Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR
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-,

IN THE UNTED STATES BANUPTCY COURT FOR TH DISTRICT OF DELAWAR

Inre
CORA HEALTHCAR CORP. and
CORAM, INC.,
Debtors.

) )

) )
) )

Chapter 11

Case Nos. 00-3299 (MFW) through 00-3300 (MW)

)
)

Jointly Admtered

DEBTORS' SECOND JOIN PLAN PURSUANT TO

CHATER 11 OF THE UNTED STATES BANUPTCY CODE

Dated as of: July 31, 2001

KASO~TZ, BENSON, TORRS

& FRIDMA LLP
David M. Friedman

Ada L. Shi
Robert M. Novick 1633 Broadway New York, New York 10019

(212) 506-1700
- and -

PACHUSKI, STANG, ZIEHL, YOUNG & JONES, P.C.
Laur Davis Jones

Rachel Lowy

919 Nort Market Street
Wilmington, Delaware 19899-8705

(302) 652-4100
Co-counsel to the Debtors and

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Debtors in Possession

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IN THE UNTED STATES BANUPTCY COURT FOR TH DISTRICT OF DELAWAR

Inre

)

)

CORA HEALTHCAR CORP. and
CORAM, INC.,
Debtors.

) ) )
) ) )

Chapter 11

Case Nos. 00-3299 (MFW)

though 00-3300 (MW)
Jointly Admstered

DEBTORS' SECOND JOINT PLAN PURUANT TO

CHATER 11 OF THE UNED STATES BANUPTCY CODE

Coram Hea1thcare Corp. and Coram, Inc., the above-captioned debtors and debtors in
possession, propose the following second joint Plan pursuat to sections 1121(a) and 1123 of

title 11

of the United States Code.

ARTICLE I RULES OF CONSTRUCTION
1.1 Unless otherwise provided or separately defied in ths Plan, capitaed terms shall

have the meangs set fort in Arcle IT of ths Plan.

1.2 Any capitaed term used in ths Plan tht is not defied in Arcle IT of ths Plan sha have the meang ascribed to such term, if any, in the Banptcy Code.
1.3 The rules of constrction set fort in section 102 of

the Banptcy Code shal apply to

the constrction of ths Plan.

1.4 In computig any period of time prescribed or allowed by the PLan the provisions of Banptcy Rile 9006(a) shall apply.
1.5 The words "herein" "hereof," "hereto," "hereunder" and other words of simar import

refer to ths Plan as a whole and not to any parcilar section, subsection, or clause contained in ths
Plan.

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1.6 Whenever it appears appropriate from the context, each term stated in either the singuar or the plur sha include the singuar and the plur, and pronoun stated in the mascu1e,

femie or neuter gender sh include the mascu1e, the femie and the neuter.
1.7 Al exhbits are incorporated into and made a par of the Plan as if set fort in fu herein
whether or not anexed hereto. Copies of exhbits can be obtained upon wrtten request to Kasowitz,
Benson, Torres & Friedman LLP, Att: Craig Hueneke, Chief

Banptcy Parlegal, 1633 Broadway,

New York, NY 10019.

1.8 Captions and headigs to Arcles and Sections of the Plan are inerted for convenience
and reference only. Captions and headigs and are not intended to be a par, or to affect the

interpretation, of the Plan.

ARTICLE IT DEFINITIONS
Al of the following defitions are intended to be, and hereby are, par of the substative provisions of ths Plan and have the same force and effect as any other provision of ths
Plan.
2.1 "Absolute Priority Litigation" mean the litigation tht may be commenced in connection

with the Confination Hearg if Class CHC 2 votes to reject the Plan, Class CHC 4 votes to accept
the Plan, and the Creditors' Commttee (or any other par in interest) objects to the Debtors'

proposed distrbution of the CHC Equity Interest Consideration to Class CHC 4, as more fuy
described in section il.A.3 of the Disclosure Statement.

2.2 "Admtrtive Clai" mean any Claim constitutig a cost or expense of admstrtion
of the Debtors' Chapter 11 cases incured on or after the Petition Date and allowed by Final Order
under section 503(b) of

the Banptcy Code, includig, without litation: (a) any and al DIP Clai,

(b) any actul and necessar costs and expenses incured aftr the petition date of preserving the

Estates of the Debtors and operating the businesses of the Debtors, any indebtedness or obligations incured or assumed by the Debtors in connection with the conduct of their businesses or for the acquisition or lease of propert or for the procurement of services, any costs and expenses of the Debtors and/or Reorganed Cora for the management, maintenance, preservation, sale or other

diposition of any assets, the admstrtion and implementation of the Plan the admstrtion,
prosecution or defense of clais by or Claims agait the Debtors and for distrbutions under the Plan

(c) compensation for legal, financial, advisory, accountig and other services and reimburement of
expenses alowed by the Banptcy Cour under section 330, 331, or 503(b) of

the Banptcy Code

to the extent incured prior to the Effective Date, (d) al fees and charges assessed againt the Debtors' the United States Code. title 28 of Estates under section 1930, Chapter 123 of

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2.3 "Alowed Admstrtive Clai" mean an Admstrtive Clai tht is or becomes an
Alowed Clai.

2.4 "Alowed CHC Equity Interest' mean an Alowed Equity Interest in CHC.

2.5 "Alowed CHC General Unsecured Claim" mean a CHC General Unsecured Clai to
the extent it is or has become an Alowed Claim.
2.6 "Alowed CHC Notes Clais" mean the CHC Notes Clais.

2.7 "Alowed CHC Prority Non-Tax Clai" mean a Priority Non-Tax Clai tht is or
becomes an Alowed Clai agait CHC.

2.8 "Allowed CHC Secured Clai" mean a CHC Secured Claim to the extent it is or ha
become an Alowed Clai.

2.9 "Alowed Clai" mean a Clai to the extnt such Clai: (a)(i) is either: (A) schedued
by a Debtor pursuat to the Banptcy Code and Banptcy Riles in a liquidated amount and not
listed as contigent, unquidated or disputed; or (B) proof of

which has been tiely fied, or deemed

tiely fied, with the Cour puruat to the Banptcy Code, the Banptcy Riles and/or any
applicable orders of the Cour, or late fied with leave of Cour; and (ii) not objected to with the

period fixed by the Banptcy Code, the Banptcy Riles and/or applicable orders of the Cour; or (b) has otherwise been alowed by a Final Order or pursuat to ths Plan. An Alowed Clai: (A)
includes a previously Disputed Clai to the extent such Disputed Clai becomes alowed; and (B) sha
be net of any setoff amount of any claim that may be asserted by the Debtors agait the holder of such
claim, which shall be deemed to have been setoff in accordace with the provisions of ths Plan.

Without limtig the foregoing, no Clai shal be considered an Alowed Clai before the tie tht an
objection has been or may be fied with regard to such Clai if: (x) the amount or classifcation of

the

Clai specified in the relevant proof of clai exceeds the amounts of or has a classification dierent

from any correspondig Clai schedu1ed by a Debtor in its Schedu1es of Assets and Liabilties; (y) any correspondig Clai scheduled by a Debtor has been scheduled as disputed, contigent or
unquidated; or (z) no correspondig Clai has been schedu1ed by the Debtor in its Schediles of

Assets and Liabilties.

2.10 "Alowed Coram Equity Interest' mean an Alowed Equty Interest in Cora other
than a Coram Preferred Stock Interest.
2.11 "Alowed Coram Genera Unsecured Clai" means a Cora General Unsecured

Claim, to the extent it is or has become an Alowed Clai.

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2.12 "Allowed Cora NoteslPreferred Stock Claims" mean the Coram NoteslPreferred
Stock Claims.

2.13 "Alowed Coram Notes Claim" means the Coram NoteslPreferred Stock Claims to
the extent such Claims are based upon or evidenced by the Notes

2.14 "Allowed Coram Preferred Stock Interests" mean the Coram NoteslPreferred Stock Clais to the extent such Clais are based upon or evidenced by the Cora Preferred Stock Interests.
2.15 "Alowed Coram Prority Non-Tax Clai" mean a Priority Non-Tax Clai tht is or
becomes an Alowed Clai agait Cora.

2.16 "Allowed Cora Secured Clai" mean a Cora Secured Clai to the extent it is or
has become an Alowed Claim.

2.17 "Alowed Equity Interest' means an Equity Interest as of the Record Date.

2.18 "Alowed General Unsecured Clai" mean a Genera Unsecured Clai tht is or
becomes an Alowed Clai.

2.19 "Alowed Prority Tax Claim" mean a Prority Tax Clai that is or becomes an
Alowed Clai.

2.20 "Alowed Secured Clai" mean a Secured Claim that is or becomes an Alowed

Clai.
2.21 "Amended and Restated Certificate ofIncoi:oration of

Reorganed Coram" mean

the certficate of incorporation of Reorganed Coram, as amended, which certcate shal be in
substatialy the form included in the Plan Supplement.

Reorganzed Cora mean the amended by-laws of 2.22 "Amended By-laws of Reorganed Cora which amended by-laws sha be in substatialy the form included in the Plan Supplement.

2.23 "Avoidace Actions" means al ofthe Debtors' preference and other avoidance power
claims pursuant to sections 544, 545, 547, 548, 549, 550 and 553 of

the Banptcy Code and any

other applicable law.

2.24 'Balot" mea the form or forms distrbuted to each holder of an impaied clai on
which the holder is to indicate acceptace or rejection of the Plan.

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2.25 "Banptcy Code" means title 11 of

the United States Code (11 US.C. §§ 101 et

~.) as in effect on the Petition Date and as amended afer the Petition Date to the extent applicable to

the Debtor's Chapter 11 Cases.

2.26 'Banptcy Cour" or "Cour" mean the United States Banptcy Cour for the
Distrct of

Delaware, includig the United States Banptcy Judge presidig over the Debtors' Chapter

11 cases, and to the extent it is necessar and appropriate for jursdiction to be exercised by the United Delaware, includig the United States Distrct Judges, or any States Distrct Cour for the Distrct of
other cour with jursdiction over the Debtors' Chapter 11 cases, ths defition shal include same.

2.27 ''Banptcy Riles" mean the Federal Riles of

Banptcy Procedure (Fed. R.

Bankr. Proc. 1001 et ~.) as in effect on the Petition Date and as amended aftr the Petition Date to the extent applicable to the Debtor's Chapter 11 Cases.
2.28 ''Business Day" mean any day other th a Satuday, Sunday or "legal holiday" (as

defined in Banptcy Rile 9006(a)).
2.29 "Cases" means the cases under Chapter 11 of

the Banptcy Code which were

commenced on the Petition Date with respect to the Debtors.
2.30 "Cash" mean legal tender of

the United States of America and equivalents thereof,

includig but not lited to ban deposits, checks and simar items.

2.31 "Certficate of Incoi:oration" mean the certficate of incorporation of Cora, as

amended or restated prior to the Confation Date.
2.32 "Chapter 11" means Chapter 11 ofthe Banptcy Code (11 US.C. § 1101 et ~.),

as in effect on the Petition Date, and as amended after the Petition Date and effective durg the Debtors' Chapter 11 cases, to the extent applicable to the Debtors' cases.

2.33 "CHC" means Coram Healthcare Corporation, a Delaware corporation.
2.34 "CHC Equity Interest' mean an Equity Interest in CHC.
2.35 "CHC Equity Interest Consideration" mean Cash in the amount of$lO mion.

2.36 "CHC Equity Reserve" mean a reserve established in the event Class CHC 4 votes to accept ths Plan by the applicable requisite majorities, to hold in one or more segregated accounts to be Plan Admtrtor, the CHC Equity Interest Consideration, subject established by the Debtors or the
to the Absolute Prority Litigation, if any, and which wi be maitaed in trt for holders of Alowed Equity Interests in Class CHC 4.

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2.37 "CHC General Unsecured Claim" mean a General Unsecured Clai againt CHC.
2.38 "CHC General Unsecured Consideration" mea cah in the amount of

$2 mion.

2.39 "CHC Noteholder Consideration" mea cash in the amount of$l mion.
2.40 "CHC Notes Claims, mean, collectively, any Clai agait CHC based upon or the Petition Date, aggregated approxiately $252,007,000.

evidenced by the Notes, which as of

2.41 "CHC Secured Claim" mean a Secured Clai agait CHC.
2.42 "Clai" shall have the meang set fort in section 101(5) of

the Banptcy Code.

2.43 "Claiant" mean the holder of a Clai or an Alowed Equity Interest on the
Confination Date.

2.44 "Class" mean a category of

holders of

Clais or Equity Interests as established

pursuat to Aricles il and IV of the Plan.

2.45 "Confation" mean the entr by the Banptcy Cour of

the Confation Order.

2.46 "Confation Date" mean the date on which the clerk of the Banptcy Cour enters the Confination Order on the docket of the Banptcy Cour.

2.47 "Confation Hearg" mean the hearg before the Banptcy Cour respectig the
Confation of the Plan.

2.48 "Confation Ordef' mean the order entered by the Banptcy Cour confg ths
Plan in accordace with the provisions of the Banptcy Code.

2.49 "Coram" mean Coram, Inc., a Delaware corporation.
2.50 "Coram General Unsecured Clai" mean a Genera Unsecured Clai againt Cora.

2.51 "Coram NoteslPreferred Stock Claims" mean, collectively, any clai againt Cora based upon or evidenced by (i) the Notes, which as of the Petition Date, aggregated approxiately $252,007,000, and (ii) the Coram Preferred Stock Interests.

2.52 "Coram Preferred Stock Interests" mean, collectively, any interest in and clai agait
Coram based upon or evidenced by the Preferred Stock, includig, without litation, any accrued

dividends.
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2.53 ''Coram Secured Claim" mean a Secured Clai agait Coram.

2.54 "Creditors' Commttee" mean the Offcial Commtte of

Unsecured Creditors

designated by the United States Trustee on August 22, 2000.
..
2.55 "Cue Clai" mean a Clai agait the Debtors, or any of

them, arsing from an

obligation to cure defau1ts with the meang of section 365(b) of the Banptcy Code.
2.56 "Debtors" means CHC, the Debtor and Debtor in Possession in Chapter 11 Case No. 00-3299 (MFW) pendig before the Banptcy Cour, and Coram, the Debtor and Debtor in Possession in Chapter 11 Case No. 00-3300 (MW) pendig before the Banptcy Cour.
2.57 "Debtors-in-Possession" means the Debtors as debtors in possession in the Cases.
2.58 "DIP Clai" mean all Clais of

DIP Lenders arsing under the DIP Facilties.

2.59 ''DIP Facilties" mean the debtor-in-possession credit agreement and any related

agreements between the Debtors and the DIP Lenders.

2.60 ''DIP Lenders" mea Madeleine LLC and any other lenders parcipatig in the DIP
Facilties.
2.61 ''DIP Order" means all Finl Orders authorig, approving or amendig the DIP

Facilties.
2.62 "Disburing Agent" means the ban, trt company, corporation, other organation or

Person (includig the Plan Admstrator), if any, selected by the Debtors or Reorganed Cora to
make distrbutions under and in accordace with the Plan.
2.63 ''Disclosure Statement" means the Disclosure Statement puruat to section 1125 of

the

Banptcy Code, either in its present form or as it may be altered, amended, supplemented or
modied from tie.
the Schedu1es as contigent,

2.64 "Disputed Claim" mean (a) any Clai listed in any of

unquidated or diputed; (b) any Claim agait any of the Debtors, proof of which is fied designatig such Clai in any respect as contigent, unquidated or diputed; (c) any Clai which, in whole or in
par, is the subject of a timely objection interposed by the Debtors or any other par in interest; or

(d) any Clai which is the subject of litigation as to amount or liabilty by any of the Debtors; provided, however, tht the amount of a Disputed Clai sha mean the lesser of (x) the amount listed in the
Schedu1es, (y) the amount stated in a proof of Clai as fied with the Banptcy Cour or (z) the

amount as estiated by the Banptcy Cour pursuat to section 502( c) of the Banptcy Code; and
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provided, fuer, however, tht, in the event the Banptcy Cour sha estiate the amount of a Disputed Claim for puroses of alowance pursut to section 502( c) of the Banptcy Code, such

estiation sha constitute and represent the maxum amount in which such Clai may iltitely
become an Alowed Clai.

2.65 ''Distrbution'' mean any consideration to be provided under ths Plan to the holder of

an Alowed Clai on account of such Claim or to the holder of an Alowed Eqty Interest on account
of such Equity Interest.
2.66 ''Effective Date" mean the fit Business Day on which al conditions to effectiveness of

the PLan as set fort in Section 12.2 hereof, have been satisfied or waived and on which no stay of the

Confation Order is in effect.
2.67 ''Euity Commtte" mean the Offcial Commtte of

Eqty Securty Holders

designated by the United States Trustee on October 18, 2000.
2.68 ''Ety Interest' means the Preferred Stock and any equity interest in a Debtor

represented by du1y authoried, valdly issued, unssued or outstadig shares of stock, or any interest or right to convert into such an equity interest or acquie any equity interest, or any Clais arsing or derivig therefrom, that was in existence imediately prior to the Petition Date, includig, without
liitation, any warants, options, employee stock options or contract rights to acquie or purchase such

interests at any time.

2.69 ''Estates'' means the estates, created in the Debtors' Chapter 11 Cases pursuant to

section 541 of the Banptcy Code.
2.70 ''Executive Employment Agreement" sha mean the agreement respectig the
employment of the Debtors' Chief

Executive Offcer, Danel D. Crowley, effective imediately prior to

the Petition Date.
2.71 ''Executive Compensation Waivef' sha mea the volunta agreement of

Danel D.

Crowley to waive his rights to receive bonus compensation in the amount of $7.5 mion tht Mr.
Crowley has eamed puruat to Executive Employment Agreement effective upon, and only upon, the occurence of the Effective Date of ths Plan.

2.72 ''Exit Fincin~ Facilty" mea the ficing facilty in the approxite aggregate
pricipal amount of $40 mion between Reorganed Cora and one or more lenders, substatialy in
the form included in the Plan Supplement, pursut to which such lender( s) sha have agreed to provide

fiancing to Reorganed Cora on terms and conditions satisfactory to Cora.

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2.73 "Face Amount" mean: (a) when used with reference to a Disputed Unsecured Clai,

either (i) the fu stated amount claied by the holder of such Clai in any group of Clai fied by the Bar Date, or otherwse deemed tiely fied under applicable law, if the proof of clai specifes only a liquidated amount; (ii) if no proof of Clai is fied by the Bar Date or otherwse deemed tiely fied
under applicable law, the fu amount of

the Clai lited on the Debtors' Schedu1es provided, that such

amount is not listed as diputed, contigent or unquidated; or (ii) the applicable deductible under the the applicable Debtor to the relevant ince policy, mius any reimburement obligations of
inurce carer for su expended by the inurce carer on account of such Clai (includig

defense costs) if such amount is less th the amount specified in (i) or (ii) above or the proof of Clai specifies an unquidated amount ( and) (b) when used with reference to a Disputed Uniured Clai, either (i) the fu stated amount claied by the holder of such Clai and any proof of Clai fied by the Bar Date or otherwise deemed tiely fied under applicable law, if the proof of clai specifes only a liquidated amount; or (ii) the amount of the Claim acknowledged by the applicable Debtor or Reorganed Debtor in any objection fied such Claim or in the Schedu1es as an undisputed, non-

contigent and liquidated Clai, estiated by the Banptcy Cour purt to section 502( c) of the
Banptcy Code, proposed by the Debtors or established by Reorganed Cora following the Effective Date, if no proof of Clai ha been fied by the Bar Date or has otherwse been deemed tiely fied under applicable law or if the proof of Clai specifes an unquidated amount.
2.74 "Final Ordef' mean an order or judgment of a cour as to which (a) any appeal tht
has been taen has been determed finally or dismissed and such order ha not been reversed, stayed, modified or amended, (b) the time to appeal, petition for certiorar or request rearguent or rehearg has expired and as to which no appeal, petition for certior1! or request for rearguent or rehearg is pendig or as to which any right to appeal, petition for certior1! or request rearguent or rehearg has been sought, the order has been waived or if an appeal, certior1! rearguent or rehearg thereof

or judgment of the Banptcy Cour has been affed by the highest cour to which the order was appealed or from which the rearguent or rehearg was sought, or certiorar has been denied, or (c) the time to tae any appeal or to seek certiorar or fuer rearguent or rehearg has expired.
2.75 "General Unsecured Claim" mean any Clai other th an Admtrtive Clai, a

Secured Claim, a Priority Non-Tax Clai, a Priority Tax Clai, an Alowed Cora Noteslreferred
Stock Claim or an Alowed CHC Notes Claim. The term "Genera Unsecured Claim" sha consist of, unecured clais not otherwse classifed tht except as set fort above in ths defition, al impaied are not cured, paid, released or waived pursuat to the Plan, assumed by a Debtor pursuat to the Plan
or agreements incorporated into the PLan or classifed in any other class, includig, without litation,

claims (a) for goods sold and/or services rendered, (b) for moneys lent, (c) based upon gutees of

pedormance or payment of the obligations or duties of any Person, (d) for tort liabilty, (e) for environmenta remediation, (f) of governenta untes under any applicable unclaied propert or

escheat laws, (g) of governenta unts for taes, assessments, penaties or chages which are not Prority Tax Clai, (h) for contrbution, reimburement or indemnty, (i) for fies, penaties or other assessments, G) for the porton of any Claim supportd diectly or indiectly by a lettr of credit issued
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for the account of a Debtor in excess of the amount avaiable under such letter of credit, and (k)
representig the undersecured porton of any clai tht is otherwse a Secured Claim.

2.76 ''KRP Order" mean that cert Order Pusuat to Section 363(b) of

the Banptcy

Code Authoriing and Approvig Debtors' Adoption of Key Employee Retention Program, dated
August 31,2000.

2.77 "Most Recent Address" mean as of any date, with respect to any holder of a Clai or its designee, its address set fort in the proof of clai or other wrtig most recently fied with the Banptcy Cour or received by the Debtor and if no such proof of clai or wrtig has been fied or received, then the address set fort on the Debtors' Schediles.
2.78 ''New Coram Stock" mean ten millon (10,000,000) shares of common stock, $0.01
par value, authoried by Reorganed Cora purt to th PLan representig one hundred percent
(100%) of the issued and outstadig votig common stock of

Reorganed Cora on the Effective

Date.

2.79 ''New Secured Notes" mean the new secured, interest-bearg promissory notes in the aggregate pricipal amount of$180 mion to be issued to holders of Alowed Cora Notes Clais
pursuat to sections 7.8 and 9.4 of

the Plan, which notes shall be guaranteed and secured by a pledge

of all stock and liens on all assets owned by each diect or indiect operatig subsidiar of Cora
which sha be senior in priority to al other obligations of the Reorganed Cora except the Exit

Fincing Facilty, which shal reque payments of interest only durg the fit four year aftr their
issuce, and which sha be in the form included in the Plan Supplement.
2.80 ''Noteholder Group" means Cerberus Parers, L.P., Goldman Sachs Credit Parers

L.P., and Foothll Capital Corporation.
2.81 ''Notes'' means the Series A Notes and the Series B Notes.

2.82 "Old Coram Board of

Directors" mean the board of diectors of

Coram that existed as

of the Confination Date.
2.83 "Person" mean a person as defied in section 101(41) of entity as defied in section 101(15) of

the Banptcy Code or an

the Banptcy Code.

2.84 ''Petition Date" mean Augut 8, 2000.

2.85 ''Plan' mean ths Second Joint Plan Puuat to Chapter 11 of

the United States

Banptcy Code (includig al exhbits and schedues anexed hereto or included in the Plan

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Supplement) either in its present form or as it may be altered, amended or moded from tie to tie by the Debtors.

2.86 "Plan Admstrtof' mean the fiduciar responsible for, among other thgs, holdig
and distrbutig the Unsecured Clai Reserve and the CHC Equity Reserve purant to the PLan the Plan Admstration Agreement, the Confation Order, or such other order as may be entered by the Banptcy Cour, the completion of the process of prosecution or settlement of diputed clais agaist
CHC, and the completion of al other obligations purt to the Plan Admstrtion Agreement.

2.87 ''Plan Admstrtion Agrement" mean the agreement describing the powers, duties,
and rights of the Plan Admstrtor in adterig the PLan in substatialy the form included in the

Plan Supplement.

2.88 ''Plan Supplement" mean a separte volume, to be fied with the Clerk of Banptcy Cour, containg, among other thgs, form of the Amended By-Laws of Coram, the Amended and Restated Certificate of Incorporation of Reorganed Coram, form of

the

Reorganed
New

the names and inormation as to the business and professional backgrounds of al senior offcers and diectors of Reorganed Coram.
Secured Notes, and a schedile of

2.89 ''Preferred Stock" means the preferred stock issued by Cora durg the Cases
pursuant to, inter alia, the Order Authorig and Approvig Issuace of

Preferred Stock in Exchange

for Debt of the Banptcy Cour dated December 28, 2000, and having a liquidation preference when issued of $109,000,000 and bearg a cumilative compoundig dividend at the rate of 15% per anum
of the liquidation preference amount.

2.90 ''Pority Non-Tax Clai" mean that porton of any Clai entitled to priority in right of
payment under sections 507(a)(2), (3), (4), or (6), of

the Banptcy Code.
the kid specified in

2.91 ''Pority Tax Clai" mean a Clai ofa governenta unt of section 507(a)(8) of

the Banptcy Code, but excludes that portion of a Clai to the extent it is a

Secured Clai.

2.92 ''Pro Rata" mean: (i) in the case of a Class, the proporton tht the amount of an

Alowed Clai in a parcilar Class bear to the aggegate amount of al Alowed Clai in such Class and, (ii) in the case of a parcilar tye of Clai or Equity Interest, the proporton the amount of an Alowed Clai or Alowed Equity Interest of a parcilar tye bear to the aggregate amount of all Alowed Clais, or Alowed Equity Interests, as the case may be, of such tye.
2.93 ''Record Date" mean the date the clerk of docket an order approving the Disclosure Statement pursuat to section 1125 of

the Banptcy Cour enters upon the

the Banptcy Code.

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2.94 "Reintated or Reintatement" mean (a) leavig untered the legal, equtable and
contrctu rights to which a Clai entitles the holder of such Clai in accordace with section 1124 of
the Banptcy Code, or (b) if applicable under section 1124 of

the Banptcy Code: (i) curg all

prepetition and postpetition defailts other th defailts relatig to the inolvency or ficial condition

of a Debtor or its statu as a debtor under the Banptcy Code; (ii) reintating the matuty date of the Clai; (ii) compensatig the holder of such Clai for daages incured as a resut of its reasonable
reliance on a provision alowing acceleration; and (iv) not otherwe alterig the legal, equtable and

contrctu rights to which the Clai entitles the holder thereof
2.95 ''Reiection List' mean a list, if any, fied by the Debtors not less than ten (10) business

days prior to the Confation Hearg settg fort the leases and contracts the Debtors are rejectig the Banptcy Code, which Rejection List shal be served under ths Plan pursuat to section 365 of
upon the non-Debtor par to each lease or contract described therein

2.96 ''Reorganed Coram mean Coram, Inc., a Delaware corporation, as reorganed and as successor to Coram, pursuat to the Plan and Confation Order.
2.97 ''Reorganed Coram Board of Directors" mean the board of diectors of

Reorganed

Coram on and afer the Effective Date.

2.98 "Schediles" mean the schedu1es of assets and liabilties and the statement of affais
filed by the Debtors with the Banptcy Cour as amended from time to tie.
2.99 "Secured Claim" mean, pursuant to section 506 of

the Banptcy Code, that portion

of a Claim tht is secured by a valid, perfected and enforceable securty interest, lien, mortgage or other

encumbrance that is not subject to avoidace under applicable banptcy or non-banptcy law, in
or upon any right, title or interest of the Debtors in and to propert of the Estate, to the extent of the the relevant determation date, and includes any the holder's interest in such propert as of value of
Claim that is: (i) subject to an offset right under applicable law; and (ii) a secured clai agait a Debtor
pursuant to section 506(a) and 553 of

the Banptcy Code.

2.100 "Securties Exchage Agreement" mean the Securties Exchange Agreement dated as
of

May 6,1998 between Coram and CHC, and Cerberus Parers, L.P., Goldman Sachs Credit

Parers, L.P., and Footh Capita Corporation, as subsequently amended.

2.101 "Series A Notes" mean the Series A Senior Subordiated Notes issued by Coram and

guteed by CHC pursut to, among other documents, the Securties Exchange Agreement in the $150,000,000 and origially due May 2001. aggregate origial pricipal amount of

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2.102 "Series B Notes" mean Series B Subordiated Convertble Notes issued by Coram

and guteed by CHC puruat to, among other documents, the Securties Exchage Agrement in
the aggregate origi pricipal amount of

$87,922,213 and subject to redemption.

2.103 "Service" mean the Intern Revenue Servce.

2.104 "Shareholder Agreement" mean the Shaeholder Agreement to be executed by the
recipients of the New Cora Stock on the Effective Date, which sha

lit trferrg such stock in a

maner tht it wou1d become held, diectly or indiectly, by a physician or famy member of a physician uness indiectly owned by a physician though a publicly traded company with stockholder equity in
excess of

$75 mion, which sha be in the form set fort in the Plan Supplement.
2.105 "Sub-Class" mean a category of

holders of Clais that is a subset of a Class, as established puruant to Sections il and IV of the Plan.
2.106 "Subsequent Distrbution Date" mean the dates begig six (6) month afr the
Effective Date and on the same date (or if

such date is not a Business Day, then the subsequent

Business Day) of each month thereafter.

2.107 "Tax Code" mean the Internal Revenue Code of 1986, as amended.

2.108 "Tax Note" mean a promissory note delivered to a holder of an Alowed Tax Clai
providig for equa cash payments, made semi-anually, commencing on the fit anversar of

the date

of the assessment of such a Tax Clai over a period not exceedig six (6) years aftr the date of assessment of such Tax Clai which is the subject of the relevant Alowed Priority Tax Clai. Each Tax Note shall include simple interest at the rate of9 % per anum from the Effective Date.

2.109 "34 Act" mean the Securties Exchange Act of 1934, as amended.

2.110 "Unsecured Clais Reserve" mean a reserve established to hold, in one or more segregated accounts to be established by the Debtors or the Plan Admstrator the CHC General Unsecured Consideration, which wi be maitaed in trt for holders of Alowed CHC Genera Unsecured Clais in Class CHC 2, plus, in the event Class CHC 2 votes to accept ths Plan by the
requisite majorities applicable, the CHC Noteholder Consideration (in such event creatig an aggregate

Unsecured Clai Reserve in the amount of $3 mion), plus in the event the Debtors are unuccessfu in the Absolute Priority Litigation, the Eqty Interest Consideration (in such event creatig an aggregate

Unsecurd Clai Reserve in the amount of$12 mion).
ARTICLE il
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RULES OF CLASSIFICATION
3.1 Genera Ru1es of Classifcation

3.1.1 Al Clais and Equity Interests, other th Admtrtive Clai and Prority
Tax Clai, if any, have been classifed in the Classes set fort below. In accordace with section the Banptcy Code, Admstrtive Clais and Tax Prority Claim are not impaied 1123(a)(1) of
under the Plan, and therefore, in accordace with section 1123(a)(3) of

the Banptcy Code, have not

been classified and thus are excluded from the Classes set fort below.

3.1.2. A Clai or Equity Interest is classifed in a parcu1ar Class only to the extent
that the Clai or Interest fal with the description of tht Class and is classifed in other Class( es) to

the extent tht any remaider of the Clai or Equity Interest fals with the description of such other
Class( es). Unless otherwse provided, to the extent a Clai or Equity Interest quaes for inclusion in a

more specificaly defied class and a more generay defied class, it sha be included in the more

specificaly defied class.

3.1.3 A Clai or Equity Interest is also classifed in a parcilar Class for the purose of receivig Distrbutions purt to the Plan only to the extent tht such Clai, or Equity Interest: ( a) is an Alowed Clai or an Allowed Equity Interest, as the case may be, in tht Class and (b) such
Claim or Equity Interest, as the case may be, has not been paid, released, or otherwise settled prior to the Effective Date.

3.2 Undersecured Claims Against Any Debtor To the extent tht the amount of an Alowed Clai is greater than the value of the collatera securg such Clai as of the applicable valuation date, subject to section 1111 (b) of the Banptcy Code, such Claim is classified in both a Secured Claim Class for the secured portion of such Claim and a General Unsecured Clai Class for
the excess of such Claim over the value of the collateraL.

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3.3 Separate Classifications The Clai and Equity Interests againt each Debtor are

separtely classified.

ARTICLE IV

CLASSIFICATION OF CLAIS AN ALLOWED EOUIY INERESTS

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4.1 Al Clai and Alowed Interests, other th Admstrtive Clai and Prority Tax
Clais, are classified into the followig Classes pursut to section 1 i 23 (a) of

the Banptcy Code:

4.2 CHC
Class CHC P:

Class CHC P consists of all Alowed CHC Prority Non-Tax

Cl

Class CHC 1:

Class CHC 1 consists of all Alowed CHC Secured Clais.
Class CHC 2 consists of all Allowed CHC General Unsecured

Class CHC 2:

Clais.
Class CHC 3:

Class CHC 3 consists of all Allowed CHC Notes Clais.
Class CHC 4 consists of al Alowed CHC Equity Interests.

Class CHC 4:

4.3 Coram
Class Coram P: Class Coram P consists of all Allowed Coram Priority Non-Tax

Clais.
Class Coram i: Class Cora i consists of all Alowed Coram Secured Claims.

Class Coram 2: Class Coram 2 consists of all Allowed Coram Genera Unsecured

Cla

Class Coram 3: Class Coram 3 consists of all Allowed Coram NotelPreferred
Stock Claims.

Sub-class Coram 3A: Sub-class Coram 3A is a subset of Class Coram 3 and consists of al Alowed Cora Notes Claims.
Sub-class Coram 3B: Sub-class Coram 3B is a subset of Class Coram 3 and consists of all Alowed Cora Preferred Stock
Interests.

Class Coram 4: Class Cora 4 consists of al Alowed Coram Equity Interests.

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ARTICLE V

IMAINT OF CLAIS OR ALLOWED EOUIY INTERESTS
5.1 The Classes of Clai and Interests tht are impaied under the provisions of ths Plan are Classes CHC 2, CHC 3, CHC 4, Cora 3, and Coram 4. The Debtors are solicitig acceptaces Claims and Equity Interests in Classes CHC 2, CHC 3, CHC 4, and to the Plan from the holders of Coram 3.
The Debtors are not solicitig acceptaces from the holders of Equity Interests in Class Coram

4 because tht Class will receive no distrbution of propert under the Plan and is deemed to reject the
Plan pursuat to section 1126(g) of

the Banptcy Code.

The Debtors are not solicitig acceptaces from the holders of Clais in Classes CHC P, CHCl, Coram P, Coram I and Coram 2 because those classes are unpaired and are conclusively
presumed to accept the Plan pursuat to section 1 I 26(f) of

the Banptcy Code.

ARTICLE VI

TREATMENT OF UNCLASSIFIED CLAIS
6.1 Admstrtive Clais.

Admstrative Claims are not classified under the Plan. In accordace with section the Banptcy Code, each holder of an Allowed Admstrative Clai shall receive the full amount of its unpaid Alowed Admstrtive Clai (i) in cash on the Effective Date or (ii) on such
I I 29(a)(9) of

other terms as mutully agreed to by the holder of an Alowed Admstrtive Clai and the Debtors; provided, however, tht Alowed Admstrtive Clais representig (a) post-Petition Date liabilties
incured in the ordiar coure of

business, or (b) post-Petition Date liabilties arsing under loan or business, shall be paid in advances to any Debtor(s), whether or not incured in the ordiar course of
accordace with the term and conditions of the parcilar tractions relatig to such liabilties and any
agreements relatig thereto; provide!! fuer, however, tht admstrtive clais of

the United States

Trustee pursuat to 29 US.C. § 1930(a)(6) shall be paid in accordance with the applicable schedile

for payment of such fees, provided, fuer, however, tht interi and/or fi payment of Alowed Admstrtive Clais approved by the Banptcy Cour shall be paid in accordace with such Banptcy Cour approval; provided, fuer, however, tht notwithtadig any other provision
contaed in ths section, DIP Clai sha be paid in accordace with the term of the DIP Facilty, the

the Plan, and; provided, fuer, however, tht compensation and reimburement clais shall be paid in accordace with section 6.1.2 of the Plan.
DIP Order, and section 6.1. of

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6.1.1 DIP Clai
DIP Clai sha be paid in accordace with the term of

the DIP Facilty and the DIP

Order, givig due regard and fuy enforcing al priorities, "superpriorities," and liens grted in favor of
the DIP Lenders. Upon payment in fu of the DIP Clais, the DIP Lenders sha release any and al

liens agait and securty interests in the Debtors' and the Estates' propert, the DIP Facility shall be deemed termated, and the obligations of the Debtors and Reorganed Cora thereunder shall be

canceled.
6.1.2 Compensation and Reimbursement Claims

Al persons or entities tht are awarded compensation or reimbursement of expenses by the Banptcy Code, or entitled to the Banptcy Cour in accordance with section 330 or 331 of the the priorities established pursuatto section 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of

Banptcy Code, shall be paid in ful, in Cash, the amounts allowed by the Banptcy Cour (a) on or
as soon as practicable followig the later to occur of (i) the Effective Date and (ii) the date upon which

the Banptcy Cour order allowing such Clai becomes a Fin Order or (b) upon such other terms as may be mutuy agreed upon between such holder of an Alowed Admstrtive Expense Clai and
the Debtors or Reorganed Cora.
6.2 Pronty Tax Claim

Priority Tax Claim are not classifed under the Plan. In fu satisfaction, payment and
discharge of its Priority Tax Claim, and in accordace with section I I 29(c)(9)(C) of

the Banptcy

Code, each holder of an Allowed Priority Tax Clai shal receive (i) payment, in Cash, of the fu

amount of such holder's Prority Tax Clai, (ii) a Tax Note equa to the fu amount of such holder's Priority Tax Clai, (iii) a combintion of Cash and a Tax Note, or (iv) on such other terms as mutully agreed to by the holder of an Alowed Prority Tax Clai and the Debtors or Reorganed Cora. Any clai or demand for fies or penaties relatig to a Prority Tax Clai shall be disalowed, and the holder of an Alowed Priority Tax Clai shal not assess or attempt to collect such penalty from the
Debtors or the Reorganzed Coram.
6.2.1 Pass-though of

Intern Revenue Servce Clais

Notwthtadig any other provision in the Plan, or Confation Order, any rights and
clais (whether liquidated, or contigent) of

the United States Intern Revenue Service sha not be

discharged, impaired, or adversely affected by the Plan or Confation Order in these cases (except as set fort in ths paragraph). Intead, except as otherwise agreed to by the Internl Revenue Service

(the "Servce") and Reorganed Cora, the Debtors' liabilties due the Servce, (i) shal be determed

and resolved in the same maner and by the same admstrtive process or judicial trbunal in which such rights or clais wou1d have been determed, resolved or adjudicated had the Cases not been
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commenced and (ii) sha be paid as if the Cases had not been commenced, other than with respect to any liabilties owig to the Service which wou1d otherwse be classifed as Prority Tax Clai under th

Plan puruat to 11 US.C. § 507(a)(8), which clai shall be paid in fu over a period of six year
from the date of assessment in equal quaerly intallents for quaers endig (3/30, 6/30, 9/30, 12/31)
at the rate of

interest provided under 26 US.C. § 6621 (a), without regard to 26 US.C. § 6621(c).
the fit quaer followig assessment (whichever is later) and each intaent

The fit such quaerly intaents shal be paid so as to be received on or before September 30,
2002, or at the close of

thereafter shall be paid so as to be received at the close of each subsequent quarr. In the event the

Debtors or any successor in interest fai to make a tiely intaent payment, the Service sha make a
wrtten demand for such payment. If the payment has not been received with 14 days from the date
such demand is maied (other th as a resilt of a good faith dispute as to liabilty), then the Debtors or
the successors in interest sha be in default. In the event of defailt, the enti deferrd liabilty shal

become due and payable imediately and the Servce may make a wrtten demand for payment and
collect any such unpaid liabilties though the admstrtive collection provisions of

the Tax Code.

ARTICLE vn

TREATMENT OF CLASSIFIED CLAIS AND EOUITY INTERESTS
7.1 Treatment of Class CHC P

(Alowed CHC Priority Non-Tax Claims)
In ful satisfaction, payment and discharge of its Priority Non-Tax Clai, and in accordace
with section I 129(a)(9) of

the Banptcy Code, each holder of an Allowed CHC Priority Non-Tax

Clai shall receive payment in fu, at the option of the Debtors, (i) in Cash on the Effective Date, or (ii)

such other treatment as will render such Alowed CHC Priority Non-Tax Claim unpaired.
Class CHC P is unpaied under the provisions of

the Plan.
Clais in Class CHC P.

The Debtors are not solicitig acceptaces from the holders of

7.2 Treatment of

Class CHC I

(Allowed CHC Secured Claims)

In fu satisfaction, payment and dischage of its Alowed CHC Secured Clais, each holder of the Debtors, (i) payment in fu in an Alowed CHC Secured Claim, if any, shall reeive, at the option of
Cash on the later of the Effective Date or the date such Clai becomes an Alowed Clai, or (ii) such

other treatment as wi render such Alowed CHC Secured Clai unpaied.
Class CHC 1 is unpaid under the provisions of the Plan.

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The Debtors are not solicitig acceptaces from the holders of Clais in Class CHC i.
7.3 Treatment of Class CHC 2

(Alowed CHC General Unsecured Clais)
(a) If

Class CHC 2 votes to accept the Plan by the majorities requied by section 1126(c)

of the Banptcy Code, each holder of an Alowed CHC General Unsecured Clai, in fu

satisfaction, payment and dischage of its Alowed CHC General Unsecured Clai, sha receive its Pro

Rata Share of (i) the CHC General Unsecured Consideration and (ii) the CHC Noteholder Consideration.

(b) If Class CHC 2 fails to accept the Plan by the majorities set fort in section 1126( c) of
the Banptcy Code, each holder of an Alowed CHC Genera Unsecured Clai sha receive, in fu

satisfaction, payment and dischage of its Alowed CHC General Unsecured CLai its Pro Rata share the Absolute Prority Litigation is ofthe CHC General Unsecured Consideration, provided however, if

commenced and the Cour is unwig to conf the Plan uness the CHC Equity Interest Consideration is fit made available to Class CHC 2, then each holder of an Alowed Clai in Class CHC 2 shal receive the lesser of (i) its Pro Rata share of$12 millon in cash (the CHC Genera
Unsecured Consideration plus the CHC Equity Interest Consideration), and (ii) an amount necessar to
cause such holder to be paid in fu.

(c) In order to provide the distrbution of the CHC General Unsecured Consideration and

the CHC Noteho1der Consideration afforded by subsections (a) and (b) above, (as applicable), the Coram NoteslPreferred Stock Claims (Class Coram 3) and CHC Notes Claims (Class holders of CHC 3) agree and shall be deemed to have authoried the Debtors to tranfer and distrbute the CHC Unsecured Consideration and/or the CHC Noteho1der Consideration, to which the holders of Coram NoteslPreferred Stock Claims wou1d have been legaly entitled, to the Unsecured Claims Reserve for the benefit of Class CHC 2.
Class CHC 2 is impaied under the provisions of

the Plan.

The Debtors are soliciting acceptaces from the holders of Claims in Class CHC 2.

7.4 Treatment of Class CHC 3

(Alowed CHC Notes Claims)

Each holder of an Alowed CHC Notes Clai, in fu satisfaction, payment and dischage of its Allowed CHC Notes Clai, shal receive its Pro Rata share of the CHC Noteho1der Consideration; provided, however, that if Class CHC 2 votes to accept the Plan by the majorities requied by section
1126(c) of

the Banptcy Code, then the holders of Alowed CHC Notes Claim shall be deemed to

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have waived the right to receive the CHC Noteholder Consideration, and sha have authoried the

Debtors to transfer and to distrbute the CHC Noteholder Consideration to the holders of Class CHC
2 Claims in accordace with section 7.3(c) of

the PLan and the holders of Alowed CHC Notes Clai

sha receive no distrbution from CHC under the Plan.
Class CHC 3 is impaied under the provisions of

the Plan.

The Debtors are solicitig acceptaces from the holders of

Claims in Class CHC 3.

7.5 Treatment of

Class CHC 4

(Alowed CHC Equity Interests)

Class CHC 4 votes to accept the Plan by the majorities requied by section 1126(d) of the Banptcy Code, each holder of an Alowed CHC Equity Interest, in fu and complete satisfaction, redemption, and dischage of its Alowed CHC Equity Interest, which sha be deemed the CHC Equity Interest Consideration, canceled and extigushed, sha receive its Pro Rata Shae of provideg, however, if the Absolute Prority Litigation is commenced and the Banptcy Cour ries
(a) If

with respect to the Absolute Priority Litigation tht the proposed distrbution of the CHC Equity

Interest Consideration to Class CHC 4 otherwise wou1d render the Plan unconfable, the CHC
Equity Interest Consideration (and the CHC Genera Unsecured Consideration) sha be used to satisfy Allowed CHC General Unsecured Clais in accordace with section 7.3(b) of the Plan, with the

balance, if any, used for distrbution to the Alowed CHC Equity Interests.
(b) In order to provide the distrbution of the CHC Equity Interest Consideration afforded
by subsection (a) above, if it shou1d become applicable, the holders of

the Coram NoteslPreferred

Stock Claims (Class Coram 3) agree and shall be deemed to have authorized the Debtors to trfer

and distrbute the CHC Equity Interest Consideration, to which the holders of Cora NoteslPreferred

Stock Claims wou1d have been legally entitled to the holders of Alowed CHC Equity Interests, for the benefit of Class CHC 4.

(c) If Class CHC 4 fails to accept the Plan by the majorities set fort in section 1126( d) of
the Banptcy Code, holders of Alowed CHC Equity Interests shal receive no distrbution nor reta

any legal, equitable, or contrctu rights in respect of their CHC Equity Interests, which sha be
deemed canceled and extigushed.

Pursuant to the foregoing, holders of Allowed CHC Equity Interests wil not receive a

distribution in respect of their interests if Class CHC 4 does not vote to accept the Plan.
Class CHC 4 is impaied under the provisions of

the Plan.

The Debtors are soliciting acceptaces from the holders of

Equity Interests in Class CHC 4.
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7.6 Treatment of Class Cora P

(Alowed Cora Priority Non-Tax Claim)

In fu satifaction, payment and dischage of its Prority Clai, and in accordace with section 1129(a)(9) of the Banptcy Code, each holder of an Alowed Cora Priority Non-Tax
Clai sha receive payment in fu, at the option of

the Debtors, (i) in cash on the Effective Date, or (ii)

such other treatment as wi render such Alowed Coram Prority Non-Tax Clai unpaied.
Class Coram P is unpaid under the provisions of the Plan.
The Debtors are not solicitig acceptaces from the holders of

Claims in Class CHC P.

7.7 Treatment of Class Coram 1

(Alowed Coram Secured Clais)

In fu satisfaction, payment and discharge of its Alowed Cora Secured Clai, each

holder of an Alowed Coram Secured Clai, if any, shal receive, at the option of the Debtors, (i) payment in fu in Cash on the later of the Effective Date or the date such Clai becomes an Alowed Clai, (ii) Reintatement, or (ii) such other treatment as wil render such Alowed Cora Secured
Clai unpaired.

Class Coram I is unpaied under the provisions of the Plan.

The Debtors are not soliciting acceptaces from the holders of Clais in Class Coram 1.
7.8 Treatment of

Class Coram 2

(Alowed Cora General Unsecured Claims)
In fu satisfaction, payment and discharge of its Alowed Cora Genera Unsecured

Claim, each holder of an Alowed Cora General Unsecured Clai not otherwise paid prior to the
Effective Date shall receive, at the option of Cora or Reorganed Cora, (i) payment in fu in Cash

on the later of the Effective Date or the date such Clai becomes an Alowed Clai, (ii) Reintatement, or (ii) such other treatment to render such Allowed Coram General Unsecured Clai unpaied.
Class Coram 2 is unpaid under the provisions of the Plan.
The Debtors are not solicitig acceptaces from the holders of Claims in Class Cora 2.

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7.9 Treatment of Class Coram 3

(Allowed Coram NoteslPreferred Stock Claims)

In fu satisfaction, payment and dischage of its Alowed Coram NoteslPreferred Stock Clais, each holder of an Allowed Cora Notes/Peferred Stock Clai shall receive its Pro Rata share ofthe New Coram Stock and/or the New Secured Notes, in accordace with its Sub-Class, as set fort below.

Sub-Class Coram 3A: In fu satisfaction, payment and dischage of its
Allowed Coram Notes Claim, each holder of an Alowed Cora Notes Clai shall receive its Pro
Rata share of New Secured Notes in an amount equal to the fu amount of

the Alowed Cora Notes

Clai.
Sub-Class Coram 3B: In fu satisfaction, payment and dischage of its Allowed Coram Preferred Stock Interests, each holder of an Alowed Coram Preferred Stock Interest shall receive its Pro Rata share of (i) all New Secured Notes remaig afer the distrbution to SubClass Coram 3A, and (ii) the New Coram Stock.

Class Coram 3 is impaied under the provisions of the Plan

The Debtors are solicitig acceptaces from the holders of Allowed Cora Notes/Peferred Stock Claims in Class Coram 3.

Class Coram 3 wil be treated as a single Class for voting puroses, and the Debtors reserve the right to realocate the treatment of the Sub-Classes with Class Cora 3.

7.10 Treatment of Class Coram 4

(Alowed Cora Equity Interests)
The holder of the Alowed Coram Equity Interests sha receive no distrbution nor

retain any of its legal, equitable, or contrctu rights in respect of its Cora Equity Interests, which
shall be deemed contrbuted to, and vest in, Reorganed Coram.

Class Coram 4 is impaired under the provisions of the Plan, which Class is deemed to have
rejected the Plan.

The Debtors are not solicitig acceptaces from the holders of Clais in Class Cora 4.

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ARTICLE VI ACCEPTANCE OR REJECTION OF THE PLAN
8 .1 Votig. Acceptace of the Plan by a Claimant shal be deemed to be a consent to al
provisions of the Plan and to the treatment thereunder for such holder and for al other Claimants.
8.2 Classes Entitled to Vote. Ony holders of Alowed Clai and Equity Interests as of

the Record Date, in impaired Classes receivig distrbutions under the Plan are entitled to vote on the
Plan. Accordigly, each Claiant holdig an Alowed Claim in Classes CHC 2, CHC 3, CHC 4, and

Cora 3 and Coram 4 shal be entitled to vote to accept or to reject the Plan. Al Claiants entitled to vote to accept or to reject the Plan shal vote by properly executig and tiely retug a Balot, in
accordace with the order of the Banptcy Cour approving the solicitation materials and the balotig

procedures approved by the Banptcy Cour.
8.3 Acceptace by Impaired Classes. Consistent with section 1126(c) of Code and except as provided in section I

the Banptcy

126( e) of the Banptcy Code, a class of Clais sha have

accepted ths Plan if ths Plan is accepted by at least two-thds (%) in dollar amount and more th holders of the Alowed Clai of such class tht have tiely and properly one-haf (Yi) in number of
voted to accept or to reject ths Plan. Consistent with section I except as provided in section 1 I 26(e) of the Banptcy Code, a class of I 26(d) of

the Banptcy Code and

Equity Interests shal have

accepted ths Plan if ths Plan is accepted by at least two-thds (%) in amount of the Alowed Equity Interests of such class that have tiely and properly voted to accept or to reject ths Plan.

Right to Withdrw Plan The Debtors reserve the right to modify or 8.4 Reservation of revoke and withdrw the Plan at any time before the Confination Date or, if the Debtors are for any reason unble to consate the Plan afer the Conftion Date, at any tie unti the Effective Date. Each of the Debtors reserves the right to proceed to seek confiration of the Plan with respect to it,

notwthtadig tht Confation is not sought nor grted with respect to the other Debtor.

8.5 Nonconsensl Confation. The Debtors request that the Banptcy Cour conf
129(b ) of the Banptcy Code, notwithstadig the deemed rejection of the Plan pursuant to section I the Plan by Class Coram 4. In the event tht any other impaied class( es) of Clais or Equity Interests
shall fail to accept ths Plan in accordace with section 1 I 26(a) of

the Banptcy Code, the Debtors

shall request that the Banptcy Cour conf ths Plan in -accordace with the "cra down" 129(b) of the Banptcy Code with respect to such rejecting impaied provisions of section I
Class( es ).
8.6 Elition of Classes. Any Class in which there are not any alowed Clais or Clai

temporary Alowed for votig purses as of the date of the commencement of the Confation
Hearg shal be deemed deleted from the Plan for purose of considerig the of the Plan under section I

acceptace or rejection

129(a)(8) ofthe Banptcy Code.
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ARTICLE IX

DISTRIUTIONS UNER THE PLAN
9.1 Distrbutions. Except as otherwse provided in the PLan al Distrbutions under the Plan

shall be made by the Debtors or a Disburing Agent, if any, to holders of Alowed Clais and Alowed
CHC Equity Interests, or their designees, at their Most Recent Addresses. The Debtors shall make an

intial distrbution on the Effective Date or as soon thereafter as is reasonably practicable to al holders of Alowed Claims as of the Effective Date. Thereafer, Distrbutions on account of Alowed Clai shal be made on the fist Subsequent Distrbution Date tht is at least ten (10) Business Days aftr a

Clai tht was not an Alowed Clai becomes an Alowed Clai.
9.2 Disburin~ Agent. Subject to approval by the Banptcy Cour, an entity, if any, designated by the Debtors 10 days prior to the Confation Hearg, sha serve as Disbursing Agent and shall distrbute to the holders of Alowed Clai and Alowed CHC Equity Interests propert to be distrbuted under the Plan, in accordace with the provisions of the Plan applicable Banptcy Riles and such other term mutuy agreed to by the Disburing Agent and Reorganed Cora.
9.3 Distrbution of Cash Distrbutions and trfers of Cash caled for under ths Plan sha
be made on the Effective Date, except that with respect to Clais tht are Disputed Clais on the

Effective Date, distrbutions sha be made on Subsequent Distrbution Dates unti there are no longer
any Disputed Claims as to which Cash payments are requied under the Plan. Al distrbutions of Cash

under the Plan may be made either by check or by wire tranfer, at the option of the Debtors,

Reorganed Coram, or the Plan Admstrtor.
New Coram Stock and New Coram Secured Notes. Distrbutions and New Coram Stock and New Coram Secured Notes under this Plan shall be made on the transfers of New Effective Date. Cora and Reorganed Cora reserve the right to delay any distrbution of
9.4 Distrbutions of unti it is reasonably satisfied tht such distrbution wi not resut in a violation of

Coram Stock or New Secured Notes to any holder of Allowed Coram NoteslPreferred Stock Claims any statute or reguation

applicable to Reorganed Cora's business.

9.5 Setoffs. The Debtors and Reorganed Coram may, but shal not be requied to, set off againt any Clai or Equity Interest and the payments or distrbutions to be made puruat to the Plan in respect of such Clai or Equity Interest, any clai of any natue whatsoever the Debtors or the
Reorganed Coram may have agait the holder thereof, but neither the faiure to do so nor the

alowance of any Clai hereunder, for votig puroses or otherwse, shal constitute a waiver or release
by the Debtors or the Reorganed Cora of any such clai.
9.6 Distrbution of Unclaied Propert. Any distrbution of

propert (cash or otherwse)

under the Plan which is unclaied after two (2) year followig the Effective Date sha be forfeited to,
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and vest in Reorganed Cora. Any holder of an Alowed Clai and Alowed Equity Interest tht
does not assert a clai puruat to the Plan for an undelivered or undeliverable distrbution to be made

by a Disburing Agent with th two (2) year period wi be forever bared from assertg any such clai agait the Debtors, Reorganed Cora or their respective propert.
9.7 Compliance With Tax ReClements.

9.7.1 In connection with the PLan to the extent applicable, each Disbursing Agent wi
comply with al Tax Code reportg requements imposed upon it by any governenta unt with

respect to any and all distrbutions puruat the Plan and wi be authoried to tae any actions tht may be necessar or appropriate to comply with such reportg requiements.
9.7.2 Notwithtadig any other provision of

the Plan each entity receivig a

distrbution of cash purt to the Plan wi have sole and exclusive responsibilty for the satisfaction

and payment of any Tax Code obligations imposed upon it by any governenta unt on account of such

ditrbution.
9.7.3 To the extent (and only to the extent) requied by applicable law, any

applicable

federal, state or local witholdig taes may be deducted by the Debtors, Reorganed Coram, or the Plan Admstrtor from any payments or other Distrbutions made in respect of Alowed Clai.

9.8 De Mi Distrbutions. No cash payment ofless than $10.00 shall be made to any
holder of an Alowed Claim or Alowed Equity Interest uness such holder so requests in wrtig to the Debtors. Absent a request, such fuds shal be distrbuted as if they are Distrbutions of unclaied
propert in accordace with the provisions of section 9.6 of the Plan.
9.9 Fractional Interests. Fractional interests in New Cora Stock shall not be distrbuted.
Notwithtadig any other provision in the Plan, only whole numbers of shaes of

New Cora Stock

shall be issued to holders of Alowed Clais (who are otherwse entitled to receive New Coram Stock). When any distrbution on account of an Alowed Clai wou1d resut in the issuace of a New Cora Stock that is not a whole number, the actu distrbution of such New number of shaes of
Cora Stock shal be rounded to the next lower whole number. Any frctiona interests in New Coram Stock that are alocated for distrbution to holders of Alowed Clais shal be deemed contrbuted to the Reorganed Debtors.

9.10 Obiections to and Estiation of Clais: Prosecution of Disputed Clais. The Debtors, Reorganed Coram and the Plan Admstrtor reserve the right to object to the allowance of al

Clai and Eqty Interests, includig any Clai listed in the Schedu1es or fied with the Banptcy
Cour with respect to which they diute liabilty in whole or in par and the chacterition of a Clai

as secured or unecured; subject to fuer extension by the Banptcy Cour with or without notice, al objections to the alowance of Clais shal be fied with the Banptcy Cour on or before the date
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tht is sixty (60) days afer the Effective Date. Al objections sha be litigated to Fin Order; provided
however, tht the Debtors and Reorganed Cora and the Plan Admstrtor may compromise, settle, withdraw or resolve by other method approved by the Banptcy Cour, any such objections to Claim provided, however, tht only the Debtors and Reorganed Cora shal have the right to

compromise, settle, withdraw or resolve objections to Admstrtive Clais, Prority Non-Tax Clai, Priority Tax Clai and Secured Clai. The Debtors, Reorganed Cora and the Plan Admstrtor may, at any tie, request tht the Banptcy Cour estiate any contigent or
unquidated Claim pursuat to section 502( c) of the Banptcy Code, regardless of whether the
Debtors previously objected to such Clai or whether the Banptcy Cour ha rued on any such objection. The Banptcy Cour shal reta jursdiction to estiate any such contigent or

unquidated Clai at any tie dug litigation concerng any objection to any CLai includig dug
the pendency of any appeal relatig to any such objection. In the event tht the Banptcy Cour
estiates any contigent or unquidated Clai that estited amount sha constitute either the amount

of such Clai or a maxum litation on the amount of such Clai, as determed by the Banptcy
Cour, to the extent permssible under the Banptcy Code. If the estiated amount constitutes a maxum litation on the amount of such Claim, the Debtors, Reorganed Cora or the Plan Admstrtor may elect to pure any supplemental proceedigs to object to any u1tiate payment or
distrbution on such Clai.

9.11 Payments and Distrbution on Disputed Claim. Notwthtadig any provision in the Plan to the contrar, no parial payments and no paral distrbutions shal be made with respect to a Disputed Clai unti such Claim becomes an Alowed CLai in whole or in par. On the fit Subsequent Distrbution Date that is at least ten (10) Business Days afer a Disputed Clai (or porton
thereof) becomes an Alowed Claim, the holder of such Alowed Clai sha receive al payments and/or distrbutions to which such holder is then entitled under the Plan.
9.11.1 If Disputed Clais exist in Class CHC 2, the Disbursing Agent or the Plan

Admstrator shal hold in reserve, for the benefit of each such holder of a Disputed Clai, Cash in an
amount equal to the distrbutions which wou1d have been made to the holder of such Disputed Clai, if

it were an Alowed Clai on the Effective Date, in an amount equal to the lesser of (i) the amount of the

Clai fied with the Banptcy Cour or, if no Clai was fied, the amount listed by the Debtors in the
Schedu1es as not disputed, contigent or unquidated, or (ii) the amount, if any, estiated by the

Banptcy Cour puruat to section 502( c) of the Banptcy Code, provided tht in connection with such estiation, the Banptcy Cour enters a fi order settg such estite as the maum amount
of such Clai for puroses of th Plan. If a Disputed Claim in such a Class becomes an Alowed
Clai, on the fist Subsequent Distrbution Date that is at least ten (10) Business Days aftr such

alowance, the Disburing Agent sha issue to the holder thereof the amount of Cash to which such holder is entitled under the proviions of ths Plan had such Clai been an Alowed Clai as of the
Effective Date. If a Dispute Clai in any such Class is disaowed in whole or in par purt to a

fial order, on the fist Subsequent Distbution Date tht is at least ten (10) Business Days afr such disalowance, Reorganed Coram shal (a) fit, reallocate Cash tht had been reserved on account of
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such disallowed Disputed Clai to the holders of then Alowed and Disputed Clai in such Class, and
(b) second, distrbute to each holde