Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR
. DEe 1.

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23 14: 4': r;; L.Ur'n:' ,._.._...-

TII AMENDMENT TO EMPLOYMENT AGREEMENT
nrs TlnRD Ai\1ND~-iENT TO E.MPLOYMENT AGREËMENT (the
('Amendment") is made as of ffPfIul: "; . J 2000, by and between Cora Healthcare

Corporation, a Delaware coiprauon (the "Company''), and Då..iiel D. Crowley ("Executive").

RECITALS

A. The paries previo:i;ly made and executed that certin Employment
Agreement, effective November 30, 1999, tht was subsequently amended effective as of

Nove~ber 30, 1999 arid as of April ó, 2000 (collectively, the "Employment Agreement").

B.
forth herein.

Each of the paries desires to amend the Employment Agreement as set

NOW, THEREORE, in consideration of the premses set fort above and th~ covenants contained herein wd other good and valuable consideration, the receipt and sufficiency of whic.l- are hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Amendment. Secton 3m of the Employment Agreement is hereby
amended by deleting such secton in.its er.r~ty and replacip,g it.'\yitt the following provision:
In addition to the Base Salary and any other bonuses payable under the Agreement, Executive shall also ear a success' bonus in the amount of
S 1,800,000 (the "Success Bonus"), upon confiation of a plan of reorganization
of

the Company and its subsidiary Coram, Inc. (HCr' lÌ1ai.has been confirmed by

this Board of Directors that inchdes a "Refinancing" (as that term is defined
below) of t1e Company's "Principal Debt Instents" (as that term is defined

below). Such Success Bonus shall be paid im.l1ediately upon the effective date of
such plan ofreorganizition from Free Cash or any cred.t instrent to which the

Company is a pary and from wr~ch the Company may borrow fuds as' of the
time such success bonus is due.

The term "Prncipal Debt Instri;ents" -sall mean (a) the Revolving Credit
Facility; and (b) that certain Secdties Exchange Agreement, dated as of May 6,
1998, as amended, by and between the Company; Coram. Inc.; Cerberus parers,

L.P.; Goldman Sachs Credit par~m, L.P.; and Fopthill Capital Corporation and
the Series A and Series B Notes issued pursuant thereto. . .

The term "Refinancing" shall met."1 a transactio~"or series of related transactions

approved by the Company's Bo.ad of Directors tht provides for either: (a) the
conversion of some or all of the Principal Debt Instrents. into a combination of

new debt instrents 2.id shres of common or prefered. stock issued by the
Company 0, CI; or (b) the conversion of

the Principal Debt Instruments into new

debt instruments issued by the Company or CI. ': . .
together constitute one and the . . 'f.. CounterarS. .Tr-is Amendment n:ay be executed in separate counterpars,
each ~f which is aeemed to b~ an ongm~l a.r¡d all ofwhich taken.

same intrment.

Cl

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_ DEe i' ;-¿¿; J.'l..... '" ..~.~...

..
3. . Miscellaneous. Except as expressly amended by ths Amendment the

Employment Agreement shall continue in full force and effect in accord.ance with the provisions
thereof. As us'ed in the Employment Agreement. the terS uhereinafter," "hereto/' hereof, and

. other words of sirlar import shall, unless the context otherwise requires, mean ile Employment

Agreement as amended by this Amendment. In the event ofand the termsor inconsistency the Employment Agreement any confict and conditions of between the terms and conditions of ths Amendment shall control. All terms appearng
tliis Amendment, the terms and conditons of

in this Amendment with intiaJ capitalization shall have the meanings ascribed to them in the

Agreement. unless otherwse defied herein. .
IN WITNESS WHREOF, the pares hereto have executed this Amendment as of'he
date first above written.

CORA HEAL THCARE CORPORATION

By.
Name:.:.o ff 1. /.r;"

Title: j.rifor vl~e. p. ,t,eJ ad .fWeldf

t.t.

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IN THE UNTED STATES BANUPTCY COURT
FOR THE DISTRICT OF DELAWAR
In re
CORJ HEALTH

) )

CAR CORP. and
Debtors.

)

Chapter 11

CORJ, INC.,

)
) )
Case Nos. 00-_ ( ) through 00-_ ( )

)
)

Jointly Administered

DEBTORS' JOINT PLAN PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Dated as of: August 8, 2000
KASOWITZ, BENSON, TORRS

& FRIDMAN LLP
David M. Friedman Adam L. Shiff Robert M. Novick the Americas 1301 Avenue of
New York,

New York 10019

(212) 506-1700
- and -

PACHULSKl, STANG, ZIEHL, YOUNG & JONES, P.c. Laura Davis Jones
919 North Market Street, 16th Floor

P.O. Box 8705 Wilmington, Delaware 19899-8705 (302) 652-4100
Co-couiisel to the Debtors and

Debtors in Possession

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TABLE OF CONTENTS
ARTICLE I RULES OF CONSTRUCTION................................... 1
ARTICLE II DEFINTIONS ............................................... 2

2.1. Administrative Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2. Aggregate Consideration Fund Claims ........................... 2

2.3. Allowed Administrative Claim .................................2

2.4. Allowed Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5. Allowed CHC Equity Interest ..................................3 2.6. Allowed CHC General Unsecured Claim .........................3 2.7. Allowed CHC Notes Claims ...................................3

2.8. Allowed CHC PriorityNon-Tax Claim. . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.9. Allowed CHC Secured Claims ................................. 3

2.10. Allowed Coram Equity Interest ................. . . . . . . . . . . . . . . . . 3
2.11. Allowed Coram General Unsecured Claim ..... . . . . . . . . . . . . . . . . . . . 3 Non-Tax Claim. . . .. . . .. . . . . .. . . .. ... . .. . 3 2.12. Allowed Coram Priority 2.13. Allowed Coram Note Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.14. Allowed Coram Secured Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.15. Allowed Equity Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 2.16. Allowed General Unsecured Claim .... . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.17. Allowed Secured Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.18. Allowed Priority Tax Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.19. Amended and Restated Certificate of Incorporation of Reorganized Coram. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.20. Amended By-laws of

Reorganized Coram ........................4

2.21. Avoidance Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.22. Ballot..................................................... 4 2.23. Bankptcy Code ............................................4 2.24. Bankptcy Court or Court ....................................4

2.25. Banptcy Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.26. Business Day ............................................... 5 2.27. Cases ..................................................... 5 2.28. Cash...................................................... 5 Incorporation ....................................5 2.29. Certificate of
2.30. Chapter 11 ................................................. 5 2.31. CHC..........................:............................ 5

2.32. CHC Generai Unsecured Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.33. CHC General Unsecured Consideration .......................... 5

2.34. CHC Noteholder Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2.35. CHC Notes Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 2.36. CHC Secured Claim. . . . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.37. Claim..................................................... 5 2.38. Claimant................................................... 5 2.39. Class...................................................... 5

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2.40. ConfI1Tation...................... ~ . . . . . . . . . . . . . . . . . . . . . . . . 6
2.41. ConfI1Tation Date ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.42. ConfI1Tation Hearing ........................................ 6

2.43. Confi1Tation Order ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.44. Coram..................................................... 6 2.45. Coram General Unsecured Claim ...............................6

2.46. Coram Note Claims ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.47. Coram Secured Claim' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2.48. Cure Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.49. Debtors..................................................... 6 2.50. Debtor-in-Possession......................................... 6

2.51. DJP Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2.52. DJP Facilities ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.53. DJP Lenders. . . . . . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 2.54. DJP Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2.55. Disbursing Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.56. Disclosure Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.57. 2.58. 2.59. 2.60. 2.61. Disputed Claim .............................................7 Distribution ................................................ 7 Effective Date ..............................................7 Estates .................................................... 7 Equity Interest .............................................. 7

2.62. Exit Financing Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.63. Face Amount ............................................... 8

2.64. Final Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.65. General Unsecured Claim ..................................... 8

2.66. Most Recent Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.67. 2.68. 2.69. 2.70. New Coram Stock ...........................................9 New Secured Notes .......................................... 9 Noteholder Group ...........................................9 Notes ..................................................... 9

2.71. Old Coram Board of

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

2.72. Person..................................................... 9

2.73. Petition Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.74. Plan........................................................ 9

2.75. Plan Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.76. Plan Administration Agreement ............................... 10

2.77. Plan Supplement ........................................... 10

Non-Tax Claim. . . . . . . . . . ., . . ., . . .. . . .. . . . . . . . . . .. . . . 10 2.79. Priority Tax Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.78. Priority

2.80. Pro Rata .........:'............................... . . . . . . . . . 10

2.81. Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 10
2.82. Reinstated or Reinstatement .................................. 10

2.83. Rejection List. . . . . . . . . . . . . . . . . ., . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.84. Reorganized Coram. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.85. Reorganized Coram Board of

Directors . ....... .,.... .... .... ... ..11

2.86. Secured Claim ............................................. 11
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2.87. Securities Exchange Agreement ............................... 11

2.88. Series A Notes ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.89. Series B Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.90. Schedules................................................. 11
2.91. Subsequent Distribution Date ................................. 11

2.92. Tax Code ................................................. 11

2.93. Tax Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.94. 34 Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.95. Unsecured Claims Reserve ................................... 12

ARTICLE il RULES OF CLASSIFICATION... ..... ...... . ., .. .. ..... ..... . 12
3.1 General Rules of

Classification ........ . . .. .. . . . . . .. . . . .. .. . .. . 12

3.2 Undersecured Claims Against Any Debtor . . . . . . . . . . . . . . . . . . . . . 12

3.3 Separate Classifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV CLASSIFICATION OF CLAIS AN ALLOWED INTERESTS ....13

4.2 CHC. . . . . . . . .. .. . . .. . . . . '" . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .13
4.3 Coram. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V IMPAIENT OF CLAIS OR ALLOWED INTERESTS.... ......14
ARTICLE VI TREATMENT OF UNCLASSIFIED CLAIS.... .... .. .. .. .. ... . 14
6.1 Administrative Claims. ...................................... 14 6.1.1 DIP Claims ......................................... 15

6.1.2 Compensation and Reimbursement Claims . . . . . . . . . . . . . . . . . 15
6.3 Priority Tax Claims .................,....................... 15

ARTICLE VII TREATMENT OF CLASSIFIED CLAIS AN INTERESTS ......16
7.2 Treatment of 7.3 Treatment of 7.4 Treatment of

Class CHC 1 (Allowed CHC Secured Claims) .........16

Class CHC 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Class CHC 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Class Coram P ..................................18

7.5 Treatment of Class CHC 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.6 Treatment of

7.7 Treatment of Class Coram 1 .................................. 18 Class Coram 2 ..................................18 7.8 Treatment of

7.9 Treatment ofClass Coram 3 ..................................18
7.10 Treatment 0 f Class Coram 4 .................................. 19

ARTICLE VII ACCEPTANCE OR REJECTION OF THE PLAN............... . 19

8.1. Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.2. Classes Entitled to Vote. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8.3. Acceptance by Impaired Classes ............................... 19
11

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8.4. Reservation of

Right to Withdraw Plan. .........................20

8.5. Nonconsensual Confinnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

8.6. Elimination of Classes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE IX DISTRIUTIONS UNER THE PLAN .........................20

9.1. Distributions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 9.2. Disbursing Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 9.3. Distrbution of Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
9.4. Distributions of

New Coram Stock and New Coram Secured Notes ...21

9.5. Setoffs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21 9.6. Distribution of Unclaimed Propert. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.7. Compliance With Tax Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
9.8. De Minimis Distributions ...._...............................22 9.9. Fractional Interests. ........................................22
9.10. Objections to and Estimation of Prosecution of

Claims;

Disputed Claims. ...............................22

9.11. Payments and Distribution on Disputed Claims ................... 22
9.12. Disallowance of

Reimbursement or Contribution Claims. . . . . . . . . . . . 23

ARTICLE X EXECUTORY CONTRACTS AN U1T£XPIRD LEASES......... 24
10.1. Assumption and Assignent of

Executory

Contracts and Unexpired Leases ............................... 24
10.2. Cure of

Defaults for Assumed Executory

Contracts and Unexpired Leases ............................... 24
10.3. Rejection of Executory Contracts or Unexpired Leases ............. 24

10.4. Indemnification Obligations ..................................25

10.5. Compensation and Benefit Programs. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE XI IMPLEMENTATION AN MEANS OF
CONSUMMA TING THE PLAN .......................................... 25

11.1. Cancellation of Existing Securities and Agreements. . . . . . . . . . . . . . . . 25
11.2. Surrender of

Instruments .....................................26

11.3. Dissolution................................................ 26

11.4. Cancellation of Capital Stock and Equity Interests .. . . . . . . . . . . . . . . . 26
11.5. Charter................................................... 26
I 1.6. Management of I 1.7. Issuance of 11.8. Issuance of

Reorganized Coram. . . . . . . . . . . . . . . . . . . . . . . . . . . .26 New Coram Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
New Secured Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

11.9. Corporate Action ................................. . . . . . . . . . .27
11.10. Exit Financing Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.11. Unsecured Claim Reserve .................................... 27
11.12. The Plan Administrator ............................. . . . . . . . . . 27

ARTICLE XII EFFECTIVENESS OF THE PLAN ............................29

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12.1. Conditions Precedent to Confirmation. ... . . .. . . . . . .., . .. .. . . ., . .29
12.2. Conditions Precedent to Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . . .29
ARTICLE Xil EFFECTS OF CONFIRATION OF THE PLAN. ..............,30
13.1. Vesting of Assets........ ..... ........ ................. .....30

13.2. Discharge................................................. 30 13.3. Injunctions................................................. 31
13.4. Exculpation and Releases ......,.............................. 31

13.5. Rights of Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

ARTICLE XIV RETENTION OF JUSDICTION.... .... ., . . ........... .....32
14.1. Claims ................................................... 32 14.2. Estimation ................................................ 32

14.3. Assumptionlejection............................ " . . . . . . . . . .32
14.4. Adversary Proceedings and Contested Matters ........... . . . . . . . . .33
14.5. Modifications.............................................. 33

14.6. Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
14.7. Plan ..................................................... 33 14.8. Compensation ..............................................33 14.9. Distributions............................................... 33

14.10. Assets... . . . . . . . .. . . . . . ., . . . . . . . . . . .' . . . . . .. . . . . ., . . . . .. . .33
14.11. Taxes .................................................... 33

14,12. Final Decree. . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . 33
ARTICLE XV MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
15.1. Payment of Statutory Fees. ................................... 33

15.2. Plan Binding on All Persons .................................. 34

15.3. Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . ... . . . . . .34 15.4 Authorization of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 15.5. Exemption from Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
15.6. Severability ............................................... 34

15.7. Modification or Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
15.8. Revocation or Withdrawal of

the Plan. . . . . . . . . . . . . . . . . . . . . . . . . . .34

15.9. Binding Effect ............................................. 34

15.10. Notices.............. ..... .. . .... .., .. .. ........ .. ..... . ..35
15.11. Governing Law ............................................35

15.12. Saturday, Sunday, or Legal Holiday. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
15.13. Filing of Additional Documents ...............................35
15.14. Plan Controls ........................................... . . .35
15.15. Section 1145 Exemption... . ... . ',' . . . .. .... . ....... .,. .. .. ...35

15.16. Section 1146 Exemption ..................................... 36

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IN THE UNTED STATES BANUPTCY COURT
FOR THE DISTRlCT OF DELA WAR
In re

) )

CORA HEALTH

CAR CORP. and
Debtors.

) )

Chapter 11

CORA, INC.,

)
)

Case Nos. 00-_ ( ) through 00-_ ( )

)
)

Jointly Administered

DEBTORS' JOINT PLAN PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Coram Healthcare Corp. and Coram, Inc., the above-captioned debtors and debtors in title 11 of possession, propose the following Joint Plan pursuant to sections 1121(a) and 1123 of
the United States Code.

ARTICLE I RULES OF CONSTRUCTION
1.1. Unless otherwise provided or separately defined in this Plan, capitalized terms this Plan. shall have the meanings set forth in Aricle II of
1.2. Any capitalized term used in this Plan that is not defined in Aricle II of

this Plan

sha11 have the meaning ascribed to such term, if any, in the Bankptcy Code.
1.3. The rules of construction set forth in section 102 of

the Bankptcy Code shall

apply to the construction of this Plan.

time prescribed or allowed by the Plan, the provisions of Bankrptcy Rule 9006(a) shall apply.
1.4. In computing any period of

1.5. The words "herein," "hereof," "hereto," "hereunder" and other words of similar import refer to this Plan as a whole and not to any particular section, subsection, or clause contained in this Plan.

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1.6. Whenever it appears appropriate from the context, each term stated in either the singular or the 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.

1.7. All exhibits are incorporated into and made a par of the Plan as if set forth in full Exhibits can be obtained upon wrtten request herein, whether or not anexed hereto. Copies of
to Kasowitz, Benson, Torres & Friedman LLP, Attn: Adam L. Shiff, Esq., 1301 Avenue of

the

Americas, New York, NY 10019.

the Plan are inserted for convenience and reference only. Captions and headings and are not intended to be a par, or to
1.8. Captions and headings to Aricles and Sections of affect the interpretation, of

the Plan.

ARTICLE II DEFINITIONS
the substanti ve provisions of this Plan and have the same force and effect as any other provision of this Plan.
All of the following definitions are intended to be, and hereby are, part of

2.1. "Administrative Claim" means any Claim constituting a cost or expense of

administration of the Debtors' Chapter 11 cases incurred on or after the Petition Date and allowed the Banptcy Code, including, without limitation: (a) by Final Order under section 503(b) of any and all DIP Claims, (b) any actual and necessary costs and expenses incurred after the
petition date of preserving the Estates of the Debtors and operating the businesses of

the Debtors,

any indebtedness or obligations incurred or assumed by the Debtors in connection with the propert or for the procurement of their businesses or for the acquisition or lease of conduct of services, any costs and expenses of the Debtors and/or Reorganized Coram for the management, maintenance, preservation, sale or other disposition of any assets, the administration and
implementation of the Plan, the administration, prosecution or defense of

claims by or Claims

against the Debtors and for distributions under the Plan, (c) compensation for legal, financial, advisory, accounting and other services and reimbursement of expenses allowed by the Bankptcy Court under section 330, 331, or 503(b) of the Bankrptcy Code to the extent incurred prior to the Effectivé Date, (d) all fees and charges assessed against the Debtors' Estates title 28 of the United States Code. under section 1930, Chapter 123 of
2.2. "Aggregate Consideration Fund Claims" means the sum of

the aggregate amount

of Allowed CHC Notes Claims and Allowed CHC General Unsecured Claims.
2.3. "Allowed Administrative Claim" means an Administrative Claim that is or

becomes an Allowed Claim.
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2.4. "Allowed Claim" means a Claim to the extent such Claim: (a)(i) is either: (A) scheduled by a Debtor pursuant to the Bankptcy Code and Bankptcy Rules in a liquidated amount and not listed as contingent, unliquidated or disputed; or (B) proof ofwruch has been
timely filed, or deemed timely filed, with the Court pursuant to the Bankptcy Code, the

Bankptcy Rules and/or any applicable orders of the Court, or late filed with leave of Cour; and
(ii) not objected to within the period fixed by the Bankptcy Code, the Banptcy Rules and/or the Court; or (b) has otherwise been allowed by a Final Order or pursuant to applicable orders of this Plan. An Allowed Claim: (A) includes a previously Disputed Claim to the extent such Disputed Claim becomes allowed; and (B) shall be net of any setoff amount of any claim that may be asserted by the Debtors against the holder of such claim, which shall be deemed to have been setoff in accordance with the provisions of this Plan. Without limiting the foregoing, no Claim shall be considered an Allowed Claim before the time that an objection has been or may the Claim specified in be filed with regard to such Claim if: (x) the amount or classification of the relevant proof of claim exceeds the amounts of or has a classification from any corresponding ClaiTi scheduled by a Debtor in its Schedules of Assets and Liabilities; (y) any corresponding Claim scheduled by a Debtor has been scheduled as disputed, contingent or unliquidated; or (z) no corresponding Claim has been scheduled by the Debtor in its Schedules of Assets and Liabilities.
2.5. "Allo\\'ed CHC Equity Interest" means an Allowed Equity Interest in CHC.

2.6. "AIJowedCHC General Unsecured Claim" means a CHC General Unsecured Claim to the extent it is or has become an Allowed Claim.
2.7. "Allowed CHC Notes Claims" means the CHC Notes Claims.

2.8. "Allowed CHC Priority Non- Tax Claim" means a Priority Non- Tax Claim that is or becomes an Allowed Claim against CHe.

2.9. "Allowed CHC Secured Claims" means a CHC Secured Claim to the extent it is or has become an Allowed Claim.
2.10. "Allowed Coram Equity Interest" means an Allowed Equity Interest in Coram.
2.11. "Allowed Coram General Unsecured Claim" means a Coram General Unsecured

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

2.12. "Allowed Coram Priority Non-Tax Claim" means a Priority Non-Tax Claim that is or becomes an Allowed Claim against Coram.
2.13. "Allowed Coram Note Claims" means the Coram Note Claims.

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2.14. "Allowed Coram Secured Claim" means a Coram Secured Claim to the extent it is or has become an Allowed Claim.
2.15. "Allowed Equity Interest" means an Equity Interest as of

the Record Date.

2.16. "Allowed General Unsecured Claim" means a General Unsecured Claim that is or becomes an Allowed Claim. 2.17. "Allowed Secured Claim" means a Secured Claim that is or becomes an Allowed
Claim.

2.18. "Allowed Priority Tax Claim" means a Priority Tax Claim that is or becomes an Allowed Claim.
2.19. "Amended and Restated Certificate of Incorporation of Reorganized Coram"
means the certificate of

Reorganized Coram, as amended, which certificate shall be in substantially the form included in the Plan Supplement.
incorporation of 2.20. "Amended By-laws of

Reorganized Coram" means the amended by-laws of Reorganized Coram, which amended by-laws shall be in substantially the form included in the
Plan Supplement.
2.21. "Avoidance Actions" means all of power claims pursuant to sections 544, 545, 547, 548, 549, 550 and 553 of

the Debtors' preference and other avoidance

the Banptcy Code

and any other applicable law.
2.22. "Ballot" means the form or forms distributed to each holder of an impaired claim
on which the holder is to indicate acceptance or rejection of

the Plan.

2.23. "Bankptcy Code" means title 11 of

the United States Code (11 U.S.c. §§ 101 et

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

applicable to the Debtor's Chapter 11 Cases.

2.24. "Bankrptcy Court" or "Court" means the United States Bankrptcy Cour for the aware, including the United States Bankptcy Judge presiding over the Debtors' District of Del
Chapter 11 cases, and to the extent it is necessary and appropriate for jurisdiction to be exercised Delaware, including the United States District Judges, or any other court with jurisdiction over the Debtors' Chapter 1 i cases, this definition shall include same.
by the United States District Cour for the District of

Bankruptcy Procedure (Fed. R. Bankr. Proc. 1 001 ~ ~.) as in effect on the Petition Date and as amended after the Petition Date to the extent applicable to the Debtor's Chapter 11 Cases.
2.25. "Bankrptcy Rules" means the Federal Rules of

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2.26. "Business Day" means any day other than a Satuday, Sunday or "legal holiday"

(as defined in Banptcy Rule 9006(a)).
2.27. "Cases" means the cases under Chapter 11 of

the Banptcy Code which were

commenced on the Petition Date with respect to the Debtors.

2.28. "Cash" means legal tender of the United States of Arericaand equivalents thereof, including but not limited to ban deposits, checks and similar items.
Incorporation" means the certificate of incorporation of Coram, as amended or restated prior to the Petition Date.
2.29. "Certificate of 2.30. "Chapter 11" means Chapter 11 of

the Ban.ptcy Code (11 U.S.e. § 1101 et

~.), as in effect on the Petition Date, and as amended after the Petition Date and effective

during the Debtors' Chapter 11 cases, to the extent applicable to the Debtors' cases.

2.31. "CHC" means Coram Healthcare Corporation, a Delaware Corporation. 2.32. "CHC General Unsecured Claim" means a General Unsecured Claim against

CHe.
2.33. "CHCGeneraJ Unsecured Consideration" means the result of: (A)

(i) the

aggregate amount of Allowed General Unsecured Claims, (ii) divided by the Aggregate the Unsecured Claims Reserve. Consideration Fund Claims, (B) multiplied by the value of

amount of AIl

2.34. "CHC Noteholder Consideration" means the result of: (A) (i) the aggregate owed CHC Notes Claims, (ii) divided by the Aggregate Consideration Fund the Unsecured Claims Reserve. Claims, (B) multiplied by the value of
2.35. "CHC Notes Claims, means, collectively, any Claim against CHC based upon or the Petition Date, aggregate approximately $252,007,000.

evidenced by the Notes, which as of

2.36. "CHC Secured Claim" means a Secured Claim against CHe.
2.37. "Claim" shall have the meaning set forth in section 101(5) of

the Bankptcy

Code.

2.38. "Claimant" means the holder of a Claim or an Allowed Interest on the Confirmation Date.
2.39. "Class" means a category of pursuant to Aricles II and N of holders of

Claims or Equity Interests as established

the Plan.

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2.40. "Confinnation" means the entr by the Banptcy Court of

the Confinnation

Order.
2.41. "Confinnation Date" means the date on which the clerk of enters the Confinnation Order on the docket of

the Banptcy Cour

the Bankptcy Cour.

2.42. "Confinnation Hearing" means the hearng before the Banptcy Court
respecting the Confinnation of the Plan.

confirming this Plan in accordance with the provisions of

2.43. "Confinnation Order" means the order entered by the Bankptcy Court the Bankptcy Code.

2.44. "Coram" means Coram, Inc., a Delaware Corporation.
2.45. "Coram General Unsecured Claim" means a General Unsecured Claim against

Coram.

2.46. "Coram Note Claims, means, collectively, any claim against Coram based upon or the Petition Date, aggregate approximately $252,007,000. evidenced by the Notes, which as of
2.4 7. "Coram Secured Claim" means .aSecured Claim against Coram.
them, arsing from an

2.48, "Cure Claim" means a Claim against the Debtors, or any of obligation to cure defaults within the meaning of section 365(b) of

the Bankptcy Code.

2.49. "Debtors" means CHC, the Debtor and Debtor in Possession in Chapter 11 Case

No. 00-_ pending before the Bankptcy Court, and Coram, the Debtor and Debtor in Possession in Chapter 11 Case No. 00-_ pending before the Banptcy Court.
2.50. "Debtor-in-Possession" means the Debtors as debtors in possession in the Cases.
2.51. "DIP Claims" means all Claims of

DIP Lenders arising under the DIP Facilities.

2.52. "DIP Facilities" means the debtor-in-possession credit agreement and any related
agreements between the Debtors and the DIP Lenders.

2.53. "DIP Lenders" means Madeleine LLC and any other lenders participating in the DIP Facilities. 2.54. "DIP Order" means all Final Orders authorizing, approving or amending the DIP Facilities.

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2.55. "Disbursing Agent" means the bank, trust company, corporation, other organization or Person, if any, selected by the Debtors or Reorganzed Coram to make distributions under and in accordance with the Plan.
2.56. "Disclosure Statement" means the Disclosure Statement pursuant to Section 1125

of the Bankptcy Code, either in its present form or as it may be altered, amended, supplemented or modified from time.
2.57. "Disputed Claim" means (a) any Claim listed in any of contingent, unliquidated or disputed; (b) any Claim against any of

the Schedules as
the Debtors, proof of

which is

filed designating such Claim in any respect as contingent, unliquidated or disputed; (c) any Claim which, in whole or in part, is the subject ofa timely objection interposed by the Debtors or any litigation as to amount or liability other party in interest; or (d) any Claim which is the subject of

by any of the Debtors; provided, however, that the amount of a Disputed Claim shall mean the lesser of (x) the amount listed in the Schedules, (y) the amount stated in a proof of Claim as filed with the Bankptcy Court or (z) the amount as estimated by the Bankptcy Court pursuant to the Bankptcy Code; and provided, further, however, that, in the event the section S02(c) of Bankptcy Court shall estimate the amount of a Disputed Claim for purposes of allowance estimation shall constitute and represent the Bankptcy Code, such pursuant to section 502(c) of the maximum amount in which such Claim may ultimately become an Allowed Claim.

2.58. "Distribution" means any consideration to be provided under this Plan to the holder of an Allowed Claim on account of such Claim.
2.59. "Effective Date" means the first business day on which all conditions to effecti veness of the Plan, as set forth in Section 12.2 hereof, have been satisfied or waived and on which no stay of the Confirmation Order is in effect.
2.60. "Estates" means the estates, created in the Debtors' Chapter 11 Cases pursuant to
section 541 of

the Bankptcy Code.

2.61. "Equity Interest" means any equity interest in a Debtor represented by duly

authorized, validly issued, unissued or outstanding shares of stock, or any interest or right to convert into such an equity interest or acquire any equity interest, that was in existence immediately prior to the Petition Date, including, without limitation, any warrants, options, employee stock options or contract rights to acquire or purchase such interests at any time.
2.62. "Exit Financing Facility" means the financing facility in the approximate

aggregate principal amount of $40 million between Reorganized Coram and one or more lenders, substantially in the form included in the Plan Supplement, pursuant to which such lender shall have agreed to provide financing to Reorganized Coram on terms and conditions satisfactory to Coram.

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2.63. "Face Amount" means: (a) when used with reference to a Disputed Unsecured Claim, either (i) the full stated amount claimed by the holder of such Claim in any group of the proof
Claims filed by the Bar Date, or otherwise deemed timely fied under applicable law, if

of claim specifies only a liquidated amount; (ii) if no proof of Claim is filed by the Bar Date or the Claim listed on the otherwise deemed timely filed under applicable law, the full amount of

Debtors' Schedules provided, that such amount is not listed as disputed, contingent or unliquidated; or (iii) the applicable deductible under the relevant insurance policy, minus any the applicable Debtor to the insurance carer for sums expended reimbursement obligations of by the insurance carrer on account of such Claim (including defense costs) if such amount is less than the amount specified in (i) or (ii) above or the proof of Claims specifies an unliquidated amount (and) (b) when used with reference to a Disputed Uninsured Claim, either (i) the full stated amount claimed by the holder of such Claim and any proof of Claim fied by the Bar Date
the proof of claim specifies only or otherwise deemed timely filed under applicable law, if

a

the Claim acknowledged by the applicable Debtor or Reorganized Debtor in any objection fied such Claim or in the Schedules as an undisputed, noncontingent and liquidated Claim, estimated by the Banptcy Court pursuant to section 502(c) of the Bankptcy Code, proposed by the Debtors or established by Reorganized Coram following the Effective Date, ifno proof of Claim has been fied by the Bar Date or has otherwise been deemed timely filed under applicable law or if the proof of Claim specifies an unliquidated amount.
liquidated amount; or (ii) the amount of

appeal
2.64. "Final Order" means an order or judgment of a court as to which (a) any

that has been taken has been determined finally or dismissed and such order has not been reversed, stayed, modified or amended, (b) the time to appeal, petition for certiorari or request reargument or rehearing has expired and as to which no appeal, petition for certiorari, or request for reargument or rehearing is pending or as to which any right to appeal, petition for certiorari, or request reargument or rehearing has been waived or if an appeal, certiorari, reargument or rehearing thereof has been sought, the order or judgment of the Bankptcy Court has been
affim1ed by the highest court to which the order was appealed or from which the reargument or

rehearing was sought, or certiorari has been denied, or (c) the time to take any appeal or to seek certiorari or further reargument or rehearng has expired.
2.65. "General Unsecured Claim" means any Claim other than an Administrative

Claim, a Secured Claim, a Priority Non-Tax Claim, a Priority Tax Claim, an Allowed Coram Note Claim or an Allowed C,HC Notes Claim. The term "General Unsecured Claim" shall consist of, except as set forth above in this definition, all impaired unsecured claims not otherwise classified that are not cured, paid, released or waived pursuant to the Plan, assumed by a Debtor pursuant to the Plan or agreements incorporated into the Plan, or classified in any other class, including, without limitation, claims (a) for goods sold and/or services rendered, (b) for the obligations or duties of performance or payment of moneys lent, (c) based upon guarantees of
any Person, (d) for tort liability, (e) for 'environmental remediation, (f) of governental unites

under any applicable unclaimed property or escheat laws, (g) of governental units for taxes, assessments, penalties or charges which are not Tax Claims, (h) for contribution, reimbursement,
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or indemnity, (i) for fines, penalties or other assessments, (j) for the portion of any Claim supported directly or indirectly by a letter of credit issued for the account of a Debtor in excess of the amount available under such letter of credit, and (k) representing the undersecured portion of any claim that is otherwise a Secured Claim.

2.66. "Most Recent Address" means as of any date, with respect to any holder of a Claim or its designee, its address set forth in the proof of claim or other writing most recently filed with the Bankptcy Court or received by the Debtor and if no such proof of claim or writing has been fied or received, then the address set forth on the Debtors' Schedules.

2.67. "New Coram Stock" means ten milion (10,000,000) shares of common stock, $0.01 par value, authorized by Reorganzed Coram pursuant to this Plan, representing one Reorganzed the issued and outstanding voting common stock of hundred percent (100%) of Coram on the Effective Date.
2.68. "New Secured Notes" means the notes in the aggregate principal amount of$180 million to be issued to holders of Allowed Coram Notes Claims pursuant to sections 7.3 and 9.4 of the Plan, which notes shall be guaranteed by a pledge of all stock and liens on all assets owned
by each direct or indirect operating subsidiar of Coram, and which shall be senior in priority to

the Debtors except the Exit Financing Facility, and which shall require payments of interest only during the first four years after their issuance, and which shall be in the form included in the Plan Supplement.
all other obligations of

2.69. "Noteholder Group" means Cerberus Partners, L.P., Goldman Sachs Credit Partners L.P., and Foothill Capital Corporation.

2.70. "Notes" means the Series A Notes and the Series B Notes.
2.71. "Old Coram Board of Directors" means the board of directors of Coram that existed as of the Petition Date.
2.72. "Person" means a person as defined in section 101(41) of an entity as defined in section 101 (15) of

the Bankptcy Code or

the Bankptcy Code.

2.73. "Petition Dat~" means August 8, 2000.

2.74. "Plan" means this Joint Chapter 11 Plan Pursuant to Chapter 11 of

the United

States Bankptcy Code (including all exhibits and schedules annexed hereto or included in the Plan Supplement) either in its present form or as it may be altered, amended or modified from time to time by the Debtors.

2.75. "Plan Administrator" means the fiduciar responsible for, among other things, holding and distributing the Unsecured Claim Reserve pursuant to the Plan, the Plan Agreement,
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the Confirmation Order, or such other order as may be entered by the Banptcy Cour, the prosecution or settlement of disputed claims against CHC, and the the process of completion of completion of all other obligations pursuant to the Plan Administrator Agreement.
2.76. "Plan Administration Agreement" means the agreement describing the powers,
duties, and rights of

the Plan Administrator in administering the Plan, in substantially the form included in the Plan Supplement.
2.77. "Plan Supplement" means a separate volume, to be filed with the Clerk of Bankptcy Court, containing, among other things, forms of Reorganized Coram, the Amended and Restated Certificate of Coram, fonn of New Secured Notes, and the schedule of officers and directors of

the

the Amended By-Laws of
Incorporation of

Reorganzed Reorganzed

Coram.

2.78. "Priority Non-Tax Claim" means that portion of any Claim entitled to priority in
right of payment under sections 507(a)(2), (3), (4), or (6), of

the Banptcy Code.

2.79. "Prioritv Tax Claim" means a Claim of a governental unit of the kind specified the Bankptcy Code, but excludes that portion ofa Claim to the extent of in section 507(a)(8) of
a Secured Claim.
2.80. "Pro Rata" means: (i) in the case ofa Class, the proportion the amount of

an

Allowed Claim in a particular Class bears to the aggregate amount of all Allowed Claims in such Class and, (ii) in the case of a particular type of Claim, the proportion the amount of an Allowed Claim of a particular type bears to the aggregate amount of all Allowed Claims of such type.
2.81. "Record Date" means the date the clerk of the Bankptcy Court enters upon the

docket an order approving the Disclosure Statement pursuant to section 1125 of the Bankptcy
Code.

2.82. "Reinstated or Reinstatement" means (a) leaving unaltered the legal, equitable and contractual rights to which a Claim entitles the holder of such Claim in accordance with section

1124 of the Bankptcy Code, or (b) if applicable under section 1124 of the Banptcy Code: (i)
curing all prepetition and postpetition defaults other than defaults relating to the insolvency or financial condition of a Debtor or its status as a debtor under the Bankptcy Code; (ii) the Claim; (iii) compensating the holder of such Claim for reinstating the maturity date of damages incurred as a result of its reasonable reliance on a provision allowing acceleration; and (iv) not otherwise altering the legal, equitable and contractual rights to which the Claim entitles
the holder thereof.

2.83. "Reiection List" means a list, if any, fied by the Debtors not less than ten (10) business days prior to the Confirmation Hearing setting forth the leases an~ contracts the Debtors

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are rejecting under this Plan pursuant to section 365 of

the Bankptcy Code, which Rejection

List shall be served upon the non-Debtor part to each lease or contract described therein

2.84. "Reorganized Coram" means Coram, Inc., a Delaware corporation, as reorganized and as successor to Coram, pursuant to the Plan and Confirmation Order.
2.85. "Reorganized Coram Board of

Directors" means the board of directors of

Reorganized Coram on and after the Effective Date.
2.86. "Secured Claim" means, pursuant to section 506 of portion of a Claim that is secured by a valid, perfected and enforceable

the Bankptcy Code, that
securty interest, lien,

mortgage or other encumbrance that is not subject to avoidance under applicable banptcy or the the Debtors in and to propert of non-banptcy law, in or upon any right, title or interest of the relevant the holder's interest in such propert as of the value of Estate, to the extent of
determination date, and includes any Claim that is: (i) subject to an offset right under applicable Law; and (ii) a secured claim against a Debtor pursuant to section 506(a) and 553 ofthe
Bankptcy Code.
2.87. "Securities Exchange Agreement" means the Securities Exchange Agreement
dated as of

May 6, 1998 between Coram and CHC, and Cerberus Partners, L.P., Goldman Sachs Credit Partners, L.P., and Foothill Capital Corporation, as subsequently amended.
2.88. "Series A Notes" means the Series A Senior Subordinated Notes issued by Coram

and guaranteed by CHC pursuant to, among other documents, the Securities Exchange Agreement in the aggregate original principal amount of $150,000,000 and due May 2001.
2.89. "Series B Notes" means Series B Subordinated Convertible Notes issued by

Coram and guaranteed by CHC.pursuant to, among other documents, the Securities Exchange Agreement in the aggregate originalprincipal amount of $87,922,213.
2.90. "Schedules" means the schedules of

assets and liabilities and the statement of

affairs filed by the Debtors with the Bankptcy Court as amended from time to time.
2.91. "Subsequent Distribution Date" means the dates beginning six (6) months after
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.
2.92. "Tax Code" means the Internal Revenue Code of 1986, as amended.

2.93. "Tax Note" means a promissory note delivered to a holder of an Allowed Tax Claim providing forequal cash payments, made semi-annually, commencing on the first such a Tax Claim over a period not exceeding six (6) the assessment of the date of anniversary of the relevant Allowed years after the date of assessment of such Tax Claim which is the subject of
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Tax Claim. Each Tax Note shall include simple interest at the rate of 9 % per anum from the

Effective Date.
2.94. "34 Act" means the Securities Exchange Act of 1934, as amended.

2.95. "Unsecured Claims Reserve" means areserve established to hold, in one or more segregated accounts to be established by the Debtors or the Plan Administrator, cash contrbuted by Coram in an amount equal to $2 milion, which will be maintained in trst for holders of Allowed Claims in Class CHC 2 and, to the extent applicable, Class CHC 3, and wil not Reorganized Coram and will be administered by the Plan Administrator. constitute property of

ARTICLE III
RULES OF CLASSIFICATION
3.1 General Rules of Classification
3.1.1 All Claims and Interests, other than Administrative Claims and Tax

Priority Claims, if any, have been classified in the Classes set forth below. In accordance with are Priority Claims the Bankptcy Code, Administrative Claims ,and Tax section 1123(a)(1) of the not impaired under the Plan and therefore, in accordance with section 1123(a)(3) of Bankptcy Code, have not been classified and thus are excluded from the Classes set forth below.

the Claim or Interest falls within the description of

3.1.2. A Claim or Interest is classified in a particular Class only to the extent that that Class and is classified in other Class(es) to the extent that any remainder of the Claim or Interest falls within the description of such other
Class(es). Unless otherwise provided, to the extent a Claim qualifies for inclusion in a more

specifically defined class and a more generally defined class, it shall be included in the more specifically defined class.
receiving Distributions pursuant to the Plan only to the extent that such Claim: (a) is an Allowed Claim in that Class and (b) such Claim has not been paid, released, or otherwise settled prior to the
3.1.3 A Claim is also classified in a particular Class for the purpose of

Effective Date.

3.2 Undersecured Claims Against Any Debtor To the extent that the amount of an the collateral securing such Claim as of the applicable Allowed Claim is greater than the value of
valuation date, subject to section 1111 (b) of both a Secured Claim Class for the secured Claim Class for the excess of such Claim over the value of

the Bankptcy Code, such Claim is classified in portion of such Claim and a General Unsecured
the collateraL.

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3.3 Separate Classifications The Claims and Interests against each Debtor are

separately classified.
ARTICLE iv

CLASSIFICA TION OF CLAIMS AND ALLO\VED INTERESTS
4.1 AII Claims and AIIowed Interests, other than Administrative Claims and Tax
Claims, are classified into the following Classes pursuant to section 1123(a) of

the Bankptcy

Code:

4.2 CHC
Class CHC P:

Class CHC P consists of aII Allowed CHC Priority Non-Tax Claims Class CHC 1 consists of all AIIowed CHC Secured Claims. Class CHC 2 consists of aII Allowed CHC General Unsecured Claims.

Class CHC 1:
Class CHC 2:

Class CHC 3: Class CHC 4:

Class CHC 3 consists of all Allowed CHC Notes Claims.
Class CHC 4 consists of aII Allowed CHC Equity Interests.

4.3 Coram
Class Coram P: Class Coram P consists of all AIIowed Coram Priority

Non-Tax

Claims.
Class Coram 1: Class Coram 1 consists of aII AIIowed Coram Secured Claims.

Class Coram 2: Class Coram 2 consists of aII Allowed Coram Note Claims.
Class Coram 3: Class Coram 3 consists of aII AIIowed Coram General
Unsecured Claims.

Class Coram 4: Class Coram 4 consists of aII AIIowed Coram Equity Interests.

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ARTICLE V
IMP AI

R.1\ENT OF CLAIMS OR ALLOWED INTERESTS

5.1 The Classes of Claims and Allowed Interests that are impaired under the
provisions of

this Plan are Classes CHC 2, CHC 3, CHC 4, Coram 2, and Coram 4. The Debtors are soliciting acceptances to the Plan from the Claimants in Classes CHC 2, CHC 3 and Coram 2. The Debtors are not soliciting acceptances from the holders of Claims in Classes CHC 4 and property under the Plan and are Coram 4 because those Classes wil receive no distribution of
deemed to reject the Plan pursuant to section 1126(g) of

the Bankptcy Code. The Debtors are

not soliciting acceptances from the holders of Claims in Classes CHC P, CHC1, Coram P, Coram 1 and Coram 3 because those classes are unimpaired and are conclusively presumed to accept the Plan pursuant to section 1126( f) of the Bankptcy Code.

ARTICLE VI
TREATMENT OF UNCLASSIFIED CLAIMS
6.1 Administrative Claims.

Administrative Claims are not classified under the Plan. In accordance with
section 1129(a)(9) of the Bankptcy Code, each holder of an Allowed Administrative Claim

shall receive the full amount of its unpaid Allowed Administrative Claim (i) in cash on the Effective Date or (ii) on such other terms as mutually agreed to by the holder of an Allowed Administrative Claim and the Debtors; provided, however, that Allowed Administrative Claims
representing (a) post-Petition Date liabilities incurred in the ordinary course of

business, or (b)

post-Petition Date liabilities arising under loans or advances to any Debtor(s) whether or not business, shall be paid in accordance with the terms and incurred in the ordinary course of conditions of the particular transactions relating to such liabilities and any agreements relating the United States Trustee for thereto; provided, further, however, that administrative claims of
pursuant to 29 U.sC. § 1930(a)(6) shall be paid in accordance with the applicable schedule for

payment of such fees, provided, further, however, that interim and/or final payment of Allowed Administrative Claims approved by the Bankptcy Court shall be paid in accordance with such Bankptcy Court approval; provided, further, however, that notwithstanding any other provision the DIP contained in this section, DIP Claims shall be paid in accordance with the terms of the Plan, and; provided, further, however, that Facility, the DIP Order, and section 6.1.1 of compensation and reimbursement claims shall be paid in accordance with section 6.1.2 ofthe Plan.

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6.1.1 DIP Claims

the DIP Facility and the DIP Order, giving due regard and fully enforcing all priorities, "superpriorities," and the DIP Claims, the DIP the DIP Lenders. Upon payment in full of liens granted in favor of liens against and sécurity interests in the Debtors' and the Lenders shall release any and all
DIP Claims shall be paid in accordance with the terms of Estates' property, the DIP Facility shall be deemed terminated, and the obligations of

the Debtors

and Reorganized Coram thereunder shall be canceled.
6.1.2 Compensation and Reimbursement Claims

All persons or entities that are awarded compensation or reimbursement of
expenses by the Bankptcy Court in accordance with section 330 or 331 of

the Banptcy

Code, or entitled to the priorities established pursuant to section 503(b)(2), 503(b)(3), 503(b)(4) the Bankptcy Code, shall be paid in full, in Cash, the amounts allowed by the or 503(b)(5) of Bankptcy Court (a) on or as soon as practicable following the later to occur of (i) the Effective Date and (ii) the date upon which the Bankptcy Court order allowing such Claim becomes a Final Order or (b) upon such other terms as may be mutual1y agreed upon between such holder of an Allowed Administrative Expense Claim and the Debtors or Reorganized Coram.
6.2 Priority Tax Claims

Priority Tax Claims are not classified under the Plan. In full satisfaction, payment
and discharge of its Priority Tax Claim, and in accordance with section 1129(c)(9)(C) of

the

Bankruptcy Code, each holder of an Allowed Priority Tax Claim shall receive (i) payment, in the full amount of such holder's Priority Tax Claim, (ii) a Tax Note equal to the full cash, of amount of such holder's Priority Tax Claim, or (iii) on such other terms as mutually agreed to by the holder of an Allo\ved Tax Claim and the Debtors or Reorganized Coram. Any claim or demand for fines or penalties relating to a Priority Tax Claim shall be disallowed, and the holder of an Allowed Priority Tax Claim shall not assess or attempt to collect such penalty from the Debtors or the Reorganized Coram.

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ARTICLE VII
TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS

7.1 Treatment of Class CHC P

(Allowed CHC Priority Non-Tax Claims)

In full satisfaction, payment and discharge of its Priority Non-Tax Claim, and in
accordance with section 1129(a)(9) of

the Banptcy Code, each holder of an Allowed CHC

Priority Non- Tax Claim shall receive payment in full (i) Ìn cash on the Effective Date, or (ii) such other treatment as will render such Allowed CHC Priority Non-Tax Claim unimpaired.
Class CHC Pis unimpaired under the provisions of

the Plan.

The Debtors are not soliciting acceptances from the holders of Claims in Class CRC P.

7.2 Treatment of Class CHC 1

(Allowed CHC Secured Claims)

its Allowed CHC Secured Claims, In full satisfaction, payment and discharge of each holder of an Allowed CHC Secured Claim, if any, shall receive, at the option of the the Effective Date or the date such Claim Debtors, (i) payment in full in Cash on the later of becomes an Allowed Claim, or (ii) such other treatment as wil render such Allowed CHC Secured Claim unimpaired.
Class CRC I is unimpaired under the provisions of

the Plan.

The Debtors are not soliciting acceptances from the holders of Claims in Class CRC 1.

7.3 Treatment of

Class CHC 2 (Allowed eHC General Unsecured Claims)

Class CHC 2 votes to accept the Plan by the majorities required by (a) If section 1126( c) of the Bankptcy Code, each holder of an Allowed CHC General Unsecured Claim, in full satisfaction, payment and discharge of its Allowed CHC General Unsecured Claim, shall receive its Pro Rata share of (i) the CHC General Unsecured Consideration and (ii) the
eRe Noteholder Consideration.

the CRC Noteholder Consideration afforded by subsection (a) above, ifit should become applicable, the holders ofCHC Notes
(b) In order to provide the distribution of

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Claims (Class CHC 3) agree and shall be deemed to have authorized the Debtors to transfer and distribute the CHC Noteholder Consideration to the holders of Class CHC 2.

(c) If Class CHC 2 fails to accept the Plan by the majorities set forth in section ll26( c) of the Bankptcy Code, each holder of an Allowed CHC General Unsecured its Allowed CHC General Claim shall receive, in full satisfaction, payment and discharge of the CHC General Unsecured Consideration. Unsecured Claim, its Pro Rata share of
Class CHC 2 is impaired under the provisions of

the Plan.

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

7.4 Treatment of Class CHC 3

(Allowed CHC Notes Claims)
Each holder of an Allowed CHC Notes Claim, in full satisfaction, 'payment and
discharge of its Allowed CHC Notes Claim, shall receive its Pro Rata share of

the CHC

Noteholder Consideration; provided, however, that if Class CHC 2 votes to accept the Plan by the majorities required by section lI26(c) ofthe Bankptcy Code, then the holders of Allowed eHe Notes Claims shall be deemed to have authorized the Debtors to transfer and to distrbute
the eHe Noteholder Consideration to the holders of Class CHC 2 Claims in accordance with
section 7.3 of

the Plan, and the holders of Allowed CHC Notes Claims shall receive no distribution from eHe under the Plan.
Class eHC 3 is impaired under the provisions of

the Plan.

The Debtors are soliciting acceptances from the holders of Claims in Class CHC 3.

7.5 Treatment of

Class CHC 4 (Allowed CHC Equity Interests)

Holders of Allowed CHC Equity Interests shall receive no distribution nor retain their CHC Equity Interests, which shall be any legal, equitable, or contractual rights in respect of
deemed canceled and retired.

Class CHC 4 is impaired under the provisions ofthe Plan.
The Debtors are not soliciting acceptances from the holders of Claims in Class CHC 4, which class is deemed to have rejected the Plan.

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7.6 Treatment of

Class Coram P (Allowed Coram Priority Non-Tax Claims)
In full satisfaction, payment and discharge of

its Priority ,Claim, and in accordance with section l129(a)(9) of the Barptcy Code, each holder of an Allowed Coram Priority Non-Tax Claim shall receive payment in full (i) in cash on the Effective Date, or (ii) such other treatment as wil render such Allowed Coram Priority Non-Tax Claim unimpaired.
Class Coram P is unimpaired under the provisions of

the Plan.

The Debtors are not soliciting acceptances from the holders of Claims in Class CHC P.
7.7 Treatment of Class Coram 1

(Allowed Coram Secured Claims)

its Allowed Coram Secured Claim, the each holder of an Allowed Coram Secured Claim, if any, shall receive, at the option of the Effective Date or the date such Claim Debtors, (i) payment in full in cash on the later of becomes an Allowed Claim, (ii) Reinstatement, or (iii) such other treatment as wil render such Allowed Coram Secured Claim unimpaired.
In full satisfaction, payment and discharge of Class Coram 1 is unimpaired under the provisions of

the Plan.

The Debtors are not soliciting acceptances from the holders of Claims in Class Coram 1.

7.8 Treatment of

Class Coram 2

(Allowed Coram Note Claims)

In full satisfaction, payment and discharge of its Allowed Coram Note Claim, each holder of an Allowed Coram Note Claim shall receive its Pro Rata share of: (i) the New Coram Stock, and (ii) the New Secured Notes.
Class Coram 2 is impaired under the provisions of

the Plan.

The Debtors are soliciting acceptances from the holders of Claims in Class Coram 2.

7.9 Treatment of

Class Coram 3

(Allowed Coram General Unsecured Claims)

In full satisfaction, payment and discharge of its Allowed Coram General Unsecured Claim, each holder of an Allowed Coram General Unsecured Claim not otherwise
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paid prior to the Effective Date shall receive, at the option of Coram or Reorganized Coram, (i) the Effective Date or the date such Claim becomes an payment in full in Cash on the later of Allowed Claim, (ii) Reinstatement, or (iii) such other treatment to render such Allowed Coram

General Unsecured Claim unimpaired. .
Class Coram 3 is unimpaired under the provisions ofthe Plan.
The Debtors are not soliciting acceptances from the holders of Claims in Class Coram 3.

7.10 Treatment of Class Coram 4

(Allowed Coram Equity Interests)

the Allowed Coram Equity Interests shall receive no distribution nor retain any of its legal, equitable, or contractual rights in respect of its Coram Equity Interests, which shall be deemed contributed to, and vest in, Reorganized Coram.