Free Reply Brief - District Court of Delaware - Delaware

Case 1 :04-cv—O1565-SLR Document 49-3 Filed 06/O3/2005 Page1 0f3
EXHIBIT F

Case 1 :04-cv—O1565-SLR Document 49-3 Filed 06/O3/2005 Page 2 of 3
/ .‘‘‘ :if` Dynamic
Healthcare
I r Solutions ,
May 9, 2002
Mr. Steve Fcinberg
Cerberus Capital Management, LLP
450 Park Avenue, 28th Floor
New York, New York 10022-2605
§”iit&.J}-’
Dear Steve,
I have been thinking a great deal about our dinner last week because, while I have
suspended it, i still haverft formally ended my contract with Cerberus. l appreciate that
you recognize the eortuudmm that I have been put in and that you expressed a willingness
to allow me to terminate my contract with Cerberus and pay me for my past services on
· rzon—Comm matters and for early termination of our Agreement.
Mr. Bressler has told me personally that the Trustee’s Office dot-:sn’t want to tell us what
to do, or give advice about ending the contract, or my getting paid by Cerberus. He also
said, that "you guys have srnart §awyers“ . . . and he’s certain that they can . . . "tigure
out how to make a payment and terminate the contract? He has said, that he has no
objection to my "being paid by Cerberus for prior wori: done unrelated to Coram or for
ending a pre-existing COnt1'aCi°°. SO, why dO1'l`l we have the attorneys work up a
Tennination Agreement and when we are all satisfied that it is worded properly, go ahead
and tell Mr. Bressler that, unless the Trustee specifically objects . . . Crowley’s being paid
by Cerberus for prior services rendered for norr—C0ram work and for ending the contract
early, and that with this, the Agreement is being mutually terminated, Then make the
payment and end the Agreement.
Steve, it will be your natural reaction to start to say that “Dan’s mad". Well, I can
honestly tell you that l am not mad at anyone. Not at ali. I just want all of this over and I
would like to be paid by Coram for the results I delivered to Coram and . . . by Cerberus
for the work Dynamic did related to Cerberus! mm-Comm investments.
As an aside, I owe it to myself to tell you that I think that David Friedman did a terrible
job handling this case. Contrast what Boris Feldman did with the NJ litigation to what
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Case 1 :04-cv—O1565-SLR Document 49-3 Filed 06/O3/2005 Page 3 of 3
Page 2 ol` 2 Pages
Letter dated May 9, 2002 to Mr. Steve Feinberg
David Friedman did in Delaware. Friedman misadvised me and Coram’s Board, didn’t
focus or focus properly, poorly prepared me and the case, improperly positioned the
whole case, had a flawed Reorganization Plan, was not fully engaged, and didn’t handle
most any important aspect of this case very well.
In retrospect, when you asked me to step in and save Coram, I should have simply told
you "no" and let Coram go promptly down the drain. lt is a fact that l had been routinely
turning down jobs like this “out of hand”. I didn`t want this job, and it (Coram) wasn’t
my problem. Now, 2 % years later, Pm still there because you pleaded with me to step in
and save Coram from the complete melt~down that you feared. The result: Coram “‘has
been saved", and for my reward, I have gone on to be wrongfully accused of all sorts of
things, blamed for everything that prior management ever did wrong, and . . . hounded to
the end of the earth. The reality is, where several other Coram CEOs had completely
failed, I actually saved Coram and have done a whole lot of things very very right that
now give this Company a chance to continue in existence if Coram ever emerges from
Chapter ll with a reorganized capital structure.
In fairness to myself, and to prevent any allegations that I am somehow “in Cerberus
pocl assist with investments made in your non-Coram portfolio. I am concerned that delaying
payment to me actually adds fuel to the theory there is some kind of a secret conspiracy
when there really isn’t.
My understanding of your commitment is that, absent an objection bythe Chapter ll
Trustee, Dynamic Healthcare Solutions will be promptly paid $5 Million for the mm-
Cornm work that was done for Cerberus and for the early termination of the current
Agreement between tts.
I am asking that you please move promptly to have your attorney draft up a T ermination
Agreement consistent with this understanding and let the matter be known to the
"l`rustee’s attorney who can obiect or not. Then the Agreement can be terminated and I
can he paid for the non-Coram work that I did for Cerberus.
Regards,
Han Crowley @7
Cc: Mr. Scott Schreiber, Esq.