Free Proposed Consent Judgment - District Court of Delaware - Delaware

Case 1 :04-cv-01565-SLR Document 71 Filed 05/30/2006 Page 1 of 4
IN THE UNITED STATES DISTRICT COURT
I FOR THE DISTRICT OF DELAWARE
ARLIN M. ADAMS, Chapter ll Trustee of the
Post-Confirmation Bankruptcy Estates of :
CORAM HEALTHCARE CORPORATION : Case No. 04-1565-SLR
and CORAM, INC., :
Plaintiff, :
v.
·DANlEL D. CROWLEY; DONALD J.
AMARAL; WILLIAM J. CASEY; L. PETER
SMITH; AND SANDRA L. SMOLEY,
Defendants.
STIPULATION AND ORDER ENTERING
JUDGMENT AGAINST OUTSIDE DIRECTORS
Plaintiff, Arlin M. Adams, Chapter ll Trustee (the "Trustee") of the bankruptcy
estates of Coram Healthcare Corporation and Coram, Inc. (collectively "Coram") and
Defendants Donald J. A1naral, William J. Casey, L. Peter Smith and Sandra L. Smoley
(collectively "the Outside Directors"), hereby stipulate and jointly move for the entry of a final
judgment in favor of the Trustee and against the Outside Directors, as follows:
WHEREAS, on December 29, 2004, the Trustee commenced this action; and
WHEREAS, on or about April 5, 2006, the Trustee and the Outside Directors
made and entered into a Settlement Agreement resolving any and all disputes that have been
raised or could have been raised in this matter, subject to approval by the United States
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Bankruptcy Court for the District of Delaware in Coram’s Chapter 11 proceeding (the
"Settlement Agreement); and
WHEREAS, by Order dated April 24, 2006, the United States Bankruptcy Court
for the District of Delaware entered an Order approving the Settlement Agreement and found the
Settlement Agreement reasonable; and
WHEREAS, the Settlement Agreement provides, inter alia, that the Outside
Directors shall consent to the entry of judgment against them, jointly, severally, and in the
alternative, and in favor of the Trustee in the amotmt of $9,550,000; and
WHEREAS, the Settlement Agreement further provides, inter alia, that the
Outside Directors assign to the Trustee all of their rights and any and all causes of action any or
all of them may have arising out of, or under, any of the directors’ and officers’ liability
insurance policies obtained by Coram for their benefit, including but not limited to the primary
policy issued by Genesis (Policy No. YXB001625A), for the period January 8, 1999 through
January 27, 2001 (the "D&O Policy"), and any further causes of action based on the handling of
the Outside Directors’ claims under such policies (collectively, the "Assigned Claims"); and
WHEREAS, the Settlement Agreement further provides, inter alia, that the
Trustee will not seek, in connection with any such judgment entered, to execute on any assets of
the Outside Directors, other than the Assigned Claims.
NOW, THEREFORE, the parties respectfully request that this Court enter the
following Order:
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l. Final judgment in the amount of $9,550,000 shall be and hereby is entered
in favor of the Trustee and against Defendants Donald J. Amaral, William J. Casey, L. Peter
Smith and Sandra L. Smoley, jointly, severally and in the alternative.
2. The Trustee shall not seek, in connection with the judgment entered
against the Outside Directors, to execute on any assets of the Outside Directors, other than the
Assigned Claims.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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Case 1 :04-cv-01565-SLR Document 71 Filed 05/30/2006 Page 4 of 4
SCHNADER HARRISON SEGAL POTTER ANDERSON & CORROON LLP
& LEWIS LLP
By: By: i. — __
R1Cha . Barkasy (#4683) Peter h, Jr. (#243
Michael J. Barrie (#4684) 1313 N. arket St.
824 Market Street Mall, Suite 1001 Hercules Plaza, 6th Flr.
Wilmington, DE 19801 P.O. Box 951
(302) 888-4554 (telephone) Wilmington, DE 19899-0951
(302) 888-1696 (facsimile) (302) 984-6037 (telephone)
(302) 658-1192 (facsimile)
-and- -and-
Barry E. Bressler (pro hac vice) WILSON SONSINI GOODRICH
Wilbur L. Kipnes (pro hac vice) & ROSATI, LLP
1600 Market Street, Suite 3600 Boris Feldman
Philadelphia, PA 19103-7286 650 Page Mill Road
(215) 751-2000 (telephone) Palo Alto, CA 64304-1050
(215) 751-2205 (facsimile) (650) 493-9300 (telephone)
(650) 493-6811 (facsimile)
Counsel to Arlin M. Adams,
Chapter 11 Trustee Counsel to the Outside Directors
Dated: May , 2006
SO ORDERED, this day of , 2006.
Sue L. Robinson, U.S.D..I.
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