Prescription Drug Programs 52 03310
Coram Healthcare of Wyoming, LLC Casper WY Medicare-Part B 1221430001
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy 113550300
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy ID 805212500
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME 113550301
Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME ID 805194000
Coram Healthcare of Wyoming, LLC Casper WY JCAHO 0264331
Coram Healthcare of Wyoming, LLC Casper WY Home Health Agency License Pending
Coram Healthcare of Wyoming, LLC Casper WY Federal Drug Administration 1724442
Coram Healthcare of Wyoming, LLC Casper WY DEA Certificate BC5892802
Coram Healthcare of Wyoming, LLC Casper WY Clinical Laboratory Improvement Amendment
Certificate of Wavier 53D0960498
S-46
Exchange Agreement
SCHEDULE 4.22
INSURANCE
-------------------- ------------------ ------------------------------------------------------------------- ----------- ---------
EFFECTIVE
POLICY COMPANY COVERAGES LIMITS DATE
-------------------- ------------------ ------------------------------------------------------------------- ----------- ---------
PROPERTY Travelers Catastrophic Blanket Limit $85,264,268 4/15/01-
Sub-limits 4/15/02
Real Property $250,000
Business Income/Extra Expense $2,000,000
Off Premises Services $100,000
Property in Transit $100,000
EDP Equipment and Media $35,005,500
Radioactive Contamination $50,000
Expediting Cost $100,000
Consequential Loss $100,000
Accounts Receivable $1,000,000
Cost of Research and Restoration of Valuable Papers $1,000,000
Inventory or Appraisal $25,000
Personal Property of Officers and Employees $100,000
Errors or Omissions $500,000
Loss or Damage Caused by Water Backup from Sewers or Drain $250,000
Signs attached or not attached to buildings $25,000
Fine Arts $100,000
Newly Constructed or Acquired Property at one Location $1,000,000
Debris Removal $250,000
Pollution Clean-up and Removal (any one policy year) $100,000
Boiler and Machinery $100,000
-------------------- ------------------ ------------------------------------------------------------------- ----------- ---------
BUSINESS AUTO AIG Combined Single Limit Liability -
Bodily Injury & Property Damage $1,000,000 4/15/01-
Uninsured Motorists $1,000,000 4/15/02
Hired/Borrowed & Non-Owned Combined Single Limit $1,000,000
Physical Damage Not Covered
Auto Medical Payments $5,000
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-47
Exchange Agreement
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
UMBRELLA Lexinton Each Occurrence $9,000,000 4/15/01-
Aggregate $9,000,000 4/15/02
(limits apply to Auto and Employers Liability)
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
WORKERS COMPENSATION AIG Each Accident $1,000,000 4/15/01-
Disease: 4/15/02
Each Employee $1,000,000
Policy Limit $1,000,000
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
CRIME Federal Employee Dishonesty & ERISA Plans $1,000,000 4/15/00-
Money & Securities - Inside Premises $1,000,000 4/15/02
Money & Securities - outside premises $1,000,000
Money Orders & Counterfeit Paper Currency $100,000
Depositors Forgery $1,000,000
Credit Card Forgery $25,000
Computer Theft & Funds Transfer Fraud $1,000,000
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
FIDUCIARY Federal Fiduciary Liability $1,000,000 4/15/01-
Aggregate Limit $1,000,000 4/15/02
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
EMPLOYMENT AIG Each Loss $5,000,000 4/15/01-
4/15/02
PRACTICES LIABILITY
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
GENERAL & Farmers Each Loss $30,000,000 4/15/01-
PROFESSIONAL 4/15/02
LIABILITY
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Genesis Primary D&O Liability Insurance $25,000,000 1/8/99-
OFFICERS 1/27/02
RUN-OFF
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Executive Risk 1st Excess D&O Liability Insurance $10,000,000 1/8/99-
OFFICERS Indemnity 1/27/02
RUN-OFF
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & RLI Insurance 2nd Excess D&O Liability Insurance $15,000,000 1/8/99-
OFFICERS Company 1/27/02
RUN-OFF
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Zurich 3rd Excess D&O Liability Insurance $10,000,000 1/8/99-
OFFICERS Insurance 1/27/02
RUN-OFF Company
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Hartford 4th Excess D&O Liability Insurance $15,000,000 1/8/99-
OFFICERS Insurance 1/27/02
RUN-OFF Company
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-48
Exchange Agreement
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Gulf Insurance 5th Excess D&O Liability Insurance $10,000,000 1/8/99-
OFFICERS Company 1/27/02
RUN-OFF
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & Royal Indemnity 6th Excess D&O Liability Insurance $15,000,000 1/8/99-
OFFICERS 1/27/02
RUN-OFF
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & OFFICERS National Untion Primary Directors & Officers Liability Insurance $25,000,000 1/27/01-
1/27/02
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & OFFICERS RLI Insurance 1st Excess D&O Liability Insurance $25,000,000 1/27/01-
1/27/02
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & OFFICERS Hartford Company 2nd Excess D&O Liability Insurance $25,000,000 1/27/01-
1/27/02
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
DIRECTORS & OFFICERS Greenwich 3rd Excess D&O Liability Insurance $25,000,000 1/27/01-
Insurance 1/27/02
--------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-49
Exchange Agreement
SCHEDULE 4.23
JOINT VENTURES
Name of Partnership Coram Entity Holding Interest % Interest Held
------------------- ----------------------------- ---------------
1. ABC INFUSION THERAPY Curaflex Health Services, Inc. 49
Coram Alternate Site Services, Inc. 01
2. KERN HOME HEALTH RESOURCES Curaflex Health Services, Inc. 50
dba CORAM HEALTHCARE
3. SSM INFUSION SERVICES, LLC Curaflex Health Services, Inc. 50
4. WISCONSIN IV AFFILIATES, LLC Curaflex Health Services, Inc. 50
5. WIVA-FOX VALLEY, LLC Curaflex Health Services, Inc. 25*
* Wisconsin IV Affiliates, LLC has a 50% ownership interest in this entity;
accordingly, Curaflex Health Services, Inc. has 25% indirect ownership interest
in this entity.
S-50
Exchange Agreement
SCHEDULE 4.24
PERMITS
Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram
Healthcare Corporation of New York and Coram Healthcare Corporation of Greater
New York, operates home care services agencies under five separate licenses
issued by the State of New York Department of Health (the "Department"). The
contemplated transaction may be viewed by the Department as a change of
controlling person in the operators of these agencies. If so, applications for
approval of the transaction would be required to be filed with the Department
within thirty (30) days of consummation of the contemplated transaction pursuant
to state licensure laws. Under such circumstances, if the transaction has
already been consummated and approval is not ultimately obtained, the licensed
entity may be subject to fines, an order to cease the licensed operations,
and/or an order to divest itself of the ownership of the subject home care
service agencies.
S-51
Exchange Agreement
SCHEDULE 5.2(a)
EXISTING INVESTMENTS
SHORT TERM INVESTMENTS:
Harris Investment Management as of 12/14/01 $ 27,246,349
NOTE RECEIVABLE:
Coram International Holdings Ltd.
($833,000 Principal Note Receivable) as of 12/21/01 A $ 1,092,022
INVESTMENTS IN JOINT VENTURES: as of 11/30/01 B
Wisconsin I.V. Affiliates, LLC $ 603,678
Kern Home Health Resources 185,304
ABC Infusion Therapy 302,269
Hinsdale Infusion Care 20,355 C
SSM Infusion Services, LLC 348,674
$ 1,460,280
A. The note receivable is an obligation between Coram, Inc. and Coram
International Holdings, Ltd.
B. Investments representing partnership percentage in Carolina Home Therapeutics
is not included in this schedule because this entity is consolidated with
Coram, Inc.'s financial position and results of operations.
C. Hinsdale Infusion Care was legally liquidated in August, 2000. Final
liquidating distributions have not yet been effectuated.
S-52
Exchange Agreement
SCHEDULE 5.2(e)
PERMITTED LIENS
See Attached.
S-53
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- AZ Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Lima
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Maricopa
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/5/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CA San Diego
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-54
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Araphoe
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CT Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM
ALTERNATE SITE NO JUDGMENTS FOUND. 12/18/00 CT Central
SERVICES, INC. Index
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CT New Haven
SERVICES, INC. JUDGMENTS. Town
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- FL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
S-55
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 FL Duval
SERVICES, INC. JUDGMENTS FOUND. County
CORAM Central
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- GA Index
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/13/00 System
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/13/00 GA Cobb
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 IA Scott
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- ID Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/14/00 of State
S-56
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 ID Ada County
SERVICES, INC. JUDGMENTS FOUND.
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 6/15/00- IN Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 9/30/00 of State
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/7/00 IN Allen
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/7/00 IN Allen 8/21/98
Street, Monica Blvd Suite County #980002295
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
S-57
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 IN Marion
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/21/00 IN Marion 8/21/98 #006707
Street, Monica Blvd. Suite County
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- KS Secretary
12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/12/00 KS Johnson
County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 11/29/00 KS Sedgwick
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS Central
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- LA Index
12/15/00 System
S-58
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Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR
ALTERNATE SITE JUDGMENTS FOUND WITHIN 7/5/00- St. Charles
SERVICES, INC. THE UPDATE. 12/15/00 LA Parish
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MI Secretary
12/5/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MI Kent
County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 8/15/00 MI Wayne
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MN Secretary
12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MN Clay
County
S-59
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Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MN Dakota
County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS
SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MO Secretary
12/19/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/20/00 MO Howard
County
CORAM 1 FINANCING STATEMENT AND NO
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR
SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MO St. Louis
County
CORAM
ALTERNATE SITE Foothill Capital
SERVICES, INC. Corporation, as
1125 17th Agent 11111 Santa Blanket lien 12/18/00 MO St. Louis 8/24/98 #10316
Street, Monica Blvd. Suite County
Suite 2100 1500 Los Angeles,
Denver, CO 80202 CA 90025
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 MO St. Louis
SERVICES, INC. JUDGMENTS FOUND. City
S-60
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Search Results Re: CORAM et al.
Client Ref No: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NC Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/16/00 of State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Buncombe
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/13/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Craven
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Forsyth
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Mecklenberg
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/15/00- Wake
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County
SERVICES, INC. THE UPDATE.
S-61
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NE Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 NE Douglas
SERVICES, INC. JUDGMENTS FOUND. County
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NJ of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR Passaic
ALTERNATE SITE JUDGMENTS FOUND WITHIN 11/30/00 NJ County
SERVICES, INC. THE UPDATE.
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NM of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 NM Bernalillo
SERVICES, INC. JUDGMENTS FOUND. County
S-62
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Search Results Re: CORAM et al.
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OH of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/22/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County
SERVICES, INC. THE UPDATE.
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Cuyahoga
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County
SERVICES, INC. THE UPDATE.
County
CORAM Clerk
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OK of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 Oklahoma
County
CORAM
ALTERNATE SITE NO FINANCING 7/5/00- OR Secretary
SERVICES, INC. STATEMENTS FOUND. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/5/00 OR Multnomah
SERVICES, INC. JUDGMENTS FOUND. County
S-63
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM Secretary
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- PA of
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 State
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler
ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/27/00 PA County
SERVICES, INC. THE UPDATE. Prothonotary
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Chester
ALTERNATE SITE JUDGMENTS FOUND WITHIN 10/10/00 PA County
SERVICES, INC. THE UPDATE. Prothonotary
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TN Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 TN Davidson
SERVICES, INC. JUDGMENTS FOUND. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 TN Shelby
SERVICES, INC. JUDGMENTS FOUND. County
S-64
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TN Washington
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TX Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/17/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/11/00 TX El Paso
SERVICES, INC. JUDGMENTS. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Harris
SERVICES, INC. JUDGMENTS. County
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Travis
SERVICES, INC. JUDGMENTS. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- VA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/7/00 of State
S-65
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------- --------------------------- --------- -------- -------------- --------------- -------
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WA Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 WA King
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WI Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 WI Waukesha
SERVICES, INC. JUDGMENTS FOUND. County
CORAM
ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WV Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State
CORAM NO FINANCING STATEMENTS,
ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 WV Kanawha
SERVICES, INC. JUDGMENTS FOUND. County
S-66
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ -------------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
ILLINOIS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
ILLINOIS JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/01/00 IL of State
ILLINOIS
NO FINANCING STATEMENTS,
FEDERAL/STATE TAX LIENS
FOUND. WE FIND 1 FINANCING
STATEMENT AND 3 JUDGMENTS
ON SIMILAR NAMES:
1) Faye Skolnick vs. St.
Francis Hospital of Evanston
CORAM and Coram Healthcare
HEALTCHARE Corporation of Illinois, 12/19/00 IL Cook
CORPORATION OF Inc.; County
ILLINOIS 2) Most Affordable Carpets
vs. Barbara Bramlett & Coram
Healthcare and
3) American General Financial
Center vs. MARY V. SCOTT, CITY
OF EVANSTON AND CORAM ALTERNATIVE.
CORAM
HEALTCHARE CO.** Oce-USA-Inc.
1471 Business 5450 N. Specific Cook 5/23/96 #96 U
Center Dr. Cumberland equipment 12/19/00 IL County 06378
Mt.Prospect, IL 60056 Chicago, IL 60656
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------------------ -------------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTHCARE 1 FINANCING STATEMENT FOUND 7/5/00- CO Secretary
CORPORATION WITHIN THE UPDATE. 12/6/00 of State
All vehicles
Emkay, Inc. leased by
Trust, a Coram
CORAM Delaware Healthcare
HEALTHCARE Business Corp. from
CORPORATION 1125 Trust 805 W. Emkay 7/5/00- CO Secretary 7/7/00
17th Street, Thorndale pursuant to 12/6/00 of State #20002062123
Suite 2100 Avenue vehicle lease
Denver, CO 80202 Itasca, IL agreement
60143 dated July
25, 1995.
CORAM NO FINANCING STATEMENTS,
HEALTHCARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
CORPORATION JUDGMENTS FOUND. County
CORAM
HEALTHCARE NO FINANCING STATEMENTS Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/21/00 AL of State
ALABAMA
CORAM
HEALTHCARE NO FINANCING STATEMENTS, Shelby
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/22/00 AL County
ALABAMA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
ALABAMA
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------------------ ---------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
ALABAMA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State
FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Hillsborough
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 FL County
FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
GREATER D.C.
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------------------ ---------------------------------- ----------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
GREATER D.C. JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Dept of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/19/00 MD Assessments
GREATER D.C. and Taxation
NO FINANCING STATEMENTS,
FEDERAL/STATE TAX LIENS OR
CORAM JUDGMENTS FOUND. (UCC'S ARE
HEALTCHARE ONLY THROUGH 12/31/99.) 12/31/99 MD Howard
CORPORATION OF THIS COUNTY STOPPED County
GREATER D.C. RECORDING UCC'S SINCE
12/31/99.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 VA of State
GREATER D.C.
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Fairfax
CORPORATION OF JUDGMENTS FOUND WITHIN 12/15/00 VA County
GREATER D.C. THE UPDATE.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
GREATER NEW YORK
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- --------- ------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
GREATER NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00-
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY Secretary of
GREATER NEW YORK State
CORAM 3 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX
CORPORATION OF LIENS OR JUDGMENTS FOUND. 12/15/00 NY Nassau
GREATER NEW YORK County
The Chase
CORAM Manhattan
HEALTCHARE Bank, as
CORPORATION OF Collateral Nassau 7/14/97
GREATER NEW YORK Agent 270 Blanket lien 12/15/00 NY County #UC97011600
45 South Service Park Avenue
Road Plainview, New York, NY
NY 11803 10017
CORAM
HEALTCHARE Foothill Capital
CORPORATION OF Corporation, as
GREATER NEW YORK Agent 11111 Santa
1125 17th Monica Blvd. Suite Blanket lien 12/15/00 NY Nassau 7/23/98
Street, Suite 1500 Los Angeles, County #UC98-13130
2100 Denver, CO 80202 CA 90025
Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
GREATER NEW YORK 11111 Santa Blanket lien 12/15/00 NY Nassau 8/26/98
1125 17th Monica Blvd. County #UC98-015256
Street, Suite Suite 1500
2100 Denver, CO 80202 Los Angeles, CA 90025
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------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM 2 FINANCING STATEMENTS AND NO
HEALTCHARE FEDERAL/STATE TAX LIENS OR
CORPORATION OF JUDGMENTS FOUND. 11/22/00 NY New York
GREATER NEW YORK County
CORAM Foothill Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
GREATER NEW YORK 11111 Santa Blanket lien 11/22/00 NY New York 8/26/98
1125 17th Street, Monica Blvd. County #98PN45442
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
Fleet Leasing
Corporation P.O.
CORAM Box 7023 Troy, MI
HEALTHCARE** 48007 - 7023 and
420 Lexington Avenue Panasonic Specific equipment 11/22/00 NY New York 7/28/99
New York, NY 10017 Communications County #99PN40412
10 Melville Road
Melville, NY 11747- 3177
CORAM
HEALTCHARE 1 FINANCING STATEMENT AND NO Onondaga
CORPORATION OF FEDERAL/STATE TAX LIENS OR 11/30/00 NY County
GREATER NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE Foothill Capital
CORPORATION OF Corporation, as
GREATER NEW YORK Agent 11111 Santa Onondaga
1125 17th Street, Monica Blvd. Specific equipment 11/30/00 NY County 9/1/98 #8104
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
INDIANA
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------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
INDIANA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 6/15/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 9/30/00 IN of State
INDIANA
CORAM 2 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX Lake
CORPORATION OF LIENS OR 12/14/00 IN County
INDIANA JUDGMENTS FOUND.
CORAM HEALTCHARE The Chase Manhattan
CORPORATION OF INDIANA Bank, As Collateral Lake
107 W. 79th Avenue Agent Blanket lien 12/14/00 IN County 7/14/97
Merrillville, IN 46410 270 Park Avenue #97002570
New York, NY 10017
CORAM Foothill Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
INDIANA 11111 Santa Blanket lien 12/14/00 IN Lake 8/24/98
1125 17th Monica Blvd. County #98002919
Street, Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles, CA 90025
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
KENTUCKY
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
KENTUCKY JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/15/00 KY of State
KENTUCKY
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Kenton
CORPORATION OF JUDGMENTS FOUND WITHIN 12/21/00 KY County 1st
KENTUCKY THE UPDATE. District
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MASSACHUSETTS JUDGMENTS FOUND.
CORAM
HEALTCHARE 7/5/00- Secretary
CORPORATION OF NO STATE TAX LIENS FOUND. 12/20/00 MA of State
MASSACHUSETTS
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA of State
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Hopkinton
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA Town
MASSACHUSETTS
CORAM
HEALTCHARE NO JUDGMENTS FOUND WITHIN 7/5/00- Middlesex
CORPORATION OF THE UPDATE. 12/20/00 MA County
MASSACHUSETTS
CORAM
HEALTCHARE NO FEDERAL TAX LIENS FOUND WITHIN THE 7/5/00-
CORPORATION OF UPDATE. 12/20/00 MA USDC Boston
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING Secretary
CORPORATION OF STATEMENTS FOUND. 12/20/00 RI of State
MASSACHUSETTS
CORAM
HEALTCHARE
CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI Kent County
MASSACHUSETTS
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS Warwick
CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town
MASSACHUSETTS
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MICHIGAN
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MICHIGAN JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/5/00 MI of State
MICHIGAN
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Ingham
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/11/00 MI County
MICHIGAN JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
MISSISSIPPI
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------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
MISSISSIPPI JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/8/00 MS of State
MISSISSIPPI
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Hinds County( 1ST
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 MS & 2ND
MISSISSIPPI JUDGMENTS FOUND. District)
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
NEVADA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County
NEVADA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00-
CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 NV Secretary of State
NEVADA
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------------------ ---------------------------------- --------- ------- -------------- ------------- -------
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL/STATE TAX LIENS OR
CORPORATION OF JUDGMENTS FOUND. WE FIND 1 FINANCING 8/23/00 NV Clark County
NEVADA STATEMENT ON A SIMILAR NAME.
CORAM
HEALTHCARE** Sanwa Leasing Corporation Specific
101 North Pecos Road P.O. Box 7023 equipment 7/22/98
Las Vegas, NV 89101 Troy, MI 48007 8/23/00 NV Clark County #BK 980722
Ins. 00806
CORAM NO FINANCING STATEMENTS,
HEALTCHARE FEDERAL TAX LIENS OR Washoe
CORPORATION OF JUDGMENTS FOUND. WE FIND 1 TAX 12/21/00 NV County
NEVADA LIEN FOR $3,367.02.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO State
NEW YORK
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County
NEW YORK JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY State
NEW YORK
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
HEALTCHARE 3 FINANCING STATEMENTS Albany
CORPORATION OF AND 1 JUDGMENT FOUND. WE 12/15/00 NY County
NEW YORK FIND NO FEDERAL TAX LIENS.
CORAM The Chase
HEALTCHARE Manhattan
CORPORATION OF Bank, as
NEW YORK Collateral Albany 7/10/97
1 Charles Agent 270 Blanket lien 12/15/00 NY County #97-04540
Boulevard Park Avenue
Guilderland, NY New York,
12084 NY 10017
Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
NEW YORK 1125 11111 Santa Blanket lien 12/15/00 NY Albany 8/21/98
17th Street, Monica Blvd. County #98-04894
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles,
CA 90025
CORAM
HEALTHCARE** Fleet Leasing
1 Charles Corporation Specific Albany 11/3/99
Boulevard P.O. Box equipment 12/15/00 NY County #99-05886
Guilderland, NY 7023
12084 Troy, MI 48007-7023
CORAM
HEALTHCARE New York
CORPORATION OF State
GREATER NEW Department of This is a
YORK** Taxation and State tax Albany 10/24/00 County
1125 17th Finance P.O. lien for 12/15/00 NY County #22822 Judgment in
Street, Box 5149 $2,765.36 the amount
Suite 2100 Albany, NY of $2,765.36
Denver, 12205
CO 80202
CORAM 3 FINANCING STATEMENTS
HEALTCHARE AND NO FEDERAL/STATE TAX Erie
CORPORATION OF LIENS OR 12/19/00 NY County
NEW YORK JUDGMENTS FOUND.
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Foothill
CORAM Capital
HEALTCHARE Corporation,
CORPORATION OF as Agent
NEW YORK 1125 11111 Santa Blanket lien 12/19/00 NY Erie 8/25/98
17th Street, Monica Blvd. County #Q52-5995
Suite 2100 Suite 1500
Denver, CO 80202 Los Angeles,
CA 90025
CORAM Fleet Leasing
HEALTHCARE** Corporation
375 North French P.O. Box 7023 Specific equipment 12/19/00 NY Erie 5/19/99
Road Amherst, NY Troy, MI County #Q63-8696
14228 48007
Sanwa
CORAM Leasing
HEALTHCARE** Corporation Specific Erie 1/31/00
375 North French P.O. Box 7023 equipment 12/19/00 NY County #Q73-9056
Road Amherst, NY Troy, MI
14228 48007
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
NORTH TEXAS
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
NORTH TEXAS JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/17/00 TX of State
NORTH TEXAS
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Dallas
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 TX County
NORTH TEXAS JUDGMENTS.
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary
NORTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CA Alameda
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Sacramento
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
NORTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
NORTHERN JUDGMENTS FOUND. County
CALIFORNIA
S-81
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
RHODE ISLAND
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
RHODE ISLAND JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 RI of State
RHODE ISLAND
CORAM
HEALTCHARE Kent
CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI County
RHODE ISLAND
CORAM
HEALTCHARE NO FINANCING STATEMENTS Warwick
CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town
RHODE ISLAND
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary
SOUTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State
CALIFORNIA
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Los
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 CA Angeles
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/1/00 CA Orange
SOUTHERN JUDGMENTS. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, San
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 CA Bernadino
SOUTHERN JUDGMENTS. County
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Santa
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Barbara
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
CORAM
HEALTCHARE
CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
SOUTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State
CALIFORNIA
CORAM
HEALTCHARE NO FINANCING STATEMENTS,
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SOUTHERN JUDGMENTS FOUND. County
CALIFORNIA
S-83
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
SOUTHERN FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
SOUTHERN FLORIDA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State
SOUTHERN FLORIDA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Broward
CORPORATION OF FEDERAL/STATE TAX LIENS 12/11/00 FL County
SOUTHERN FLORIDA FOUND. WE FIND 1 JUDGMENT.
County
CORAM Industrial court 5/8/98 Tax lien
HEALTCHARE A/C & defaultfinal 12/11/00 FL Broward #BK 28178 in the
CORPORATION OF Refrigeration, judgment County PG 200 amount of
SOUTHERN FLORIDA Inc.(Plaintiff) for $809.62
$809.62
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
UTAH
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------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
UTAH JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 11/17/00 UT of State
UTAH
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Salt Lake
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/21/00 UT County
UTAH JUDGMENTS FOUND.
CORAM
HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/6/00 of State
CORAM NO FINANCING STATEMENTS,
HEALTHCARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
WYOMING, L.L.C. JUDGMENTS FOUND. County
CORAM
HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- WY Secretary
WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/21/00 of State
S-85
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Natrona
HEALTHCARE OF JUDGMENTS FOUND WITHIN 12/19/00 WY County
WYOMING, L.L.C. THE UPDATE.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State
SOUTH CAROLINA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Denver
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County
SOUTH CAROLINA JUDGMENTS FOUND.
CORAM
HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary
CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 SC of State
SOUTH CAROLINA
CORAM
HEALTCHARE NO FINANCING STATEMENTS, Charleston
CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 SC County
SOUTH CAROLINA JUDGMENTS FOUND.
CORAM
HOMECARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary
MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-86
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM NO FINANCING STATEMENTS,
HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
MINNESOTA, INC. JUDGMENTS FOUND. County
CORAM
HOMECARE OF NO FINANCING STATEMENTS 7/5/00- MN Secretary
MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State
CORAM NO FINANCING STATEMENTS,
HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 MN Dakota
MINNESOTA, INC. JUDGMENTS FOUND. County
CORAM INC NO FINANCING STATEMENTS 7/5/00- CO Secretary
FOUND WITHIN THE UPDATE. 12/6/00 of State
NO FINANCING STATEMENTS,
CORAM INC FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
JUDGMENTS FOUND. County
CORAM
SERVICE NO FINANCING STATEMENTS 7/5/00- CO Secretary
CORPORATION FOUND WITHIN THE UPDATE. 12/6/00 of State
S-87
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
CORAM NO FINANCING STATEMENTS,
SERVICE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
CORPORATION JUDGMENTS FOUND. County
CURAFLEX HEALTH 1 PARTIAL RELEASE FOUND WITHIN THE UPDATE. 7/5/00- CA Secretary
SERVICES, INC. 12/5/00 of State
Blanket lien
with a partial
release of all
of the transferred
assets as
defined in the
Foothill Asset Purchase
Capital Agreement,
CURAFLEX HEALTH Corporation, dated as of Partial
SERVICES, INC. as Agent June 9, 2000, 7/5/00- Secretary 8/21/98 Release #
1125 17th Street, 11111 Santa by and between 12/5/00 CA of State #199823660584 2000217C0128
Suite 2100 Monica Blvd. Curaflex, filed 8/2/00.
Denver, CO 80202 Suite 1500 Coram
Los Angeles, Healthcare
CA 90025 Corporation,
Curascript
Pharmacy,Inc.,
Curascript PBM
Services, Inc.
and GTCR Fund
VI, L.P.
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CA Kern
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- CO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-88
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- IL Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook
SERVICES, INC. JUDGMENTS FOUND. County
CURAFLEX HEALTH NO FINANCING STATEMENTS MO Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. of State
NO FINANCING STATEMENTS, St.
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 MO Louis
SERVICES, INC. JUDGMENTS FOUND. County
1 FINANCING STATEMENT AND NO FEDERAL/STATE St.
CURAFLEX HEALTH TAX LIENS OR 8/4/95 MO Louis
SERVICES, INC. JUDGMENTS FOUND. City
S-89
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
Chemical
Bank, as 8/4/95
CURAFLEX HEALTH Collateral #4957 This
SERVICES, INC. Agent 200 St. Louis filing
4362 Forrest Jericho Blanket lien 8/4/95 MO City probably
Park Avenue St. Quadrangle lapsed on
Louis, Mo 63108 Jericho, NY 8/25/00.
11753
CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- WI Secretary
SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 WI Oneida
SERVICES, INC. JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/21/00 WI Outagarnie
SERVICES, INC. JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,
CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/26/00 WI Portage
SERVICES, INC. JUDGMENTS FOUND. County
HOME CARE NO FINANCING 11/30/00 CO Secretary
HAWAII, LLP STATEMENTS FOUND. of State
S-90
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------- -------
NO FINANCING STATEMENTS,
HOME CARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
HAWAII, LLP JUDGMENTS FOUND. County
HOME CARE NO FINANCING 12/15/00 HI Secretary
HAWAII, LLP STATEMENTS FOUND. of State
NO FINANCING STATEMENTS,
HOME CARE FEDERAL/STATE TAX LIENS OR 12/15/00 HI Honolulu
HAWAII, LLP JUDGMENTS FOUND. County
T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- CO Secretary
FOUND WITHIN THE UPDATE. 12/6/00 of State
NO FINANCING STATEMENTS,
T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver
JUDGMENTS FOUND. County
T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- SC Secretary
FOUND WITHIN THE UPDATE. 12/12/00 of State
S-91
SEARCH RESULTS AS OF DECEMBER, 2000
Search Results Re: CORAM et al.
Client Ref No: 014951.0238
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ---------------------------------- -------- ------ ------------ ------------- -------
NO FINANCING STATEMENTS,
T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/12/00 SC Greenville
JUDGMENTS FOUND. County
NO FINANCING STATEMENTS,FEDERAL/STATE TAX
T2 MEDICAL, INC. LIENS OR 12/11/00 SC Richland
JUDGMENTS FOUND. County
** SIMILAR NAMES FOUND WHILE SEARCHING JURISDICTIONS.
S-92
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to AZ Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12/6/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Maricopa
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/10/01 County
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Prima County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/7/01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA Secretary of
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA San Diego
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 County
S-93
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ -------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to CO Central Index
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Arapahoe
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01 County
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Denver County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-04-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State Tax Liens 12-01-00 to CT Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-05-01 State
CORAM
ALTERNATE SITE NO RECORD OF JUDGMENTS FOUND WITHIN THE 12-01-00 to CT Central Index
SERVICES, INC. UPDATE PERIOD. 12-06-01
S-94
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ -------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE ATTACHED 12-01-00 to DE Secretary of
CERTIFICATE. (COPIES HEREBY PROVIDED WERE FILED 11/7/01 State
PRIOR TO UPDATE RECORD.)
CORAM
ALTERNATE SITE FOOTHILL CAPITAL CORPORATION
SERVICES, INC. 11111 SANTA MONICA BLVD., STE. BLANKET LIEN Prior to
1125 17TH Street, 1500 LOS ANGELES, CA 90025 search Secretary of 8/21/98
Suite 2100 date State 9837459-
Denver, CO 80202 0000000
12-01-00 to FL Secretary of
15/5/01 State
CORAM (ucc/jud)
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL TAX LIENS & 12-01-00 to
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 11/30/01
(jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to FL Duval County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/8/01
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to GA Central Index
SERVICES, INC. UPDATE PERIOD. 10/31/01
S-95
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------ -------
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS & 12-01-01 to GA Cobb County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-06-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IA Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-16-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IA Scott County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-14-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to ID Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-07-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to ID Ada County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01
S-96
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IL Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12/7/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IL Cook County
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/6/01
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to IN Secretary of
SERVICES, INC. UPDATE PERIOD. SEE ATTACHED CERTIFICATE. 12/6/01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IN Allen county
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/26/01
12-01-00 to
12/10/01
(ucc)
12-01-00 to IN Marion County
CORAM 12/3/01
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS (ftl)
SERVICES, INC. FOUND WITHING THE UPDATE PERIOD. 12-01-00 to
12/6/01
(stl/jud)
S-97
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to KS Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE DATE 12-05-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Johnson
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Sedgwick
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-25-01 to County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to LA Central Index
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-04-01
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to LA St. Charles
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01 Parish
THE UPDATE PERIOD.
S-98
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 1-30-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to MI Kent County
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Wayne County
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 09-10-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Clay County
SERVICES, INC & JUDGMENTS FOUND WITHIN THE UPDATE 12-04-01
PERIOD.
S-99
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Dakota County
SERVICES, INC. & JUDGMENTS FOUND WITHIN THE 12-05-01
UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MO Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-08-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MO St. Louis
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 06-30-01 County
PERIOD. (ucc)
12-01-01 to
10-10-01
(ftl/stl)
12-01-00 to
11-29-01
(jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS 12-01-00 to NC Secretary of
SERVICES, INC. FOUND WITHIN THE UPDATE DATE 11-30-01 State
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Buncombe
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
S-100
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- -------------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Craven County
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Mecklenburg
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Wake County
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01
PERIOD. (ucc)
12-01-00 to
12-06-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NE Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NE Douglas
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 11-28-01 County
UPDATE PERIOD.
S-101
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NJ Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 11-29-01 State
ATTACHED CERTIFICATE.
CORAM
ALTERNATE SITE NO RECORD OF STATE TAX LIENS & 12-01-00 to NJ Central Index
SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE 12-05-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NJ Passaic County
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 10-30-01
UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NM Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NM Bernalillo
SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-03-01 County
UPDATE PERIOD.
S-102
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-30-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OK Oklahoma
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County Clerk
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to OR Secretary of
SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-05-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OR Washington
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 09-29-01 County
THE UPDATE PERIOD. (ucc/ftl/stl)
12-01-00 tp
12-03-01
(jud)
S-103
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------- ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to PA Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-14-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Butler County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Chester County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-05-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to TN Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Davidson
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County
THE UPDATE PERIOD.
S-104
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ---------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Shelby County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-10-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Washington
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 09-30-01 State
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX El Paso County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 06-30-01
THE UPDATE PERIOD. (ucc)
12-01-00 to
12-02-01
(ftl/stl/jud)
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Harris County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-105
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------ ------------- ---------- ----------- ----- ------------ ------------- -------
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Travis County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WA Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE PERIOD. 10-24-01 State
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WA King County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
THE UPDATE PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WI Central Index
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 10-31-01
PERIOD.
CORAM
ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-01 to WI Waukesha
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN THE 12-07-01 County
UPDATE PERIOD.
S-106
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to WV Secretary of
SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 12-07-01 State
ATTACHED CERTIFICATE. (FILINGS
HEREBY ATTACHED WERE RECORDED PRIOR
TO UPDATE PERIOD)
CORAM ALT ERNATE SITE Foothill Capital Blanket lien Prior to WV Secretary of 8/24/98
SERVICES, INC. Corporation, as search date. State 0501179
1125 17th Street, Agent
Suite 2100 11111 Santa
Denver, CO 80202 Monica Blvd.,
Suite 1500
Los Angeles, CA 90025
CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WV Kanawha
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-11-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-107
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 11-07-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to IL Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 12-07-01 State
PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IL Lake County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 10-23-01
THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to AL Secretary of
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 State
ALABAMA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to AL Shelby County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-12-01
ALABAMA THE UPDATE PERIOD.
S-108
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
ALABAMA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
ALABAMA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
ALABAMA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
FLORIDA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
FLORIDA THE UPDATE PERIOD.
S-109
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
FLORIDA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of
CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 State
FLORIDA UPDATE PERIOD. (ucc/jud)
12-01-00 to
11-30-01
(jud)
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Hillsborough
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 County
FLORIDA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
GREATER D.C. THE UPDATE PERIOD.
S-110
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
GREATER D.C. PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MD Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-05-01 State
GREATER D.C.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MD Howard
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 County
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to VA Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-26-01 State
GREATER D.C. PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to VA Fairfax County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-27-01
GREATER D.C. THE UPDATE PERIOD.
S-111
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
GREATER NEW YORK PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-07-01 State
GREATER NEW YORK PERIOD. SEE ATTACHED CERTIFICATE.
(FILINGS HEREBY PROVIDED WERE FILED
PRIOR TO UPDATE)
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 7/20/98
CORPORATION OF Corporation, as search date State 154672
GREATER NEW YORK Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98
CORPORATION OF Corporation, as search date State 179889
GREATER NEW YORK Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
S-112
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Nassau County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY New York
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-28-01 County
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Onondaga
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County
GREATER NEW YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
CORPORATION OF IDAHO LIENS FOUND.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
CORPORATION OF IDAHO TAX LIENS & JUDGMENTS FOUND.
S-113
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
CORPORATION OF IDAHO LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
INDIANA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
INDIANA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
INDIANA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to IN Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. SEE 12-06-01 State
INDIANA ATTACHED CERTIFICATE.
S-114
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IN Lake County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
INDIANA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
KENTUCKY PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
KENTUCKY THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to KY Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-06-01 State
KENTUCKY
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 11-30-01 State
KENTUCKY
S-115
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
KENTUCKY THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MASSACHUSETTS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MASSACHUSETTS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MASSACHUSETTS PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
S-116
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF STATE TAX LIENS FOUND 12-01-00 to MA Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Hopkinton
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-10-01 Town
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to MA Middlesex
CORPORATION OF THE UPDATE PERIOD. 12-07-01 County
MASSACHUSETTS (Registry and
Superior
Court)
CORAM HEALTHCARE NO RECORD OF FEDERAL TAX LIENS 12-01-00 to MA USDC-Boston
CORPORATION OF FOUND WITHIN THE UPDATE PERIOD. 12-07-01
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of
CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State
MASSACHUSETTS
S-117
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County
CORPORATION OF THE UPDATE PERIOD. 12-10-01
MASSACHUSETTS
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01
MASSACHUSETTS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MICHIGAN THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MICHIGAN PERIOD. SEE ATTACHED CERTIFICATE.
S-118
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 State
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Ingham County
CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-06-01
MICHIGAN PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
MISSISSIPPI PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
MISSISSIPPI PERIOD. SEE ATTACHED CERTIFICATE.
S-119
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to MS Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-10-01 State
MISSISSIPPI PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (1st District)
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (2nd District)
MISSISSIPPI THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
NEVADA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
NEVADA THE UPDATE PERIOD.
S-120
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State
NEVA DA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NV Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-06-01 State
NEVADA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Clark County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 07-10-01
NEVADA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Washoe
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-10-01 County
NEVADA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-03-01
YORK PERIOD.
S-121
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of
CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-07-01 State
YORK PERIOD. SEE ATTACHED CERTIFICATE.
(FILINGS HEREBY PROVIDED WERE FILED
PRIOR TO UPDATE)
CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98
CORPORATION OF NEW Corporation, search date State 179890
YORK as Agent,
1125 17th Street, Suite 11111 Santa
2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Albany County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
YORK THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Erie County
CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01
YORK THE UPDATE PERIOD.
S-122
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 12-03-01
TEXAS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
TEXAS THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 11-12-01 State
TEXAS PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of
CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 09-30-01 State
TEXAS PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Dallas County
CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01
TEXAS THE UPDATE PERIOD.
S-123
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Alameda
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Sacramento
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
NORTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
NORTHERN CALIFORNIA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
NORTHERN CALIFORNIA THE UPDATE PERIOD.
S-124
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
NORTHERN CALIFORNIA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 12-03-01
ISLAND PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF RHODE TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
ISLAND THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 11-12-01 State
ISLAND PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of
CORPORATION OF RHODE WITHIN THE UPDATE PERIOD. 12-07-01 State
ISLAND
S-125
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County
CORPORATION OF THE UPDATE PERIOD 12-10-01
RHODE ISLAND
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-07-01
RHODE ISLAND THE UPDATE PERIOD.
CORAM HEALTHCARE ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index
CORPORATION OF OF FEDERAL TAX LIENS FOUND.
SOUTH CAROLINA
CORAM HEALTHCARE Foothill Capital Blanket lien 12/03/2001 CO Central Index 08/21/1998
CORPORATION OF Corporation, #19982053943
SOUTH CAROLNA as Agent
1125 17TH Street, 11111 Santa
Suite 2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND.
SOUTH CAROLINA
S-126
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
CORPORATION OF LIENS FOUND. SEE ATTACHED State
SOUTH CAROLINA CERTIFICATE.
CORAM HEALTHCARE THREE (3) UCC FILINGS FOUND. 11/21/2001 SC Secretary of
CORPORATION OF State
SOUTH CAROLINA
CORAM HEALTHCARE Foothill Capital Blanket lien 11/21/2001 SC Secretary of 08/21/1998
CORPORATION OF Corporation, State #980829-
SOUTH CAROLINA, INC. as Agent 140321A
1125 17TH Street, 11111 Santa
Suite 2100 Monica Blvd.,
Denver, CO 80202 Suite 1500
Los Angeles, CA
90025
CORAM HEALTHCARE Foothill Capital Blanket lien with 11/21/2001 SC Secretary of 08/21/1998 Partial Rel
CORPORATION OF Corporation, a partial release State #980821- 12-10-98
SOUTH CAROLINA as Agent of all inventory 140348A
1125 17TH Street, 11111 Santa of medical, office
Suite 2100 Monica Blvd., and other supplies,
Denver, CO 80202 Suite 1500 equipment, tools,
Los Angeles, CA contracts, licenses,
90025 files, documents,
computer programs,
personnel records,
patient charts
and records.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Charleston
CORPORATION OF TAX LIENS & JUDGMENTS FOUND. County
SOUTH CAROLINA
S-127
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Los Angeles
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-27-01 County
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Orange County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-20-01
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA San Bernardino
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-20-01 County
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Santa Barbara
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
S-128
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01
SOUTHERN CALIFORNIA PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
SOUTHERN CALIFORNIA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
SOUTHERN CALIFORNIA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF LIENS FOUND WITHIN THE 12-03-01
SOUTHERN FLORIDA UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
SOUTHERN FLORIDA THE UPDATE PERIOD.
S-129
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State
SOUTHERN FLORIDA PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of
CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 State
SOUTHERN FLORIDA UPDATE PERIOD. (ucc/jud)
12-01-00 to
11-30-01
(jud)
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Broward
CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 10-30-01 County
SOUTHERN FLORIDA THE UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION OF UTAH LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-130
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION OF UTAH LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to UT Secretary of
CORPORATION OF UTAH WITHIN THE UPDATE PERIOD. 12-03-01 State
CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to UT Salt lake
CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
WYOMING, LL.C. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-131
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
WYOMING, LL.C. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HEALTHCARE OF NO RECORD OF UCC FILINGS FOUND 12-01-00 to WY Secretary of
WYOMING, LL.C. WITHIN THE UPDATE PERIOD. 12-10-01 State
CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WY Natrona
WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County
THE UPDATE PERIOD.
CORAM HEALTHCARE/ NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
CAROLINA HOME LIENS FOUND.
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND.
THERAPEUTICS
S-132
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HEALTHCARE/ NO RECORD OF UCC FILINGS FOUND. 11/21/2001 SC Secretary of
CAROLINA HOME State
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Greenville
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County
THERAPEUTICS
CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/30/2001 SC Richland
CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County
THERAPEUTICS
CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-11-01 MN Secretary of
ILLINOIS, INC. LIENS FOUND. State
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to CO Central Index
MINNESOTA, INC. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
S-133
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
MINNESOTA, INC. TAX LIENS & JUDGMENTS FOUND. 12-04-01
CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
MINNESOTA, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index
MINNESOTA, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
CORAM HOMECARE OF NO RECORD OF FEDERAL/STATE TAX 12-01-00 to MN Dakota County
MINNESOTA, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01
UPDATE PERIOD.
CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE UPDATE 12-03-01
PERIOD.
S-134
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CORAM INDEPENDENT NO RECORD OF UCC'S & FEDERAL TAX 12-13-01 NY Secretary of
PRACTICE ASSOCIATION, LIENS FOUND. State
INC.
CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 12-03-2001 CO Central Index
SERVICES, INC. LIENS FOUND.
CORAM PHYSICIAN NO RECORD OF UCC'S, FEDERAL/STATE 11-23-2001 CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND.
S-135
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
SERVICES, INC. LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
SERVICES, INC. LIENS FOUND.
CORAM PRESCRIPTION NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND.
CORAM RESOURCE NO RECORD OF UCC'S & FEDERAL TAX 11-12-01 DE Secretary of
NETWORK, INC. LIENS FOUND. State
CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
SERVICES, INC. LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
S-136
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
CORPORATION LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CORAM SERVICE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
CORPORATION LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CTI NETWORK, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
S-137
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE
THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
SERVICES, INC. LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
CURAFLEX HEALTH NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State
PERIOD. SEE ATTACHED CERTIFICATE.
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
ONCOLOGY ASSOCIATES, LIENS FOUND.
INC.
S-138
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County
ONCOLOGY ASSOCIATES, TAX LIENS & JUDGMENTS FOUND.
INC.
FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 11/26/2001 VA Secretary of
ONCOLOGY ASSOCIATES, LIENS FOUND. State
INC.
HEALTHINFUSION, INC. ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index
OF FEDERAL TAX LIENS FOUND.
HEALTHINFUSION, INC Foothill Capital Blanket lien 12/03/01 CO Central Index 08/21/1998
1125 17TH Street, Corporation, #19982053960
Suite 2100 as Agent
Denver, CO 80202 11111 Santa
Monica Blvd.,
Suite 1500
Los Angeles, CA
90025
HEALTHINFUSION, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
TAX LIENS & JUDGMENTS FOUND.
S-139
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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THROUGH DATE AND RELATED
DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
-------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
HEALTHINFUSION, INC. THREE (3) UCC FILINGS FOUND UNDER A 12-05-01 FL Secretary of
SIMILAR NAME; NO RECORD OF FEDERAL (ucc/jud) State
TAX LIENS & JUDGMENTS FOUND. 11-30-01
(jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073233
Miami, FL 33126 4780 NOBT 11-30-01
Orlando, FL 32810 (jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073235
Miami, FL 33126 4780 NOBT 11-30-01
Orlando, FL 32810 (jud)
HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997
1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073237
Miami, FL 33126 4780 NOBT 11-30-01
Orlando, FL 32810 (jud)
H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index
LIENS FOUND.
S-140
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
--------------------- ----------------------------------- ----------- ------- -------------- ------------- -----------
H.M.S.S., INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County
TAX LIENS & JUDGMENTS FOUND.
H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of
LIENS FOUND. SEE ATTACHED State
CERTIFICATE.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12/01/00 to HI Secretary of
TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State
THE UPDATE PERIOD.
S-141
SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al.
CLIENT REF NO: 014951.0238
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DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS
------------------ ----------------------------------- ----------- ------- -------------- ------------- -----------
T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index
LIENS FOUND WITHIN THE 12-03-01
UPDATE PERIOD.
T2 MEDICAL, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County
TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01
THE UPDATE PERIOD.
T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of
LIENS FOUND. SEE ATTACHED 11-12-01 State
CERTIFICATE.
S-142
Exchange Agreement
SCHEDULE 5.2(f)
PERMITTED INDEBTEDNESS
Notes Payable:
Accreditation Commission for
Health Care, Inc. $ 185,534
Cognitive Design Associates 130,000
Coram International Holdings, Ltd.
($833,000 Principal Note) 1,092,022 D
Health Home Care Ministry, Inc. 50,000 A, B
---------------
$ 1,482,556
===============
Earnouts Payable (Curaflex Health Services, Inc. Guarantee):
TBOB Enterprises, Inc. $ 1,453,093 C
===============
Capital Lease Obligations:
NTFC - Phone Equipment - Lansing, MI $ 12,936 A
NTFC - Phone Equipment - Plainview, NY 11,578 A
---------------
$ 24,514
===============
A. Payments during December 2001 may reduce this balance.
B. Promissory note reflects 100% of Wisconsin I.V. Affiliates Partnership's
liability.
C. Base earnout of $1,268,000 plus interest for period March 15, 2001 to
December 21, 2001 of $185,093.
D. The note payable is an intercompany obligation between Coram, Inc. and Coram
International Holdings, Ltd.
S-143
Exhibit A
Amended and Restated Bylaws
CORAM, INC.
BYLAWS
(AMENDED AND RESTATED ON DECEMBER 31, 2001)
ARTICLE 1
OFFICES
Section 1.1 Registered Office. The Corporation shall maintain
in the State of Delaware a registered office that may, but need not be, the same
as its place of business, and a registered agent whose business office is
identical with such registered office.
Section 1.2 Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the business of the Corporation may require.
ARTICLE 2
STOCK
Section 2.1 Form of Stock Certificates. Stock shall be
represented by certificates. Certificates for the shares of stock of the
Corporation shall be in such form as is consistent with the Certificate of
Incorporation and applicable law. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class of
stock, the rights, powers, designations, preferences and other relative rights
of each class of stock or each series of each class of stock shall be set forth
in full or summarized on the face or back of the certificates; provided, that
except as otherwise provided in Section 202 of the General Corporation Law of
the State of Delaware, in lieu of the foregoing requirement, there may be set
forth on the face or back of the certificates a statement that the Corporation
will furnish without charge to each stockholder who so requests the rights,
powers, designations, preferences and other relative rights of each class of
stock or each series of each class of stock.
Section 2.1.1 Signing of Certificates. Certificates
representing stock of the Corporation shall be signed by the appropriate
officers and may be sealed with the seal or a facsimile of the seal of the
Corporation.
Section 2.1.2 Identification of Stockholders. The name and
address of each stockholder, the number and class of stock held and the date on
which the stock was issued shall be entered on the books of the Corporation. The
person in whose name stock stands on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
Section 2.2 Lost, Stolen or Destroyed Certificates. If a
certificate representing stock has been lost, stolen or destroyed, the Board of
Directors may in its discretion, except as may be required by law, direct that a
new certificate be issued upon satisfaction of any conditions or requirements it
may impose.
Section 2.3 Transfers of Stock. Transfers of stock of the
Corporation shall be recorded on the books of the Corporation.
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ARTICLE 3
STOCKHOLDERS
Section 3.1 Annual Meeting. Subject to Section 3.11, the
annual meeting of the stockholders for the election of directors and the
transaction of any other proper business shall be held at such date and time as
the Board of Directors shall determine.
Section 3.2 Special Meetings. Subject to Section 3.11, a
special meeting of the stockholders may be called by the Chairman of the Board
or the President, or by the Board of Directors or by the stockholders of the
Corporation holding at least fifty percent (50%) of the combined voting power of
the then outstanding shares of the Corporation's stock entitled to vote at such
meeting (voting as a single class).
Section 3.3 Place of Meeting. The Board of Directors may
designate any place as the place of meeting for any annual or special meeting of
the stockholders. In the absence of such designation, the place of meeting shall
be the principal place of business of the Corporation.
Section 3.4 Notice of Meetings. For all meetings of
stockholders, a written notice of the meeting shall be delivered to each
stockholder of record entitled to vote at such meeting, which notice shall state
the place, date and hour of meeting. For all special meetings and when and as
otherwise required by law, the notice shall state the purpose or purposes of the
meeting. The notice of the meeting shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting. Such notice shall be
deemed to have been delivered when sent by registered mail or by confirmed telex
or telecopy, directed to the stockholder at his or her address as it appears in
the records of the Corporation. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken and the
adjournment is for not more than thirty (30) days, unless otherwise required by
law.
Section 3.5 Quorum. The holders of a majority of the
outstanding stock of the Corporation entitled to vote on a matter, present in
person or represented by proxy, shall be necessary to constitute a quorum for
consideration of such matter at any meeting of the stockholders unless a greater
or lesser number is required by the Certificate of Incorporation. At any
adjourned meeting at which a quorum is present or represented, any business may
be transacted which might have been transacted at the original meeting, unless
otherwise required by law. Withdrawal of stockholders from any meeting shall not
cause failure of a duly constituted quorum at a meeting, unless otherwise
required by law. If a quorum shall fail to attend any meeting, the Chairman of
the meeting or the holders of a majority of the shares of the stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to another
place and time.
Section 3.6 Manner of Acting. The affirmative vote of a
majority of the stock represented at a meeting and entitled to vote on a matter
at which a quorum is present shall be the act of the stockholders, unless the
vote of a greater number or voting by class is required by law or the
Certificate of Incorporation. Each stockholder shall have the number of votes
for every share of stock entitled to vote which is registered in his name on the
record date for the
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meeting as provided by the rights of such shares, except as otherwise provided
herein or required by law.
Section 3.7 Fixing of Record Date. If no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the close of
business on the day before the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders. If a record date is
specifically set for the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or stockholders entitled to
receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than sixty (60) days and not less than ten
(10) days immediately preceding such meeting or such action. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof.
Section 3.8 Proxies. A stockholder may appoint a proxy to vote
or otherwise act for him or her by signing an appointment form and delivering it
to the person so appointed. No proxy shall be valid after the expiration of
three years from the date thereof unless otherwise provided in the proxy. An
appointment of a proxy is revocable by the stockholder unless the appointment
form states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power.
Section 3.9 Consent of Stockholders in Lieu of Meeting.
Subject to Section 3.11, any action required to be taken, or which may be taken,
at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of shares of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.
Section 3.10 Notice to Stockholders Not Consenting. Prompt
notice of the taking of corporate action without a meeting by less than
unanimous consent shall be given in writing to those stockholders who have not
consented in writing. In the event that the action which is consented to is such
as would have required the filing of a certificate under any Section of the
General Corporation Law of the State of Delaware if such action had been voted
on by the stockholders at a meeting thereof, the certificate filed under such
other Section shall state, in lieu of any statement required by such Section
concerning any vote of stockholders, that written consent has been given in
accordance with the provisions of said Section and that written notice to
non-consenting stockholders has been given as provided in this Bylaw.
Section 3.11 Special CHC Board Approval. Prior to the giving
of a notice for a stockholders meeting, or the distribution of a stockholders
written consent, of the Corporation, in which it would be proposed to approve or
be approved (a) any change in the identity of the members of the Board of
Directors of the Corporation or the rights of any stockholder, director
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or other person to appoint or remove any of the members of the Board of
Directors of the Corporation, (b) the appointment, removal or termination of
office of any of the members of the Board of Directors of the Corporation, or
(c) any change, which relates to the subject matter of the preceding clauses (a)
and (b), in the certificate of incorporation and bylaws of the Corporation or
the Amended and Restated Certificate of Designation, such stockholders meeting
or stockholders written consent, must be approved in writing by a majority of
the independent members of the board of directors of Coram Healthcare
Corporation ("CHC") prior to the giving of a notice for such stockholders
meeting or the distribution of such stockholders written consent.
ARTICLE 4
DIRECTORS
Section 4.1 General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.
Section 4.2 Number, Tenure and Resignation. The authorized
number of directors of the Corporation shall be not less than two (2) nor more
than seven (7) (of which the holders of the Preferred Stock of the Corporation
shall be entitled to elect (a) two (2) during such time that any shares of the
Preferred Stock are outstanding prior to a Triggering Event or (b) four (4)
during such time that any shares of the Preferred Stock of the Corporation are
outstanding from and after a Triggering Event), and such number may be changed
from time to time within such specified limit by a duly adopted resolution of
the Board of Directors; provided, however, that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. The directors of the Corporation shall be elected by a plurality vote
of the shares of the Corporation's stock represented in person or by proxy at
the annual meeting of the stockholders and entitled to vote on the election of
directors of the Corporation. Each director shall hold office until the last to
occur of the next annual meeting of stockholders or until his successor shall
have been elected and qualified, or until his earlier written resignation or
removal in the manner hereinafter provided. A director may resign at any time by
written notice to the Board, its Chairman, the President or the Secretary. The
resignation is effective on the date it bears, or its designated effective date.
For purposes of these Bylaws, "Triggering Event" means, at any time (from and
after January 1, 2002), the earliest to occur of the following:
(i) a plan of reorganization for the Corporation
and/or CHC is substantially consummated (as defined in 11 U.S.C.
Section 1101(2));
(ii) the giving of a notice for a stockholders
meeting (other than a stockholders meeting of CHC called by Xxxxxx
Xxxxxxx, in his capacity as the Chairman of the Board and/or as the
Chief Executive Officer of CHC), or the distribution of a stockholders
written consent, of either the Corporation or CHC (provided that, with
respect to a stockholders meeting or a stockholders written consent of
the Corporation, such stockholders meeting or stockholders written
consent has been approved in writing by a majority of the independent
members of the board of directors of CHC prior to the giving of a
notice for such stockholders meeting or the distribution of such
stockholders written consent), in which it would be proposed to approve
or be approved (a) any change in the identity of the
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members of the board of directors of either the Corporation or CHC or
the rights of any stockholder, director or other person to appoint or
remove any of the directors of either the Corporation or CHC, (b) the
appointment, removal or termination of office of any of the directors
of either the Corporation or CHC, or (c) any change, which relates to
the subject matter of the preceding clauses (a) and (b), in the
certificate of incorporation or bylaws of the Corporation or CHC or the
Amended and Restated Certificate of Designation;
(iii) the giving of a notice for a meeting of the
board of directors (other than a board of directors meeting of CHC
called by Xxxxxx Xxxxxxx, in his capacity as the Chairman of the Board
and/or as the Chief Executive Officer of CHC), or the distribution of a
written consent of the board of directors, of either the Corporation or
CHC (provided, that, with respect to a board of directors meeting or a
board of directors written consent of the Corporation, such board of
directors meeting or board of directors written consent has been
approved in writing by a majority of the independent members of the
board of directors of CHC prior to the giving of a notice for such
board of directors meeting or the distribution of such board of
directors written consent), in which it would be proposed to approve or
be approved (a) any change in the identity of the members of the board
of directors of either the Corporation or CHC or the rights of any
stockholder, director or other person to appoint or remove any of the
directors of either the Corporation or CHC, (b) the appointment,
removal or termination of office of any of the directors of either the
Corporation or CHC or (c) any change, which relates to the subject
matter of the preceding clauses (a) and (b), in the certificate of
incorporation or bylaws of the Corporation or CHC or the Amended and
Restated Certificate of Designation; and
(iv) entry of an order of a court of competent
jurisdiction (other than an order resulting from a motion of Cerberus,
Foothill, Xxxxxxx or any of their Affiliates) compelling a stockholders
meeting or a board of directors meeting of the Corporation or CHC, in
which it would be proposed to approve or be approved (a) any change in
the identity of the members of the board of directors of either the
Corporation or CHC or the rights of any stockholder, director or other
person to appoint or remove any of the directors of either the
Corporation or CHC, (b) the appointment, removal or termination of
office of any of the directors of either the Corporation or CHC or (c)
any change, which relates to the subject matter of the preceding
clauses (a) and (b), in the certificate of incorporation or the bylaws
of the Corporation or CHC or the Amended and Restated Certificate of
Designation.
Section 4.3 Quorum and Manner of Acting. A majority of the
Board of Directors (so long as such majority includes two (2) or more of the
directors elected by the holders of the shares of Preferred Stock of the
Corporation during such time that any shares of the Preferred Stock are
outstanding from and after a Triggering Event) shall be necessary to constitute
a quorum for the transaction of business at any meeting of the Board of
Directors. If a quorum shall fail to attend any meeting, the Chairman of the
meeting or a majority of the directors who are present at the meeting may
adjourn the meeting to another place and time.
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Section 4.4 Manner of Acting. The act of a majority of the
directors shall be the act of the Board of Directors, unless the act of a
greater number is required by law or these Bylaws.
Section 4.5 Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors may be filled by election at an annual meeting or at a
special meeting of stockholders called for that purpose. The Board of Directors
may appoint a director to fill a vacancy at any regular or special meeting of
the Board of Directors to hold office until a meeting of stockholders is held. A
director elected by the stockholders to fill a vacancy shall hold office for the
balance of the term for which he or she was elected.
Section 4.6 Removal of Directors. One or more of the directors
may be removed, with or without cause, at a meeting of stockholders, by the
affirmative vote of the holders of a majority of the outstanding stock then
entitled to vote at an election of directors. No director shall be removed at a
meeting of stockholders unless the notice of such meeting shall state that a
purpose of the meeting is to vote upon the removal of one or more directors
named in the notice. Only the named director or directors may be removed at such
meeting.
Section 4.7 Regular Meetings. Subject to Section 4.14, a
regular meeting of the Board of Directors shall be held without other notice
than this Bylaw, immediately after, and, at the same place as, the annual
meeting of stockholders. The Board of Directors may provide, by resolution, the
place, date and hour for the holding of additional regular meetings of the Board
of Directors, without other notice than such resolution.
Section 4.8 Special Meetings. Subject to Section 4.14, special
meetings of the Board of Directors may be called by or at the request of the
President or a majority of the directors.
Section 4.9 Notice. Notice of any special meeting shall be
given to each director at least ten (10) days prior to the meeting by written
notice directed to each director at his or her place of business. Such notice
shall be deemed to have been delivered when sent by registered mail, or by
confirmed telex or telecopy, to each director at his or her business address.
Neither the business to be transacted at, nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 4.10 Committees. A majority of the directors by
resolution may designate one or more committees, with any lawfully delegable
power and authority, and appoint members of the Board to serve on the committee
or committees. Each committee shall have one or more members, who serve at the
pleasure of the Board. Each Committee may determine the procedural rules for
meeting and conducting business and shall act in accord therewith, except as
otherwise provided herein or by law.
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Section 4.11 Consent in Lieu of Meeting. Subject to Section
4.14, any action required by the General Corporation law of the State of
Delaware to be taken at a meeting of the Board of Directors or any other action
which may be taken at a meeting of the Board or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all members of such committee, as the case may be,
entitled to vote with respect thereto.
Section 4.12 Meeting by Conference Telephone. Members of the
Board of Directors or any committee designated by such Board may participate in
and act at any meeting of the Board or committee by means of conference
telephone or other similar communication equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant hereto shall constitute presence in person at such meeting.
Section 4.13 Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.
Section 4.14. Special CHC Board Approval. Prior to the giving
of a notice for a Board of Directors meeting, or the distribution of a Board of
Directors written consent, of the Corporation, in which it would be proposed to
approve or be approved (a) any change in the identity of the members of the
Board of Directors of the Corporation or the rights of any stockholder, director
or other person to appoint or remove any of the members of the Board of
Directors of the Corporation, (b) the appointment, removal or termination of
office of any of the members of the Board of Directors of the Corporation, or
(c) any change, which relates to the subject matter of the preceding clauses (a)
and (b), in the certificate of incorporation or the bylaws of the Corporation or
the Amended and Restated Certificate of Designation, such Board of Directors
meeting or Board of Directors written consent, must be approved in writing by a
majority of the independent members of the board of directors of CHC prior to
the giving of a notice for such Board of Directors meeting or the distribution
of such Board of Directors written consent.
Section 4.15. Amended and Restated Certificate of Designation.
The Corporation filed a Certificate of Designation for Series A Preferred Stock
with the Delaware Secretary of State on December 29, 2000, which has been
amended by the Certificate of Amendment of Certificate of Designation filed with
the Delaware Secretary of State on December 31, 2001 (the "Amended and Restated
Certificate of Designation"). To the extent that these Bylaws conflict in any
manner with Section 5 of the Amended and Restated Certificate of Designation,
Section 5 of the Amended and Restated Certificate of Designation shall govern
and prevail.
ARTICLE 5
OFFICERS
Section 5.1 Number. The officers of the Corporation may be a
Chairman of the Board, President, one or more Vice Presidents, which may be
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a
Secretary, a Chief Financial Officer, a Treasurer, one or
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more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be elected in accordance with the provisions of this Article 5.
Section 5.2 Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders, unless the authority to elect any officers is delegated herein. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as reasonably practicable. Subject to the provisions
set forth in this Article 5, each officer shall hold office until the last to
occur of the next annual meeting of the Board of Directors or until his
successor is duly elected and has qualified. Election of an officer shall not,
of itself, create contract rights.
Section 5.3 Removal. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 5.4 Vacancies; New Offices. A vacancy occurring in any
office may be filled and new offices may be created and filled, at any time, by
the Board of Directors.
Section 5.5 Chairman of the Board. The Board of Directors may,
from time to time, appoint a Chairman, who shall preside at all meetings of the
stockholders and of the Board of Directors.
Section 5.6 President. The President shall be the chief
executive officer of the Corporation. He or she shall be in charge of the day to
day business and affairs of the Corporation, subject to the direction and
control of the Board of Directors. In the absence of the Chairman of the Board,
he or she shall preside at all meetings of the Board of Directors. He or she
shall have the power to appoint such agents and employees as in his or her
judgment may be necessary or proper for the transaction of the business of the
Corporation. He or she may sign, on behalf of the Corporation, stock
certificates, deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed. He or she may vote on behalf
of the Corporation, by proxy or otherwise, all securities which the Corporation
is entitled to vote, and, in general, shall perform all duties incident to the
office of President and such other duties as from time to time may be prescribed
by the Board of Directors. The President shall exercise the authority of the
Board of Directors to elect a Treasurer and one or more Vice Presidents, except
that the President shall not exercise the authority of the Board of Directors to
elect any Executive Vice President or Senior Vice President.
Section 5.7 Vice President(s). The Vice President, or in the
event more than one Vice President is elected, each of the Vice Presidents
(whether an Executive Vice President, Senior Vice President or Vice President),
shall assist the President in the discharge of his or her duties as the
President may direct, and shall perform such other duties as from time to time
may be assigned to him or her (or them) by the President or the Board of
Directors. In the absence of the President or in the event of his inability or
refusal to act, the President's duties shall be performed, and the President's
authority shall be exercised, by the following officers in the
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following order: Executive Vice President, if elected; Senior Vice President, if
elected; Vice President, if elected(or if more than one is elected, in the order
of their election).
Section 5.8 Chief Financial Officer. The Chief Financial
Officer shall have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name and to the credit of the Corporation in such depositaries as
may be designated by the Board of Directors; have charge of and be responsible
for the maintenance of adequate books of account for the Corporation; and, in
general perform all duties incident to the office of Chief Financial Officer and
such other duties not inconsistent with these Bylaws as from time to time may be
assigned to him by the President, or the Board of Directors. The Chief Financial
Officer shall exercise the authority of the Board of Directors to elect a
Treasurer.
Section 5.9 Treasurer. The Treasurer shall assist the Chief
Financial Officer in the discharge of his or her duties as the Chief Financial
Officer may direct, and shall perform such other duties as from time to time may
be assigned to him or her by the Chief Financial Officer, President or the Board
of Directors. In the absence of the Chief Financial Officer, or in the event of
his inability or refusal to act, the Treasurer shall perform the duties and
exercise the authority of the Chief Financial Officer.
Section 5.10 Secretary. The Secretary shall keep the minutes
of the stockholders' and the Board of Directors' meetings; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the corporate records and for the seal of the
Corporation; keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; sign with the
President, or other authorized officer, stock certificates of the Corporation,
the issuance of which shall have been authorized by resolution of the Board of
Directors, and any contracts, deeds, mortgages, bonds or other instruments which
the Board of Directors has authorized to be executed, according to the
requirements of the form of the instrument; have general charge of the stock
transfer books of the Corporation; and, in general perform all duties incident
to the office of Secretary and such other duties not inconsistent with these
Bylaws as from time to time may be assigned to him or her by the President or
the Board of Directors.
Section 5.11 Assistant Treasurers and Assistant Secretaries.
The Board of Directors may elect one or more Assistant Treasurers and Assistant
Secretaries. In the absence of the Treasurer or Chief Financial Officer, or in
the event of his inability or refusal to act, the Assistant Treasurer(s), in the
order of their election, shall perform the duties and exercise the authority of
the Treasurer or Chief Financial Officer. In the absence of the Secretary, or in
the event of his inability or refusal to act, the Assistant Secretary(ies), in
the order of their election, shall perform the duties and exercise the authority
of the Secretary. The Assistant Treasurer(s) shall respectively, if required by
the Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The
Assistant Treasurer(s) and Assistant Secretary(ies), in general, shall perform
such other duties not inconsistent with these Bylaws as shall be assigned to
them by the Treasurer (or Chief Financial Officer) or the Secretary,
respectively, or by the President or the Board of Directors.
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Section 5.12 Compensation. The compensation of the officers
shall be fixed from time to time by the Board of Directors. No officers shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the Corporation. All compensation shall be reasonable and solely
for services rendered to the Corporation.
ARTICLE 6
FISCAL MATTERS
Section 6.1 Fiscal Year. The fiscal year of the Corporation
shall end on December 31st or on such other date as may be fixed by resolution
of the Board of Directors.
Section 6.2 Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
Section 6.3 Loans and Indebtedness. No loans shall be
contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 6.4 Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation as the Board of Directors shall from time to
time designate.
Section 6.5 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other deposits as the Board of
Directors may select.
ARTICLE 7
GENERAL
Section 7.1 Dividends and Distributions. The Board of
Directors, may from time to time declare or otherwise authorize and the
Corporation may pay, dividends or other distributions on its outstanding stock
in the manner and upon the terms, conditions and limitations provided by law or
the Certificate of Incorporation.
Section 7.2 Corporate Seal. The Board of Directors may provide
a corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
Section 7.3 Headings. Article or section headings are inserted
herein only for convenience of reference and shall not be considered in the
construction of any provision hereof.
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Section 7.4 Amendment. These Bylaws may be amended, suspended
or repealed in a manner consistent with law at any regular or special meeting of
the Board of Directors by vote of a majority of the entire Board or at any
stockholders meeting called and maintained in accordance herewith. Such
amendment, suspension or repeal may evidence by resolution or otherwise as the
Board may deem appropriate.
Section 7.5 Reliance upon Books, Reports and Records. Each
director, each member of any committee designated by the Board of Directors, and
each officer of the corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account, information,
statements or other records of the corporation, including reports made to the
corporation by any of its directors, officers, employees or counsel, by an
independent certified public accountant, or by an appraiser selected with
reasonable care. An action shall not be considered taken in good faith if the
director, committee member or officer has knowledge concerning the matter in
question that would cause his reliance to be unwarranted.
ARTICLE 8
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 8.1 Right to Indemnification. Each person who was or
is a party or is threatened to be made a party to or is involved (as a party,
witness, or otherwise), in any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation or
of a partnership, joint venture, trust, or other enterprise, including service
with respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent (hereafter an "Agent"), shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended or interpreted (but, in the
case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the Corporation to provide broader
indemnification rights than were permitted prior thereto) against all expenses,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Agent as a result of the actual or deemed
receipt of any payments under this Article 8) reasonably incurred or suffered by
such person in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding (hereinafter "Expenses"); provided, however, that, except as
provided in Section 8.3 of this Article 8, the Corporation shall indemnify any
such Agent seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Corporation's Board of Directors. The right to indemnification
conferred in this Article 8 shall be a contract right.
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Section 8.2 Authority to Advance Expenses. Expenses incurred
by an officer or director in defending a Proceeding (whether the basis of the
Proceeding is an alleged action in an official capacity or in any other capacity
while serving as a director or officer, including, without limitation, service
to an employee benefit plan) shall be paid by the Corporation `in advance of the
final disposition of such Proceeding, provided, however, that such Expenses
incurred by a director or officer in his capacity as a director or officer shall
be advanced only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article 8 or otherwise. Expenses incurred by other Agents of
the Corporation may be advanced upon such terms and conditions as the Board of
Directors deems appropriate. Any obligation to reimburse the Corporation for
Expense advances shall be unsecured and no interest shall be charged thereon.
Section 8.3 Right of Claimant to Bring Suit. If a claim under
Section 8.1 or 8.2 of this Article 8 is not paid in full by the Corporation
within ninety (90) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. The burden of proof of
such proceeding shall be on the claimant to establish that such claimant is
entitled to be indemnified under this Article 8. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption. that claimant has not met the applicable standard of conduct.
Section 8.4 Provisions Nonexclusive. The rights conferred on
any person by this Article 8 shall not be exclusive of any other rights that
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in an official capacity and as to
action in another capacity while holding, such office. To the extent that any
provision of the Certificate of Incorporation, agreement, or vote of the
stockholders or disinterested directors is inconsistent with these bylaws, the
provision, agreement, or vote shall take precedence.
Section 8.5 Authority to Insure. The Corporation may purchase
and maintain insurance to protect itself and any Agent against any Expense,
whether or not the Corporation would have the power to indemnify the Agent
against such Expense under applicable law or the provisions of this Article 8.
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Section 8.6 Survival of Rights. The rights provided by this
Article 8 shall continue as to a person who has ceased to be an Agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 8.7 Settlement of Claims. The Corporation shall not be
liable to indemnify any Agent under this Article 8 (a) for any amounts paid in
settlement of any action or claim effected without the Corporation's written
consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award if the Corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action.
Section 8.8 Effect of Amendment. Any amendment, repeal, or
modification of this Article 8 shall not adversely affect any right or
protection of any Agent existing at the time of such amendment, repeal, or
modification. This Section 8.8 shall not be altered, amended or repealed in any
respect, nor may any provision inconsistent therewith be adopted, unless such
alteration, amendment, repeal or adoption is made in accordance with Article 11
hereof.
Section 8.9 Subrogation. In the event of payment under this
Article 8, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the Agent, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Corporation
effectively to bring suit to enforce such rights.
Section 8.10 No Duplication of Payments. The Corporation shall
not be liable under this Article 8 to make any payment in connection with any
claim made against the Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement, vote, or otherwise) of
the amounts otherwise indemnifiable hereunder.
ARTICLE 9
NOTICES
Section 9.1 Notices. Except as otherwise specifically provided
herein or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent, shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, by sending such notice by
Federal Express or similar overnight courier, by sending such notice by prepaid
telegram or mailgram or by sending such notice by telecopy or similar facsimile
transmission. Any such notice shall be addressed to such stockholder, director,
officer, employee, or agent at his or her last known address as the same appears
on the books of the corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails, by overnight courier,
by telegram or mailgram, or by telecopy or similar facsimile shall be the time
of the giving of the notice.
Section 9.2 Waiver of Notice. Whenever any notice whatever is
required to be given by law, the Certificate of Incorporation or under the
provisions of these Bylaws, a written waiver thereof, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance at
a meeting, whether of directors, stockholders or any other kind, by the person
or persons entitled to
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such notice shall constitute waiver thereof, except when the person attends the
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
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Exhibit B
Amended and Restated Certificate of Designation
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED STOCK
AND QUALIFICATIONS, LIMITATIONS AND
RESTRICTIONS THEREOF
OF
CORAM, INC.
THIS AMENDED CERTIFICATE OF DESIGNATION (this "Certificate"),
dated December 31, 2001, is being duly executed and filed to amend the
Certificate of Designation of Coram, Inc., a Delaware corporation (the
"Company"), for the Series A Preferred Stock under Section 242 of the General
Corporation Law of the State of Delaware.
THE UNDERSIGNED, being duly authorized to execute and file
this Certificate does hereby certify as follows:
1. The original Certificate of Designation of the Company for
the Series A Preferred Stock was filed on December 29, 2000.
2. This Certificate is being adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
3. The original Certificate of Designation of the Company for
the Series A Preferred Stock is hereby amended in its entirety to read as
follows:
Coram, Inc. (the "Company"), a corporation organized and
existing under the laws of the State of Delaware, hereby certifies that pursuant
to the provisions of Section 242 of the Delaware General Corporation Law (the
"DGCL"), its Board of Directors, by unanimous written consent, dated December
31, 2001 adopted the following resolution, which resolution remains in full
force and effect as of the date hereof:
WHEREAS, pursuant to the authority vested in the Board by the
DGCL and in accordance with the provisions of its amended and restated
Certificate of Incorporation, as filed with the Delaware Secretary of
State on December 29, 2000 (the "Certificate of Incorporation"), the
Board created a series of preferred stock designated as "Series A
Preferred Stock" and fixed the relative rights, preferences, powers,
qualifications, limitations and restrictions of such series in a
Certificate of Designation, as filed with the Delaware Secretary of
State on December 29, 2000 (the "Certificate of Designation"); and
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WHEREAS, the Board designated 1125 shares of Series A
Preferred Stock pursuant to the Certificate of Designation; and
WHEREAS, in order to maintain compliance with Xxxxx II in
2000, Coram entered into an Exchange Agreement, dated as of December
29, 2000, with Cerberus Partners. L.P., Foothill Capital Corporation,
and Xxxxxxx Xxxxx Credit Partners L.P. (the "Noteholders"), pursuant to
which the Noteholders exchanged certain indebtedness under the Series A
Notes and the Series B Notes for their pro rata share of 905 shares of
Series A Preferred Stock ("December 2000 Exchange Agreement"); and
WHEREAS, the Board deems it to be in the best interests of the
Company, its creditors, stockholders, employees and other interested
parties, to enter into an additional Exchange Agreement, pursuant to
which the Noteholders will exchange additional indebtedness under the
Series A Notes and the Series B Notes for their pro rata share of up to
an additional 1375 shares of Series A Preferred Stock (the "December
2001 Exchange Agreement"); and
WHEREAS, in furtherance of the consummation of the December
2001 Exchange Agreement, the Board deems it to be in the best interests
of the Company and its creditors, stockholders, employees and other
interested parties, to amend the Certificate of Designation in the
particulars as set forth in the Certificate of Amendment of the
Certificate of Designation of the Company attached hereto as Exhibit A
(the "Amended Certificate of Designation"); and
WHEREAS, in accordance with Sections 242 of the DGCL, the
Board of Directors, declaring such Amended Certificate of Designation
advisable, directs that such Amended Certificate of Designation be
submitted to the Company's sole voting stockholder for consideration.
NOW, THEREFORE, BE IT
RESOLVED, that by the authority vested in the Board pursuant
to Section 242 of the DGCL and in accordance with the provisions of the
Company's Certificate of Incorporation, the Board hereby authorizes and
approves the Amended Certificate of Designation; and
FURTHER RESOLVED, the Company's officers be, and they hereby
are, authorized, empowered and directed to make, execute, deliver and
file the Amended Certificate of Designation and any other necessary
agreements, documents, instruments, certificates, authorizations and
other papers in the name of, for and on behalf of the Company or
otherwise, as they shall deem necessary, advisable, appropriate or
expedient and to do all
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such acts and things and take such actions as shall be necessary or
advisable to consummate the transactions authorized herein and
otherwise to carry out the purpose and intent of the foregoing
resolutions or actions contemplated thereby; and
FURTHER RESOLVED, that any and all past actions heretofore
taken by the Company's officers and directors in the name of and on
behalf of the Company in furtherance of any or all of the foregoing
resolutions or actions contemplated thereby be, and the same hereby
are, ratified, confirmed and approved.
4. The Amended Certificate of Designation was duly adopted by
the sole voting stockholder of the Company by unanimous written consent dated
December 31, 2001 in accordance with Section 242 of the DGCL.
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IN WITNESS WHEREOF, Coram, Inc. has caused this Certificate to
be signed by an appropriate officer on this 31st day of December, 2001.
By: /s/ XXXXX XXXXXX
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Chief Financial Officer
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EXHIBIT A
TERMS, PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES A PREFERRED STOCK
OF
CORAM, INC.
The relative rights, preferences, powers, qualifications,
limitations and restrictions granted to or imposed upon the Series A Preferred
Stock or the holders thereof are as follows:
1. Definitions. For purposes of this Designation, the
following definitions shall apply:
"Appraised Value" shall mean, in respect of any share of
Common Stock on any date herein specified, the fair market value of such share
of Common Stock (determined without giving effect to the discount for (i) a
minority interest or (ii) any lack of liquidity of the Common Stock or to the
fact that Company may have no class of equity registered under the Exchange Act)
as of the last day of the most recent fiscal month to end within 60 days prior
to such date specified, based on the fair market value of the Company (the
"Company Value"), as determined by a nationally reputable appraisal firm or
investment banking firm selected by the Company and the holders of the Common
Stock (the "Company's Investment Banking Firm"), divided by the number of Fully
Diluted Outstanding shares of Common Stock.
(i) The Required Holders shall have a period of 15 days after
delivery of the Appraised Value to present in writing to the Company's
Investment Bank (with a copy to the Company and the holders of the
Common Stock) any objections the Required Holders may have to any of
the matters set forth therein, which objections shall be set forth in
reasonable detail. If no objections are raised within such 15-day
period, the Company Value shall be deemed accepted and approved by the
Required Holders, on the one hand, and by the Company and the holders
of the Common Stock, on the other hand.
(ii) If the Required Holders shall raise any objections within
such 15-day period, a nationally reputable appraisal firm or investment
banking firm selected by the Required Holders (the "Required Holders'
Investment Banking Firm") and the Company's Investment Banking Firm
shall attempt to resolve the matter or matters in dispute and, if
resolved, such firms shall send a joint notice to the Company, the
holders of the Common Stock and the Required Holders, stating the
manner in which the dispute was resolved, whereupon the confirmed or
revised Company Value shall be final and binding on such parties.
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(iii) If such dispute cannot be resolved by the Company and
the holders of the Common Stock, on the one hand, and the Required
Holders, on the other hand, nor by such Investment Banking Firms within
30 days after the date of the delivery of the objection by Required
Holders, then the specific matters in dispute shall be submitted to a
nationally reputable appraisal firm or investment banking firm mutually
selected by the Company's Investment Banking Firm and the Required
Holders' Investment Banking Firm (the "Mutual Investment Banking
Firm"), which Mutual Investment Banking Firm shall make a final and
binding determination as to such matter or matters. The Mutual
Investment Banking Firm shall send its written determination to the
Company, the holders of the Common Stock, the Required Holders, the
Company's Investment Banking Firm and the Required Holders' Investment
Banking Firm. The Company's Investment Banking Firm shall then send to
the Company, the holders of the Common Stock and the Required Holders a
confirmation of the Company Value, as determined by the Mutual
Investment Banking Firm, and the Required Holders' Investment Banking
Firm shall send a letter to the Company, the holders of the Common
Stock and the Required Holders confirming that such confirmed or
revised Company Value is in accordance with such determination,
whereupon the confirmed or revised Company Value shall be binding on
such parties.
(iv) The parties hereto shall cooperate with each other and
each other's authorized representatives and with Mutual Investment
Banking Firm in order that any and all matters in dispute shall be
resolved as soon as practicable and that a final determination of the
Company Value and the Appraised Value shall be made.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean any day other than a Saturday,
Sunday, or a day on which banking institutions are authorized or obligated by
law or executive order to close in the State of New York.
"Common Stock" shall mean the Common Stock, $1.00 par value
per share, of the Company.
"Company" shall mean Coram, Inc., a Delaware corporation.
"December 2000 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 29, 2000, by and among the Company and the
Persons named therein, as may be amended from time to time, a copy of which is
on file at the principal office of the Company.
"December 2001 Exchange Agreement" shall mean the Exchange
Agreement, dated as of December 31, 2001, by and among the Company and the
Persons named therein, as it may be amended from time to time, a copy of which
is on file at the principal office of the Company.
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"Dividend Rate" shall mean a cumulative compound annual rate
of 15%, calculated on a 360 day per year basis, based on the actual number of
days elapsed.
"Event of Default" shall have the meaning assigned to it in
the Exchange Agreements.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar Federal statute, and the rules and regulations of the
Securities and Exchange Commission thereunder, all as the same shall be in
effect at the time. Reference to a particular section of the Securities Exchange
Act of 1934, as amended, shall include reference to the comparable section, if
any, of any such similar Federal statute.
"Exchange Agreements" shall mean the December 2000 Exchange
Agreement and the December 2001 Exchange Agreement.
"Fully Diluted Outstanding" shall mean, with reference to
Common Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding at such date and all shares
of Common Stock issuable upon the exercise or conversion of options or warrants
to purchase, or securities convertible into, shares of Common Stock outstanding
on such date which would be deemed outstanding in accordance with GAAP for
purposes of determining book value or net income per share (other than shares of
Common Stock issuable by the Company as a dividend, prior to such issuance).
"GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time.
"Liquidation Preference" shall mean $120,802 per share.
"Noteholders" shall have the meaning assigned to it in the
Exchange Agreements.
"Organic Change" shall mean (A) any sale, lease, exchange or
other transfer of more than 50% of the property and assets of the Company, (B)
any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, (C) any merger or consolidation to which the Company is a party and
which the holders of the voting securities of the Company immediately prior
thereto own less than a majority of the outstanding voting securities of the
surviving entity immediately following such transaction, or (D) any Person or
group of Persons (as such term is used in Section 13(d) of the Exchange Act),
other than the Noteholders, shall beneficially own (as defined in Rule 13d-3
under the Exchange Act) securities of the Company representing 50% or more of
the voting securities of the Company then outstanding. For purposes of the
preceding sentence, "voting securities" shall mean securities, the holders
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of which are ordinarily, in the absence of contingencies, entitled to elect the
corporate directors (or Persons performing similar functions).
"Original Issue Date" shall mean the date of the original
issuance of shares of Preferred Stock.
"Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.
"Preferred Stock" shall refer to shares of Series A Preferred
Stock, $0.001 par value per share, of the Company.
"Redemption Date" shall mean the date on which any shares of
Preferred Stock are redeemed by the Company.
"Redemption Price" has the meaning set forth in Section
6(a)(i) of this Certificate of Designation.
"Required Holders" shall mean the holders of all of the
outstanding shares of Preferred Stock. Subsidiary" of any Person means any
corporation or other entity of which a majority of the voting power or the
voting equity securities or equity interest is owned, directly or indirectly, by
such Person.
"Trading Day" shall mean a Business Day or, if the Common
Stock is listed or admitted to trading on any national securities exchange or
Nasdaq market, a day on which such exchange or market is open for the
transaction of business.
"Vote Multiple" has the meaning set forth in Section 5(a) of
this Certificate of Designation.
2. Designation; Number of Shares. The designation of the
preferred stock authorized by this resolution shall be "Series A Preferred
Stock" and the number of shares of Series A Preferred Stock designated hereby
shall be 2500 shares.
3. Dividends.
(a) So long as any shares of Preferred Stock shall be
outstanding, the holders of such Preferred Stock shall be entitled to receive
out of any funds legally available therefor, preferential dividends at the
Dividend Rate on the Liquidation Preference hereunder, payable quarterly on the
last Business Day of each calendar quarter. Such dividends shall be cumulative
and begin to accrue from the Original Issue Date, whether or not declared and
whether or not there shall be net profits or net assets of the Company legally
available for the payment of those dividends.
(b) The dividend will be payable (i) prior to the effective
date of a Chapter 11 plan of reorganization with respect to the Company, in the
form of additional shares of Preferred Stock having a Liquidation Preference
equal to such dividend amount, or (ii)
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following the effective date of a Chapter 11 plan of reorganization with respect
to the Company and at the Company's election, in cash or in shares of Common
Stock having an Appraised Value equal to such cash dividend payment.
(c) So long as any shares of Preferred Stock shall be
outstanding, (i) no dividend whatsoever shall be paid or declared, and no
distribution shall be made, on account of any Common Stock until all dividends
in respect of the Preferred Stock for all past and current dividend periods have
been paid and all amounts in respect of the redemption of Preferred Stock
pursuant to Section 6 have been paid, and (ii) no shares of Common Stock shall
be purchased, redeemed or acquired by the Company and no funds shall be paid
into or set aside or made available for a sinking fund for the purchase,
redemption or acquisition thereof until all dividends in respect of the
Preferred Stock for all past and current dividend periods have been paid and all
amounts in respect of the redemption of Preferred Stock pursuant to Section 6
have been paid.
(d) Notwithstanding anything to the contrary contained herein,
if, on any date, an Event of Default shall have occurred and be continuing,
whether or not by reason of the absence of legally available funds therefor,
then the Dividend Rate on the shares of Preferred Stock shall be increased to a
compound annual rate of 16%, for as long as such Event of Default is continuing.
4. Liquidation Rights of Preferred Stock.
(a) In the event of any sale, liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
Preferred Stock then outstanding shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders, whether such
assets are capital, surplus or earnings, before any payment or declaration and
setting apart for payment of any amount shall be made in respect of any shares
of Common Stock or any share of any other class or series of the Company's
preferred stock ranking junior to the Preferred Stock with respect to the
payment of dividends or distribution of assets on the sale, liquidation,
dissolution or winding up of the Company, an amount equal to the Liquidation
Preference plus all declared or accrued and unpaid dividends in respect of any
sale, liquidation, dissolution or winding up consummated.
(b) If upon any sale, liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the assets to be distributed
among the holders of Preferred Stock shall be insufficient to permit the payment
to such stockholders of the full preferential amounts aforesaid, then the entire
assets of the Company to be distributed shall be distributed ratably among the
holders of Preferred Stock, based on the full preferential amounts for the
number of shares of Preferred Stock held by each holder.
(c) After payment to the holders of Preferred Stock of the
amounts set forth in Section 4(a), the entire remaining assets and funds of the
Company legally available for distribution, if any, shall be distributed among
the holders of any preferred
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stock of the Company entitled to a preference over the Common Stock in
accordance with the terms thereof and, thereafter, to the holders of Common
Stock and Preferred Stock, in proportion to their ownership of such shares.
5. Voting Rights. In addition to any voting rights provided by
law, the holders of shares of Preferred Stock shall have the following voting
rights:
(a) Subject to the provisions for dilution hereinafter set
forth, so long as any of the Preferred Stock is outstanding, each share of
Preferred Stock shall entitle the holder thereof to vote on all matters voted on
by the holders of Common Stock, voting together as a single class with other
shares entitled to vote at all meetings of the stockholders of the Company. The
number of votes which a holder of Preferred Stock is entitled to cast, as the
same may be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the "Vote Multiple," which, as of the Original Issue Date, will
be equal to one per each share of Preferred Stock. In the event the Corporation
shall at any time after Original Issue Date declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or split
or a combination, consolidation or reverse split of the outstanding shares of
Common Stock into a greater or lesser number of shares of Common Stock, or issue
additional shares of Common Stock at a purchase price which is less than the
Appraised Value of such shares on the date of issuance, then in each such case
the Vote Multiple thereafter applicable to the determination of the number of
votes per share to which holders of shares of Preferred Stock shall be entitled
after such event shall be the Vote Multiple immediately prior to such event
multiplied by a fraction the numerator of which is the number of shares of
Common Stock and Preferred Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock and Preferred
Stock that were outstanding immediately prior to such event.
(b) The unanimous affirmative vote of all of the shares of
Preferred Stock, voting together as a class, in person or by proxy, at a special
or annual meeting of stockholders called for the purpose, or pursuant to a
written consent of stockholders shall be necessary to:
(i) authorize, adopt or approve an amendment to the
Certificate of Incorporation or By-laws of the Company, including,
without limitation, (A) to increase the size of the Board, (B) reduce
the stated value or Liquidation Preference of, or Dividend Rate on, the
Preferred Stock, (C) change the place or currency of payment of stated
value or Liquidation Preference of, or Dividend Rate on, the Preferred
Stock (D) impair the right to institute suit for the enforcement of any
payment on or with respect to the Preferred Stock, or (E) reduce the
percentage of outstanding shares of Preferred Stock necessary to modify
or amend the terms hereof or to grant waivers;
(ii) issue any shares of the capital stock of the Company
ranking senior to, or pari passu with (either as to dividends or upon
voluntary or involuntary liquidation, dissolution or winding up) the
Preferred Stock, or issue any securities
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convertible into or exchangeable for such shares, except shares of
Common Stock; or
(iii) take any action which would result in an Organic Change.
(c) The holders of shares of Preferred Stock shall have, in
addition to the other voting rights set forth herein, the exclusive right,
voting separately as a single class, to elect four directors of the Company;
provided, however, that if the holders of shares of Preferred Stock do not elect
any directors to the Board of Directors, then each holder shall have the right
to appoint an observer to the Board of Directors.
(d) If, on any date, an Event of Default shall have occurred
and be continuing, whether or not by reason of the absence of legally available
funds therefor, then the holders of shares of Preferred Stock shall have, in
addition to their other voting rights set forth herein, the exclusive right,
voting separately as a single class, to elect two additional directors of the
Company in accordance with this Section 5.
(e) The foregoing rights of holders of shares of Preferred
Stock to take any actions as provided in this Section 5 may be exercised at any
annual meeting of stockholders or at a special meeting of stockholders held for
such purpose as hereinafter provided or at any adjournment thereof or pursuant
to any written consent of stockholders.
(i) If (A) the annual meeting of stockholders of the Company
is not, for any reason, held within the time fixed in the by-laws of
the Company, or (B) vacancies shall exist in the offices of directors
elected by the holders of Preferred Stock, or (C) the holders of the
Preferred Stock have the right to elect additional directors pursuant
to Section 5(d) above, a proper officer of the Company, upon the
written request of the holders of record of at least ten percent (10%)
of the shares of Preferred Stock then outstanding, addressed to the
Secretary of the Company, shall call a special meeting in lieu of the
annual meeting of stockholders or a special meeting of the holders of
Preferred Stock, for the purpose of electing or, if necessary, removing
directors. Any such meeting shall be held at the earliest practicable
date at the place for the holding of the annual meetings of
stockholders. If such meeting shall not be called by the proper officer
of the Company within twenty (20) days after personal service of said
written request upon the Secretary of the Company, or within twenty
(20) days after mailing the same within the United States by certified
mail, addressed to the Secretary of the Company at its principal
executive offices, then the holders of record of at least ten percent
(10%) of the outstanding shares of Preferred Stock may designate in
writing one of their member to call such meeting at the expense of the
Company, and such meeting may be called by the person so designated
upon the notice required for the annual meetings of stockholders of the
Company and shall be held at the place for holding the annual meetings
of stockholders. Any holder of Preferred Stock so designated shall have
access to the lists of stockholders to be called pursuant to the
provisions hereof.
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(f) Any vacancy occurring in the office of director elected by
the holders of Preferred Stock or any additional director to be elected pursuant
to Section 5(d) above may be filled by the remaining director(s) elected by the
holders of Preferred Stock unless and until such vacancy shall be filled by the
holders of Preferred Stock. The term of office of the directors elected by the
holders of Preferred Stock shall terminate upon the election of their successors
at any meeting of the holders of the shares of Preferred Stock held for the
purpose of electing directors.
(g) The directors elected by the holders of shares of
Preferred Stock voting separately as a single class may be removed from office
with or without cause by the vote of the holders of at least a majority of the
outstanding shares of Preferred Stock. A special meeting of the holders of
shares of Preferred Stock may be called in accordance with the procedures set
forth in Section 5(e) above.
6. Redemption of Preferred Stock.
(a) The Company may, at any time, redeem, and the holders of
the outstanding Preferred Stock shall sell to the Company, at the redemption
price equal to the sum of the Liquidation Preference per share plus an amount
equal to all accrued and unpaid dividends per share (the "Redemption Price"),
all or a portion of the outstanding Preferred Stock.
(b) (i) At least thirty (30) days prior to the date fixed for
the redemption of the Preferred Stock, written notice (the "Redemption Notice")
shall be mailed, postage prepaid, to each holder of record of the Preferred
Stock at its post office address last shown on the records of the Company. The
Redemption Notice shall state:
(1) the number of shares of Preferred Stock held by
the holder that the Company intends to redeem;
(2) the date fixed for redemption and the Redemption
Price; and
(3) that the holder is to surrender to the Company,
in the manner and at the place designated, its certificate or certificates
representing the shares of Preferred Stock to be redeemed.
(ii) On or before the Redemption Date, each holder of
Preferred Stock shall surrender the certificate or certificates
representing such shares of Preferred Stock to the Company, in the
manner and at the place designated in the Redemption Notice, and
thereupon the Redemption Price for such shares shall be payable in cash
on the Redemption Date to the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled and retired. In the event that less than
all of the shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the unredeemed shares.
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(c) Dividends on the Preferred Stock called for redemption
shall cease to accumulate on the Redemption Date, and the holders of such shares
redeemed shall cease to have any further rights with respect thereto on the
Redemption Date.
(d) If, at the time of any redemption pursuant to this Section
6, the funds of the Company legally available for redemption of Preferred Stock
are insufficient to redeem the number of shares required to be redeemed, those
funds which are legally available shall be used to redeem the maximum possible
number of such shares, pro rata based upon the number of shares to be redeemed.
At any time thereafter when additional funds of the Company become legally
available for the redemption of Preferred Stock, such funds shall immediately be
used to redeem the balance of the shares of Preferred Stock which the Company
has become obligated to redeem pursuant to this subparagraph, but which it has
not redeemed.
(e) The Company may not otherwise redeem or repurchase the
Preferred Stock.
7. Certain Covenants. Any registered holder of Preferred Stock
may proceed to protect and enforce its rights and the rights of such holders by
any available remedy by proceeding at law or in equity to protect and enforce
any such rights, whether for the specific enforcement of any provision in this
Certificate of Designation or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.
8. No Reissuance of Preferred Stock. No Preferred Stock
acquired by the Company by reason of redemption, purchase, or otherwise shall be
reissued, and all such shares shall be cancelled, retired and eliminated from
the shares which the Company shall be authorized to issue.
9. Notices. All notices to the Company permitted hereunder
shall be personally delivered or sent by first class mail, postage prepaid,
addressed to its principal office located at 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx,
XX 00000 or to such other address at which its principal office is located and
as to which notice thereof is similarly given to the holders of the Preferred
Stock at their addresses appearing on the books of the Company.
B-13
Exhibit C
Opinion of Xxxx Xxxxx LLP
[XXXX XXXXX LETTERHEAD]
December 31, 2001
Xxxxxxx Xxxxx Credit Partners L.P.
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Foothill Capital Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Cerberus Partners L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Coram, Inc.
Ladies and Gentlemen:
We have acted as counsel for Coram, Inc., a Delaware corporation (the
"Company"), in connection with the transactions contemplated by the Exchange
Agreement, dated as of December 31, 2001 (the "Exchange Agreement"), by and
among the Company, Xxxxxxx Xxxxx Credit Partners L.P., a Bermuda limited
partnership ("Goldman"), Foothill Capital Corporation, a California corporation
("Foothill"), and Cerberus Partners L.P., a New York limited partnership
("Cerberus") (each of Goldman, Foothill and Cerberus a "Holder" and,
collectively, the "Holders").
Capitalized terms used but not defined herein shall have, unless the context
otherwise requires, the respective meanings assigned to them in the Exchange
Agreement.
For purposes of this opinion, we have examined, among other things, the
following documents, each dated as of the date hereof, unless otherwise
specified:
(i) executed counterparts of the Exchange Agreement;
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December 31, 2001 XXXX XXXXX LLP
Page 2
(ii) the Certificate of Amendment of Certificate of Designation of the
Company filed with the Secretary of State of the State of Delaware on December
31, 2001;
(iii) executed counterparts of the Stockholder Agreement, dated as of
December 29, 2000, by and among the Company and Foothill, Cerberus and Xxxxxxx
Xxxxx & Co., a New York limited partnership, and of Amendment No. 1 thereto,
dated as of December 31, 2001 (such Stockholder Agreement, as so amended, the
"Stockholder Agreement");
(iv) executed counterparts of the Amendment No. 5 to the Securities
Exchange Agreement, dated as of December 31, 2001, by and among the Company,
Coram Healthcare Corporation and the Holders; and
(v) executed counterparts of the Amended and Restated Series A Senior
Subordinated Notes and the Amended and Restated Series B Senior Subordinated
Convertible Notes, dated as of December 31, 2001 (collectively, the "December
2001 Notes"), in favor of the Holders; and
(vi) copies certified as true and correct by an officer of the Company
of the Certificate of Amendment and Restatement of Certificate of Incorporation
and the bylaws of the Company, as amended as of the date hereof (collectively,
the "Charter Documents");
(vii) certificate of the Secretary of State of the State of Delaware
attesting to, as of December 5, 2001, the legal existence and the good standing
of the Company in the State of Delaware (the "Certificate");
(viii) the Order, dated December 27, 2001, entered by the United States
Bankruptcy Court for the District of Delaware;
(ix) copies certified as true and correct by an officer of the Company
of resolutions by unanimous written consent of (a) the sole voting stockholder
of the Company, dated December 31, 2001, (b) the Board of Directors of the sole
voting stockholder of the Company, dated December 31, 2001, and (c) the Board of
Directors of the Company, dated December 31, 2001, in each case relating to the
issuance of the December 2001 Preferred Stock and related matters.
The documents, agreements and instruments referred to in paragraphs (i) through
(iii) above are referred to herein as the "Transaction Documents."
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December 31, 2001 XXXX XXXXX LLP
Page 3
In making such examination and in rendering the opinions set forth below, we
have assumed the genuineness of all signatures (other than those of the
Company), the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostat copies and the authenticity of the originals of such latter
documents.
We have assumed that each of the parties to the Transaction Documents (other
than the Company) has the power and authority and has taken the action necessary
to authorize the execution and delivery of, and the performance of its
obligations under, the Transaction Documents to which it is a party, that such
Transaction Documents have been validly executed and delivered by each such
party and are binding thereon, that no consent, approval, authorization,
declaration or filing by or with any governmental commission, board or agency,
which has not been obtained or made, is required for the valid execution or
delivery by such party of, or the performance of its obligations under, the
Transaction Documents.
As to matters of fact that have not been independently established, we have
relied with your permission upon the representations and warranties made by the
Company in the Transaction Documents and in certificates of public officials and
of officers of the Company, and we have assumed that such representations and
warranties and certificates are accurate, complete and valid as of the date
hereof.
We have assumed with your permission that (i) the State of New York is the
principal place of business of each of Goldman and Cerberus, and (ii) the State
of California is the principal place of business of Foothill.
The law covered by the opinions expressed herein is limited to the law of the
State of New York, and the Federal law of the United States, and, in respect of
the opinions set forth in paragraphs 1 through 5 below, the General Corporation
Law of the State of Delaware, and, in respect of the opinion in the last
sentence of paragraph 2 below as it concerns the enforceability against the
Company of the Stockholder Agreement, the law of the State of Delaware.
Based upon the foregoing, and subject to the exceptions, qualifications,
limitations, assumptions and reliances stated herein, it is our opinion that:
1. Based solely on the Certificate, the Company is validly existing as
a corporation in good standing under the laws of the State of Delaware.
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December 31, 2001 XXXX XXXXX LLP
Page 4
2. The Company has the corporate power and authority to (a) execute and
deliver, and perform its obligations under, the Transaction Documents, and (b)
execute and deliver the December 2001 Notes in substitution for the December
2000 Notes in connection therewith. The execution and delivery by the Company
of, and performance by the Company of its obligations under, the Transaction
Documents have been duly authorized by all necessary corporate action on the
part of the Company. The substitution of the December 2001 Notes for the
December 2000 Notes has been duly authorized by all necessary corporate action
on the part of the Company. Each of the Transaction Documents and the December
2001 Notes has been duly executed and delivered by the Company. Each of the
Transaction Documents constitutes the Company's legal, valid and binding
obligation enforceable against the Company in accordance with its terms.
3. The execution and delivery by the Company of, and performance by the
Company of its obligations under, the Transaction Documents do not (a) violate
any provision of the Charter Documents or (b) violate any statute, rule or
regulation of any governmental authority of the United States or the State of
New York, or any provision of the General Corporation Law of the State of
Delaware, known to us to which the Company is subject.
4. The issuance, sale and delivery by the Company of the December 2001
Preferred Stock have been duly authorized by all requisite corporate action by
the Company and, when sold and delivered in the manner contemplated by the
Exchange Agreement, will be duly and validly issued and outstanding, fully paid
and non-assessable and free of any adverse claims, limitations on voting rights,
options and other encumbrances, other than as specified in the Transaction
Documents.
5. No authorization, approval, or other action by, and no notice to or
filing with, any governmental authority, which has not been obtained or made, is
required for the execution and delivery by the Company of, and performance by
the Company of its obligations under, the Transaction Documents (except for
notice filings that may be required by applicable state "blue sky" laws and
Federal securities laws).
6. Based upon the representations and warranties of the Company and the
Holders in the Transaction Documents with respect to factual matters, it is not
necessary in connection with the offer, sale and delivery of the December 2001
Preferred Stock to the Holders under the Exchange Agreement to register the
December 2001 Preferred Stock under the Securities Act of 1933, as amended, or
under any applicable state securities or "blue sky" laws (except for notice
filings that may be required by applicable state "blue sky" laws and Federal
securities laws).
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December 31, 2001 XXXX XXXXX LLP
Page 5
The opinions expressed herein are subject in all respect to the following
further qualifications, limitations and exclusions:
a. The opinions set forth in paragraph 2 above with respect to
enforceability are further subject to the effects of laws relating to fraudulent
conveyances, transfers and obligations, including, without limitation,
Bankruptcy Code Section 548, the Uniform Fraudulent Transfer Act and other laws
in pari materia. Moreover, provisions of the Transaction Documents that permit
the Holders to take action or make determinations, or to benefit from
indemnities and similar undertakings of the Company, may be subject to a
requirement that such action be taken or such determinations be made, and that
any action or inaction by any of the Holders that may give rise to a request for
payment under any such indemnity or similar undertaking be taken or not taken,
on a reasonable basis and in good faith. The foregoing opinions with respect to
enforceability are further qualified by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditor's rights
generally and by general principles of equity, public policy considerations,
judicial discretion and general requirements of good faith and fair dealing and
commercial reasonableness (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
b. We express no opinion as to how the transaction contemplated by the
Transaction Documents (the "Transaction") may be characterized or treated under
the laws of the State of New York relating to licensure of home care service
agencies or by any governmental agency, including without limitation the New
York State Department of Health or the New York Public Health Council, charged
with the enforcement of such laws. We further express no opinion as to the
effect on the Company or its performance under the Transaction Documents of any
governmental agency's failure to approve a change of ownership and/or control
deemed to have resulted from the Transaction, including without limitation the
Company's continued indirect ownership of Coram Healthcare Corporation of
Greater New York, a New York corporation, and/or Coram Healthcare Corporation of
New York, a New York corporation.
c. The enforceability of provisions in the Transaction Documents to the
effect that terms may not be waived or modified except in writing may be limited
under certain circumstances.
d. We express no opinion as to any provisions in the Transaction
Documents relating to the waiver of any defenses or rights, jurisdiction or
release of any party.
C-5
December 31, 2001 XXXX XXXXX LLP
Page 6
e. We express no opinion as to the enforceability of the
indemnification provisions contained in any of the Transaction Documents insofar
as said provisions contravene public policy or might require indemnification or
payments with respect to any litigation against a party to any of the
Transaction Documents determined adversely to the other party(ies) to such
litigation, or any loss, cost or expense arising out of an indemnified party's
gross negligence or willful misconduct or any violation by an indemnified party
of statutory duties, general principles of equity or public policy.
f. Except as expressly set forth in paragraphs 5 and 6 above, no
opinion is given as to the application of any securities laws.
g. Our opinions are issued as of the date hereof and are limited to the
laws now in effect as to which our opinions relate and facts and circumstances
in existence on the date hereof, and we assume no undertaking to advise you of
any changes in the opinions expressed herein as a result of any change in any
laws, facts or circumstances which may come to our attention after the date
hereof.
h. References in this opinion letter to matters "known to us," a
statement made "to our knowledge" or words of similar import are intended to
indicate that, during the course of our representation of the Company, no
information that would give current actual knowledge of the inaccuracy of such
statement has come to the attention of those attorneys in this firm who have had
substantive involvement in the negotiation of the Transaction Documents.
Furthermore, with your permission we have made no independent investigation of
any such matter other than as set forth herein and no inferences to the contrary
should be drawn from our representation of the Company in this matter.
i. We express no opinion as to the effect or applicability of the
Bankruptcy Code or any order that may exist (now or in the future) in the
proceedings relating to the bankruptcy case of the Company or its sole voting
stockholder as to any provision in the Transaction Documents (or in any document
or instrument entered into in connection therewith) including, but not limited
to, any such provision relating to (1) the voting rights of the holders of the
shares of Preferred Stock or (2) the number of members or composition of the
Board of Directors of the Company that the holders of shares of the Preferred
Stock have the right to elect. The Company has advised us that it has engaged
separate counsel to advise on matters related to the Bankruptcy Code and the
Company's bankruptcy proceedings.
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December 31, 2001 XXXX XXXXX LLP
Page 7
The opinions expressed herein are limited to matters governed by the laws of the
State of New York, the Delaware General Corporation Law in respect of the
opinions set forth in paragraphs 1 through 5 above (and the law of the State of
Delaware in respect of the opinion in the last sentence of paragraph 2 above as
it concerns the enforceability against the Company of the Stockholder
Agreement), and the Federal laws of the United States of America, and our
opinions are limited accordingly. With respect to the opinions expressed in
paragraphs 5 and 6 above, to the extent that they are governed by the laws of
the State of California, our opinion is based solely upon our review of the
pertinent provisions of the CCH Blue Sky Law Reporter as of the date hereof, and
our opinions are further limited accordingly.
This opinion letter is furnished solely for your benefit in connection with
matters relating to the Transaction Documents and may not be used or relied upon
by any other person or for any other purpose without our prior written consent.
Very truly yours,
/s/ XXXX XXXXX LLP
TJD:RKM:CCL:AKK:XXX:EMB:CPS
C-7
Exhibit D
Opinion of Xxxxx Xxxxxx, Esq.
(Coram Healthcare Corporation Letterhead)
December 31, 2001
Xxxxxxx Xxxxx Capital Partners, L.P.
00 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Foothill Capital Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Cerberus Partners L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Coram, Inc.
Ladies and Gentlemen:
I am Vice President and General Counsel of Coram, Inc., a Delaware corporation
(the "Company"). I am rendering this opinion in connection with the transactions
contemplated by the Exchange Agreement dated as of the date hereof (the
"Exchange Agreement") by and among the Company, and Xxxxxxx Xxxxx Credit
Partners L.P., a Bermuda limited partnership ("Goldman"), Foothill Capital
Corporation, a California corporation ("Foothill") and Cerberus Partners L.P., a
New York limited partnership ("Cerberus") (collectively, the "Holders").
Capitalized terms used but not defined herein shall have, unless the context
otherwise requires, the respective meanings assigned to them in the Exchange
Agreement.
For purposes of this opinion, I have examined (i) the Exchange Agreement; (ii)
the Certificate of Amendment of Certificate of Designation filed with the
Secretary of the State of Delaware on the date hereof; (iii) the Stockholder
Agreement, dated as of December 29, 2000, by and among the Company and the
Holders, and of Amendment No. 1 thereto, dated as of December 31, 2001 (such
Stockholder Agreement, as so amended, the "Stockholder Agreement"), (iv)
Amendment No. 5 of even date herewith in respect of the Securities Exchange
Agreement (herein so defined) dated as of May 6, 1998 by and among the Company,
Coram Healthcare Corporation, a Delaware corporation ("CHC") and the Holders;
(v) Amended and Restated Series A Senior Subordinated Note of even date herewith
issued by the Company in favor of Foothill in the principal amount of
$7,539,769.58; (vi) Amended and Restated Series A Senior Subordinated Note of
even date herewith issued by the Company in favor of Goldman in the principal
amount
D-1
of $18,275,371.22; (vii) Amended and Restated Series A Senior Subordinated Note
of even date herewith issued by the Company in favor of Cerberus in the
principal amount of $14,392,797.20; (viii) Amended and Restated Series B Senior
Subordinated Convertible Note of even date herewith issued by the Company in
favor of Xxxxxxx in the principal amount of $41,854,200.46; (ix) Amended and
Restated Series B Senior Subordinated Convertible Note of even date herewith
issued by the Company in favor of Foothill in the principal amount of
$17,267,558.00; (x) Amended and Restated Series B Senior Subordinated
Convertible Note of even date herewith issued by the Company in favor of
Cerberus in the principal amount of $32,962,340.56; and (xi) material agreements
to which the Company is bound and such other documents, originals or copies,
certified or otherwise identified to my satisfaction, as I deemed necessary or
advisable as a basis for the opinions hereinafter expressed.
The documents, agreements and instruments referred to in paragraphs (i) through
(xi) above are referred to herein as the "Transaction Documents."
Based on the foregoing, and subject to the exceptions and qualifications stated
herein, it is my opinion that:
1. The Company is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The Company has the corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance by the Company of the Transaction Documents
have been duly authorized by all necessary corporate action on the part of the
Company. Each of the Transaction Documents has been duly executed and delivered
by the Company and constitutes the Company's legal, valid and binding obligation
enforceable against the Company in accordance with its terms.
3. To the best of my knowledge, the execution, delivery and performance
by the Company of the Transaction Documents and the consummation of the
transactions therein contemplated will not result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or conflict
with any of the terms or provisions of any material agreements to which the
Company is a party or by which any of its subsidiaries are bound.
4. The execution, delivery and performance by the Company of the
Transaction Documents and the consummation of the transactions therein
contemplated will not violate any court order or government authority order to
which the Company is subject on the date hereof.
D-2
I express no opinion as to the effect or applicability of the Bankruptcy Code or
any order that may exist (now or in the future) in the proceedings relating to
the bankruptcy case of the Company or CHC as to any provision in the Transaction
Documents (or in any document or instrument, entered into in connection
therewith) including, but not limited to, any such provision relating to (1) the
voting rights of the holders of the shares of Preferred Stock or (2) the number
of members or composition of the Board of Directors of the Company that the
holders of shares of the Preferred Stock have the right to elect.
I am licensed to practice law in the State of Tennessee, and my opinion is
limited accordingly.
This opinion may be relied upon by the addressees in connection with the above
transactions. This opinion is not to be relied upon by the addressees for any
other purpose, or relied upon by any other person or for any other purpose
without my prior written consent.
Very truly yours,
/s/ XXXXX X. XXXXXX
------------------------------------
Xxxxx X. Xxxxxx
Vice President, General Counsel
D-3
Exhibit E
Bankruptcy Court Order
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re )
)
CORAM HEALTHCARE CORP. and ) Chapter 11
CORAM, INC. )
) Case Nos. 00-3299 (MFW)
Debtors. ) through 00-3300 (MFW)
)
ORDER AUTHORIZING AND
APPROVING ISSUANCE OF PREFERRED STOCK IN EXCHANGE FOR DEBT
Upon the Emergency Motion dated December 26, 2001 (the "Motion") of Coram,
Inc. and Coram Healthcare Corp. (the "Debtors") for an Order Authorizing and
Approving Issuance of Preferred Stock in Exchange for Debt and for an Order
Scheduling Hearing on Limited Notice, and the Court having issued an Order
Scheduling Hearing to Consider Emergency Motion For an Order Authorizing and
Approving Issuance of Preferred Stock in Exchange For Debt (the "Scheduling
Order") scheduling December 27, 2001 at 11:30 a.m. as the date and time for a
hearing (the "Hearing") on the Motion seeking authorization and approval for
Coram, Inc. to issue preferred stock in exchange for a portion of the
indebtedness represented by the Debtors' outstanding unsecured notes (the
"Senior Notes") in accordance with certain terms, and granting incidental
relief related thereto; and due and sufficient notice of the Motion and the
Hearing having been given in accordance with the terms of the Scheduling Order,
as evidenced by the affidavits of service on file with this Court; and upon the
record of the Hearing; and upon all prior proceedings in the Debtors' chapter
11 cases; and it appearing that the relief requested in the Motion is necessary
and in the best interests of the Debtors, their estates and their creditors;
and all objections to the Motion having been withdrawn, resolved, overruled or
denied, as set
E-1
forth in the record of the Hearing; and after due deliberation and sufficient
caused appearing therefor, it is hereby
ORDERED that the Motion is hereby granted; and it is further
ORDERED that Coram, Inc. is hereby authorized and empowered to issue
preferred stock ("Preferred Stock") in exchange for indebtedness evidenced by
the Senior Notes; and it is further
ORDERED that the Debtors and the holders of the Senior Notes (the
"Noteholders") are authorized and empowered to execute such documents and take
such other actions as may be reasonably required to implement and effectuate
the transactions contemplated hereby; and it is further
ORDERED that in the event the results of the audit of the Debtors'
financial statements for calendar year 2001 should conclude that the Note
Exchange did not exchange sufficient Senior Note indebtedness for preferred
stock to establish a minimum equity of the Debtors of $75 million as of December
31, 2001, as required for the Debtors to remain in compliance with the Omnibus
Budget Reconciliation Act of 1993 ("Xxxxx II"), then the Debtors and the
Noteholders are authorized and empowered to exchange such additional Senior Note
indebtedness for such additional shares of Preferred Stock as may be required to
enable the Debtors to establish $75 million in equity on like terms, and any
such additional exchange shall be deemed to have occurred as of December 31,
2001, all without further order of the Court; and it is further
E-2
ORDERED that if equitable relief is sought by any party in interest against
the Noteholders, all affirmative defenses and other rights of the Noteholders
and the Debtors shall be preserved, and all such issues shall be determined, as
though the Note Exchange had never occurred; and it is further
ORDERED that the Preferred Stock shall be issued pursuant to a private
placement exemption to be obtained from the Securities and Exchange Commission
and not pursuant to section 1145 of the Bankruptcy Code.
Dated: December 27, 2001
/s/ XXXX X. XXXXXXX
------------------------------
XXXXXXXXX XXXX X. XXXXXXX
UNITED STATES BANKRUPTCY JUDGE
E-3
