EX-99.4 6 d93298a1ex99-4.txt EXCHANGE AGREEMENT DATED 12/31/01 EXHIBIT 99.4 ------------------------------ EXCHANGE AGREEMENT dated as of December 31, 2001 by and among CORAM, INC. and NOTEHOLDERS NAMED HEREIN ------------------------------ TABLE OF CONTENTS
PAGE ARTICLE 1 DEFINITIONS............................................................................................2 ARTICLE 2 THE PURCHASE OF THE DECEMBER 2001 PREFERRED STOCK.....................................................11 2.1 Authorization of Issue.................................................................................11 2.2 December 2001 Preferred Stock..........................................................................11 2.3 December 2001 Notes....................................................................................11 2.4 Closing................................................................................................11 ARTICLE 3 NOTEHOLDERS' REPRESENTATIONS..........................................................................12 3.1 Investment Intention...................................................................................12 3.2 Accredited Investor....................................................................................12 3.3 Corporate Existence....................................................................................12 3.4 Power; Authorization; Enforceable Obligations..........................................................12 3.5 Ownership of Exchange Notes............................................................................13 3.6 Information............................................................................................13 3.7 No General Solicitation................................................................................13 3.8 California Blue Sky....................................................................................13 3.9 New York Blue Sky......................................................................................13 ARTICLE 4 COMPANY'S REPRESENTATIONS AND WARRANTIES..............................................................14 4.1 Authorized and Outstanding Stock.......................................................................14 4.2 Authorization and Issuance of the December 2001 Preferred Stock........................................14 4.3 Securities Laws........................................................................................14 4.4 Corporate Existence: Compliance with Law..............................................................14 4.5 Subsidiaries...........................................................................................15 4.6 Corporate Power; Authorization; Enforceable Obligations................................................15 4.7 Financial Condition....................................................................................15
TABLE OF CONTENTS (CONTINUED)
PAGE 4.8 Properties.............................................................................................16 4.9 Adverse Agreements, Etc................................................................................16 4.10 Environmental Matters..................................................................................16 4.11 Labor Matters..........................................................................................16 4.12 Holding Company and Investment Company Acts............................................................17 4.13 Taxes..................................................................................................17 4.14 Litigation.............................................................................................17 4.15 Brokers................................................................................................17 4.16 Governmental Approvals.................................................................................17 4.17 Patents, Trademarks, Copyrights and Licenses...........................................................18 4.18 Compliance with Laws, Etc..............................................................................18 4.19 ERISA..................................................................................................18 4.20 Registration Under Exchange Act; Registration Rights...................................................19 4.21 Full Disclosure........................................................................................19 4.22 Insurance..............................................................................................19 4.23 Joint Ventures.........................................................................................19 4.24 Permits, Etc...........................................................................................19 ARTICLE 5 COVENANTS.............................................................................................20 5.1 Affirmative and Financial Covenants....................................................................20 5.2 Negative Covenants.....................................................................................23 5.3 Certain Tax Matters....................................................................................25 5.4 Status of Dividends....................................................................................26 ARTICLE 6 CONDITIONS PRECEDENT..................................................................................27 6.1 Conditions Precedent...................................................................................27
TABLE OF CONTENTS (CONTINUED)
PAGE 6.2 Additional Conditions..................................................................................28 ARTICLE 7 SECURITIES LAW MATTERS................................................................................28 7.1 Legends................................................................................................28 ARTICLE 8 INDEMNIFICATION.......................................................................................29 ARTICLE 9 EXPENSES..............................................................................................29 ARTICLE 10 MISCELLANEOUS........................................................................................29 10.1 Notices................................................................................................29 10.2 Binding Effect; Benefits...............................................................................30 10.3 Amendment..............................................................................................31 10.4 Successors and Assigns; Assignability..................................................................31 10.5 Remedies...............................................................................................31 10.6 Section and Other Headings.............................................................................31 10.7 Severability...........................................................................................31 10.8 Counterparts...........................................................................................31 10.9 Publicity..............................................................................................32 10.10 Governing Law; Waiver of Jury Trial.................................................................32 10.11 Bankruptcy Court Subservience.......................................................................32 10.12 December 2000 Exchange Agreement....................................................................32
SCHEDULES Schedule 1.1(a) December 2000 Notes Schedule 1.1(b) December 2001 Notes Schedule 4.1 Stockholders and Stock Schedule 4.5 Subsidiaries Schedule 4.6 Enforceable Obligations Schedule 4.7 Financial Condition Schedule 4.8 Properties Schedule 4.13 Taxes Schedule 4.14 Litigation Schedule 4.16 Governmental Approvals Schedule 4.17 Patents, Trademarks, Copyrights and Licenses. Schedule 4.22 Insurance Schedule 4.23 Joint Ventures Schedule 4.24 Permits Schedule 5.2(a) Existing Investments Schedule 5.2(e) Permitted Liens Schedule 5.2(f) Permitted Indebtedness EXHIBITS Exhibit A Amended and Restated Bylaws Exhibit B Amended and Restated Certificate of Designation Exhibit C Opinion of Reed Smith, LLP Exhibit D Opinion of David Schwab, Esq. Exhibit E Bankruptcy Court Order EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, dated as of December 31, 2001, by and among CORAM, INC., a Delaware corporation (the "COMPANY"), GOLDMAN SACHS CREDIT PARTNERS, L.P. ("GSCP"), CERBERUS PARTNERS, L.P. ("CERBERUS") and FOOTHILL CAPITAL CORPORATION ("FOOTHILL") (GSCP, Cerberus and Foothill collectively referred to herein as "NOTEHOLDERS" and individually as a "NOTEHOLDER"). Recitals WHEREAS, pursuant to a Securities Exchange Agreement, dated as of May 6, 1998, among the Company, Coram Healthcare Corporation, a Delaware corporation ("HOLDINGS"), and Noteholders, as amended (the "SECURITIES EXCHANGE AGREEMENT"), the Company was indebted to Noteholders, on or about the date thereof, in the aggregate principal amount of approximately $251,007,471, of which $158,923,372 related to the Series A Notes held by Noteholders and $92,084,099 related to the Series B Notes held by Noteholders (such Notes being collectively referred to as the "MAY 1998 NOTES"); WHEREAS, on August 8, 2000, the Company and Holdings commenced cases (the "CHAPTER 11 CASES") under Chapter 11 of Title 11 of the United States Code (the "BANKRUPTCY CODE") in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"); WHEREAS, pursuant to an Exchange Agreement, dated as of December 29, 2000, by and among the Company and Noteholders, as amended (the "DECEMBER 2000 EXCHANGE AGREEMENT"), Noteholders exchanged $97,715,434 of the Series A Notes and forgave $11,610,542 of accrued but unpaid interest on the May 1998 Notes for the period from July 16, 2000 to December 29, 2000 for an aggregate of 905 shares (together with any shares issued as dividends under Section 3(b) of the Amended and Restated Certificate of Designation prior to the date hereof, the "DECEMBER 2000 PREFERRED STOCK") of the Series A Preferred Stock, $0.001 par value per share, of the Company, the terms of which are set forth in the Amended and Restated Certificate of Designation (the "SERIES A PREFERRED STOCK"); WHEREAS, following the consummation of the transactions contemplated by the December 2000 Exchange Agreement, Noteholders held $61,207,938 aggregate principal amount of the Series A Notes and retained $92,084,099 principal amount the Series B Notes (such Notes being collectively referred to as the "DECEMBER 2000 NOTES"); WHEREAS, the Company has requested Noteholders to exchange $21,000,000 of the Series A Notes and to forgive $1,900,500 of accrued but unpaid interest on the December 2000 Notes for the period from December 29, 2000 to December 31, 2001 (such December 2000 Notes being exchanged hereby being referred to as the "EXCHANGE NOTES") for their pro rata share of 189.5705 shares of the Series A Preferred Stock (the "DECEMBER 2001 PREFERRED STOCK" and, together with the December 2000 Preferred Stock, the "PREFERRED STOCK"); WHEREAS, following the consummation of the transactions contemplated by this Agreement, Noteholders will hold $40,207,938 aggregate principal amount of the Series A Notes and will retain $92,084,099 principal amount the Series B Notes (such Notes being collectively referred to as the "DECEMBER 2001 NOTES"); and WHEREAS, following the consummation of the transactions contemplated by this Agreement, Noteholders will own the Preferred Stock, which shall constitute all of the issued and outstanding shares of Series A Preferred Stock. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows: ARTICLE 1 DEFINITIONS "ACQUISITION THRESHOLD" shall mean 20% of the gross fixed assets of Holdings, as reflected on the most recent consolidated balance sheet provided to Noteholders pursuant to Section 5.1(b)(iii) of this Agreement. "AFFILIATE" shall mean, with respect to any Person, (i) each Person that, directly or indirectly, owns or controls, as to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (i) vote 10% or more of the Stock having ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Noteholder be considered an "Affiliate" of the Company or any of its Subsidiaries. "AMENDED AND RESTATED BYLAWS" shall mean the Bylaws of the Company, as amended and restated on December 31, 2001, a copy of which is attached hereto as Exhibit A. "AMENDED AND RESTATED CERTIFICATE OF DESIGNATION" shall mean the Certificate of Amendment of Certificate of Designation of the Company, filed with the Delaware Secretary of State on December 31, 2001, a copy of which is attached hereto as Exhibit B. "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" shall mean the Certificate of Amendment and Restatement of Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on December 29, 2000. "BANKRUPTCY CODE" shall have the meaning set forth in the recitals hereof. "BANKRUPTCY COURT" shall have the meaning set forth in the recitals hereof. "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are authorized or obligated by law or executive order to close in the State of New York. 2 "BUSINESS PLAN" means a schedule of projected cash receipts, cash disbursements and monthly cash flows of the Company and its Subsidiaries prepared on an annual basis. "CAPITAL LEASE" shall mean, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, either would be required to be classified and accounted for as a capital lease on a balance sheet of such Person or otherwise be disclosed as a capital lease in a note to such balance sheet, other than, in the case of the Company or a Subsidiary of the Company, any such lease under which the Company or such Subsidiary is the lessor. "CAPITAL LEASE OBLIGATION" shall mean, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease or otherwise be disclosed in a note to such balance sheet. "CASH EQUIVALENTS" shall mean (i) marketable direct obligations issued or unconditionally guaranteed by the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 90 days from the date of acquisition thereof; (ii) commercial paper, maturing not more than 90 days after the date of issue rated P- I by Moody's Investors Service, Inc. and its successors ("MOODY'S") or A- I by Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc. or any successor ("STANDARD & POOR'S"); (iii) certificates of deposit maturing not more than 90 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (iv) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the Government of the United States of America or any agency thereof; (v) money market accounts maintained with mutual funds having assets in excess of $2,000,000,000; and (vi) tax exempt securities rated A or better by Moody's or A+ or better by Standard & Poor's. "CERBERUS" shall have the meaning set forth in the preamble hereof. "CHAPTER 11 CASES" shall have the meaning set forth in the recitals hereof. "CLOSING" shall have the meaning set forth in Section 2.4 hereof. "CLOSING DATE" shall have the meaning set forth in Section 2.4 hereof. "COMMON STOCK" shall mean the common stock, $1.00 par value per share, of the Company. "COMPANY" shall have the meaning set forth in the recitals hereof. "CONTEST" shall have the meaning set forth in Section 5.3(c) hereof. 3 "DECEMBER 2000 EXCHANGE AGREEMENT" shall have the meaning set forth in the recitals hereof. "DECEMBER 2000 NOTES" shall have the meaning set forth in the recitals hereof, which are more fully set forth in Schedule 1.1(a). "DECEMBER 2000 PREFERRED STOCK" shall have the meaning set forth in the recitals hereof. "DECEMBER 2001 NOTES" shall have the meaning set forth in the recitals hereof, which are more fully set forth in Schedule 1.1(b). "DECEMBER 2001 PREFERRED STOCK" shall have the meaning set forth in the recitals hereof. "DEFAULT" shall mean any event which, with the passage of time or notice or both, would, unless cured or waived, become an Event of Default. "DIVIDENDS DEDUCTION LAWS" shall have the meaning set forth in Section 5.4 hereof. "DIVIDENDS-RECEIVED DEDUCTION" shall have the meaning set forth in Section 5.3(a) hereof. "EMPLOYEE PLAN" means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or was maintained at any time during the six (6) calendar years preceding the date hereof) for employees of the Company or any of its ERISA Affiliates. "ENVIRONMENTAL ACTIONS" means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority involving violations of Environmental Laws or Releases of Hazardous Materials (i) from any assets, properties or businesses of the Company or any of its Subsidiaries or any predecessor in interest; (ii) from adjoining properties or businesses; or (iii) onto any facilities which received Hazardous Materials generated by the Company or any of its Subsidiaries or any predecessor in interest. "ENVIRONMENTAL LAWS" means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 180 1, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), the Federal Clean Water Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other present or future federal, state, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, pen-nit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment. 4 "ERISA" shall mean the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time and any regulations promulgated thereunder. "ERISA AFFILIATE" shall mean, with respect to the Company, any trade or business (whether or not incorporated) under common control with the Company and which, together with the Company, are treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC, excluding Noteholders and each other person which would not be an ERISA Affiliate if Noteholders did not own any issued and outstanding shares of Stock of the Company. "EVENT OF DEFAULT" shall mean (i) the occurrence of (A) any breach of any covenant set forth in Section 5.2 of this Agreement that remains uncured for a period of 15 days after receipt by the Company of written notice thereof by Noteholders, (B) the non-payment of any dividend when due, or (C) the commencement by the Company or any of its Subsidiaries of a voluntary case (other than the Chapter 11 Cases) or the consent to or entry of an order for relief by a court of competent jurisdiction against the Company or its Subsidiaries, appointing a custodian of the Company or for all or substantially all of its property, making a general assignment for the benefit of the Company's creditors, ordering the liquidation of the Company or its Subsidiaries or if the Company is generally not paying its debts as they become due, in which case of (A), (B) or (C), Noteholders, shall be entitled to exercise any available remedies under the Amended and Restated Certificate of Designation (subject to the Stockholder Agreement), or (ii) the occurrence of any breach of any representation or warranty in any material respect, or of any other agreement of the Company or any covenant set forth in Section 5.1 of this Agreement, in each case which remains uncured for a period of 45 days after receipt by the Company of written notice thereof by Noteholders, in which case Noteholders shall be entitled to exercise all available remedies other than the election of additional directors to the board of directors of the Company under Section 5 of the Amended and Restated Certificate of Designation. "EXCESS DISTRIBUTION" shall have the meaning set forth in Section 5.3(a) hereof. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. "EXCHANGE NOTES" shall have the meaning set forth in the recitals hereof. "FINAL DETERMINATION" shall have the meaning, set forth in Section 5.3(b). "FISCAL YEAR" shall mean the twelve-month period ending December 31. Subsequent changes of the fiscal year of the Company shall not change the term "Fiscal Year," unless Noteholders shall consent in writing to such changes. "FOOTHILL" shall have the meaning set forth in the preamble hereof. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect from time to time. 5 "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "GROSS-UP PAYMENT" shall have the meaning set forth in Section 5.3(a) hereof. "GSCP" shall have the meaning set forth in the preamble hereof. "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any obligation of such Person guaranteeing any Indebtedness, lease, dividend, or other obligation ("primary obligations") of any other Person (the "primary obligor") in any manner including, without limitation, any obligation or arrangement of such Person (a) to purchase or repurchase any such primary obligation, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) to indemnify the owner of such primary obligation against loss in respect thereof; provided, however, that Guaranteed Indebtedness shall not include guarantees by the Company or its Subsidiaries of Indebtedness or other obligations of the Company or its Subsidiaries. "HAZARDOUS MATERIALS" means (i) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws; (ii) petroleum and its refined products; (iii) polychlorinated biphenyls; (iv) any substance exhibiting a hazardous waste characteristic, including but not limited to, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (v) any raw materials, building components, including but not limited to asbestos-containing materials and manufactured products containing hazardous substances; provided, however, (x) in the event that any Environmental Law is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (y) to the extent that the applicable laws of any state establish a meaning for "hazardous material," "hazardous substance", "hazardous waste," "solid waste" or "toxic substance" which is broader than that specified in any federal Environmental Law, such broader meaning shall apply in the relevant state. "HOLDINGS" shall have the meaning set forth in the preamble hereof. "INDEBTEDNESS" of any Person shall mean (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured, but not including obligations to trade creditors incurred in the ordinary course of business), (ii) all obligations evidenced by notes, bonds, debentures or similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreements with respect to property acquired by such Person (even 6 though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (iv) all Capital Lease Obligations, (v) all Guaranteed Indebtedness, (vi) all Indebtedness referred to in clause (i), (ii), (iii), (iv) or (v) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness and (vii) all liabilities under Title IV of ERISA. "IRC" shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto. "IRS" shall mean the Internal Revenue Service, or any successor thereto. "JOINT VENTURE" shall mean with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association, or other entity of which 50% or less of (A) the outstanding Stock having (in the absence of contingencies) ordinary voting power to vote in the election of one or more members of the board of directors of such corporation, (B) the interest in the capital or profits of such partnership or limited liability company, or (C) the beneficial interest in such trust or estate is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person. "LIEN" shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest as to assets owned by the relevant Person under the Uniform Commercial Code or comparable law of any jurisdiction). "LOSSES" shall have the meaning set forth in Article 8 hereof. "MATERIAL ADVERSE EFFECT" shall mean material adverse effect on the business, assets, operations, prospects or financial or other condition of the Company and its Subsidiaries, if any, taken as a whole. "MAY 1998 NOTES" shall have the meaning set forth in the recitals hereof. "MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, and to which the Company, any of its Subsidiaries or any ERISA Affiliate is making, is obligated to make, has made or been obligated to make contributions on behalf of participants who are or were employed by any of them. "NOTEHOLDER" or "NOTEHOLDERS" shall have the meaning set forth in the preamble hereof. "NOTEHOLDERS" shall also include, for purposes of Article 3, any designee of a Noteholder that holds any or all of such Noteholder's shares of the December 2001 Preferred Stock. 7 "PAYMENT DATE" shall have the meaning set forth in Section 5.3(b) hereof. "PERMITTED INDEBTEDNESS" shall mean, with respect to the Company, (a) any Indebtedness existing on the date hereof as set forth in Schedule 5.2(f) and any extensions, renewals, or replacements of such Indebtedness to the extent that (i) the aggregate principal amount of such Indebtedness is not at any time increased, (ii) no material terms applicable to such Indebtedness shall be more favorable to the extending, renewing or replacement lenders than the terms that are applicable to the holders of such Indebtedness on the date hereof, and (iii) the interest rate applicable to such Indebtedness shall be a market interest rate as of the time of such extension, renewal, or replacement; (b) Indebtedness secured by Liens permitted by clauses (f), (h) and (j) of the definition of the term Permitted Liens; (c) intercompany Indebtedness between (i) the Company and any wholly owned Subsidiary or (ii) any wholly owned Subsidiary and any other wholly owned Subsidiary; (d) any reimbursement obligations of the Company or its Subsidiaries in connection with letters of credit issued by financial institutions for the account of the Company; (e) any Capital Lease Obligation of the Company or its Subsidiaries, entered into in the ordinary course of business and consistent with past practices; and (f) Indebtedness owing by a Subsidiary existing at the time such Subsidiary was acquired (or assumed by the Company or such Subsidiary at the time assets of such Subsidiary were acquired) and any extensions, renewals, or replacements of such Indebtedness to the extent that (i) the aggregate principal amount of such Indebtedness is not at any time increased, (ii) no material terms applicable to such Indebtedness shall be more favorable to the extending, renewing or replacement lenders than the terms that are applicable to the holders of such Indebtedness on the date hereof and (iii) the interest rate applicable to such Indebtedness shall be a market interest rate as of the time of such extension, renewal or replacement, provide, however, that, such Indebtedness was not incurred or created in connection with or in contemplation of such acquisition. "PERMITTED LIENS" shall mean (a) Liens for taxes, assessments and governmental charges the payment of which is not required under Section 5.1(d) unless such taxes, assessments or charges are being contested by the Company in good faith; (b) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money); (c) Liens existing on the on the date hereof, as set forth on Schedule 5.2(e), but not the extension of coverage thereof to other property or the extension of maturity, refinancing or other modification of the terms thereof or the increase of the Indebtedness secured thereby; (d) deposits and pledges securing (i) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts, including those for utilities (other than for the payment of money) and statutory obligations, or (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are incurred or otherwise arise in the ordinary course of business and secure obligations not past due; (e) easements, zoning restrictions, and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by any of the Company or its Subsidiaries in the normal conduct of such Person's business; (f) Liens upon real or personal property acquired or held in the ordinary course of business at the time of acquisition or improvement of such property to secure the purchase price thereof or incurred solely to finance the acquisition or improvement of such property, provided that (A) 8 such Liens do not cover property other than the property acquired or improved, and (B) the Indebtedness secured by, such Liens does not in any case exceed the lesser of the cost or fair market value of such property at the time of such acquisition; (g) Liens incurred in connection with the Capital Lease Obligations of the Company or its Subsidiaries, entered into in the ordinary course of business and consistent with past practices; (h) Liens to secure insurance cancellation premiums relating to insurance maintained by the Company for Noteholders in the ordinary course of business; (i) Liens on cash collateral pledged to support reimbursement obligations with respect to the letters of credit described in clause (e) of the definition of Permitted Indebtedness; and (j) Liens to secure Indebtedness incurred by the Company under or in connection with a revolving loan or other credit facility, which facility is (i) approved by an order of the Bankruptcy Court and (b) funded by one or more of the Noteholders or any of their Affiliates. "PERSON" shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body, or department thereof). "PREFERRED STOCK" shall have the meaning set forth in the recitals hereof. "RELEASE" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping, or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including ambient air, soil, surface or ground water. "REMEDIAL ACTION" means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. 9601. "RESTRICTED PAYMENT" shall mean (i) the declaration of any dividend or the incurrence of any liability to make any other payment or distribution of cash or other property or assets in respect of the Company's Stock or (ii) any payment on account of the purchase, redemption, or other retirement of the Company's Stock, or any other payment or distribution made in respect of any Stock of the Company, either directly or indirectly. "SEC" shall mean the U.S. Securities and Exchange Commission, or any successor thereto. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. 9 "SECURITIES EXCHANGE AGREEMENT" shall have the meaning set forth in the recitals hereof. "SERIES A NOTES" shall mean the Series A Senior Subordinated Notes issued by the Company to Noteholders in connection with the Securities Exchange Agreement, together with any notes issued in substitution therefor. "SERIES A PREFERRED STOCK" shall have the meaning set forth in the recitals hereof. "SERIES B NOTES" shall mean the Series B Senior Subordinated Convertible Notes issued by the Company to Noteholders issued in connection with the Securities Exchange Agreement, together with any notes issued in substitution therefor. "STOCK" shall mean all shares, options, warrants, general or limited partnership interests, limited liability company membership interest, participations, or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company, or equivalent entity whether voting or nonvoting, including, without limitation, common stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). "STOCKHOLDER AGREEMENT" shall mean the Stockholder Agreement, dated as of December 29, 2000, by and among the Company, Noteholders and each of the other stockholders party thereto, as amended on the date hereof and as such agreement may be amended, supplemented or otherwise modified from time to time. "SUBSIDIARY" shall mean with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association, or other entity (i) the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Stock having (in the absence of contingencies) ordinary voting power to vote in the election of one or more members of the board of directors of such corporation, (B) the interest in the capital or profits of such partnership or limited liability company, or (C) the beneficial interest in such trust or estate is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person. "TRANSACTION DOCUMENTS" shall mean this Agreement, the Amended and Restated Certificate of Incorporation, the Amended and Restated Certificate of Designation, the Amended and Restated Bylaws, the Stockholder Agreement, Amendment No. 5 to Securities Exchange Agreement, the December 2001 Notes and guarantees contemplated thereby. "WARN" shall have the meaning set forth in Section 4.19. References to this "AGREEMENT" shall mean this Exchange Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to the Agreement as the same may be in effect at the time such reference becomes operative. Any accounting term used in this Agreement shall have, unless 10 otherwise specifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP consistently applied. That certain terms or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules hereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. ARTICLE 2 THE PURCHASE OF THE DECEMBER 2001 PREFERRED STOCK 2.1 Authorization of Issue. Prior to the Closing, the Company shall have duly authorized the delivery of the December 2001 Preferred Stock to the Noteholders in connection with the exchange set forth below. 2.2 December 2001 Preferred Stock. Subject to the terms and conditions set forth in this Agreement, each of Noteholders exchanges its pro rata share of the Exchange Notes on the Closing Date for its pro rata share of the December 2001 Preferred Stock on the terms and subject to the conditions set forth herein and containing the terms, preferences and limitations set forth in the Amended and Restated Certificate of Designation, such December 2001 Preferred Stock to be issued and delivered to Noteholders by the Company as follows: (a) Cerberus to receive 67.8585 shares; (b) GSCP or its designee to receive 86.1639 shares; and (c) Foothill to receive 35.5481 shares. 2.3. December 2001 Notes. Subject to the terms and conditions set forth in this Agreement, the Company shall execute and deliver to Noteholders the December 2001 Notes in substitution for the December 2000 Notes on the terms and subject to the conditions set forth herein and containing the terms and limitations set forth in the December 2001 Notes, such Notes to be delivered to the Noteholders as follows: (a) Cerberus to receive a Series A Note in the aggregate principal amount of $14,392,797.20 and a Series B Note in the aggregate principal amount of $32,962,340.54; (b) GSCP to receive a Series A Note in the aggregate principal amount of $18,275,371.22 and a Series B Note in the aggregate principal amount of $41,854,200.46; and (c) Foothill to receive a Series A Note in the aggregate principal amount of $7,539,769.58 and a Series B Note in the aggregate principal amount of $17,267,558.00. 2.4 Closing. The closing of the exchange of the Exchange Notes for the issuance of the December 2001 Preferred Stock and the delivery of the December 2001 Notes (the "CLOSING") shall take place on December 31, 2001, or such date and time as shall be mutually agreed to by the parties hereto (the "CLOSING DATE"), but in any event no later than December 31, 2001, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or such other place as shall be mutually agreed to by the parties hereto. On the Closing Date, the Company will deliver to each Noteholder, in exchange for its pro rata share of 11 the Exchange Notes, (a) certificates representing such Noteholder's pro rata share of the December 2001 Preferred Stock registered in such names and in such denominations as such Noteholder requests, and (b) notes representing such Noteholder's pro rata share of the December 2001 Notes. ARTICLE 3 NOTEHOLDERS' REPRESENTATIONS Each Noteholder, severally and not jointly, makes the following representations and warranties to the Company, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder: 3.1 Investment Intention. Such Noteholder is acquiring the December 2001 Preferred Stock for its own account, for investment purposes and not with a view to the distribution thereof. Such Noteholder will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise dispose of any of the December 2001 Preferred Stock (or solicit any offers to buy, purchase, or otherwise acquire any of the December 2001 Preferred Stock), except in compliance with the Securities Act. 3.2 Accredited Investor. Such Noteholder is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. Such Noteholder's investment in the Company is reasonable in relation to such Noteholder's net worth and financial needs, and such Noteholder is able to bear the economic risk of losing its entire investment in the December 2001 Preferred Stock. Such Noteholder has adequate means of providing for such Noteholder's current needs and contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of such Noteholder's entire investment. 3.3 Corporate Existence. Such Noteholder is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. 3.4 Power; Authorization; Enforceable Obligations. The execution, delivery, and performance by such Noteholder of this Agreement and the other Transaction Documents to be executed by it: (i) are within such Noteholder's corporate or partnership power, as the case may be; (ii) have been duly authorized by all necessary corporate or partnership action, as the case may be; (iii) are not in contravention of any provision of such Noteholders' certificate of incorporation, by-laws, partnership agreement or other similar organizational document; and (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality binding on such Noteholder. This Agreement and the other Transaction Documents to which such Noteholder is a party have each been duly executed and delivered by such Noteholder and constitute the legal, valid, and binding obligations of such Noteholder, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting 12 creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.5 Ownership of Exchange Notes. Such Noteholder is the beneficial owner of, and has good and marketable title to, the Exchange Notes it will exchange pursuant to terms of this Agreement and on the Closing Date will deliver for exchange their interests in such Exchange Notes free and clear of all Liens, options, purchase rights, contracts, equities claims, and demands. Such Noteholder is not a party to any option, warrant purchase right, or other contract or commitment that could require such Noteholder to sell, transfer or dispose of any of such Exchange Notes. 3.6 Information. Such Noteholder is in a position regarding the Company, which, based upon its relationship or economic bargaining power, enabled and enables such Noteholder to obtain information from the Company in order to evaluate the merits and risks of such Noteholder's investment in the December 2001 Preferred Stock. The Company has made available to such Noteholder, at a reasonable time prior to its purchase of the December 2001 Preferred Stock, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any additional information relating to the Company, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to it or otherwise to make an informed investment decision. No statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the written information disclosed to such Noteholder. 3.7 No General Solicitation. Such Noteholder has not been offered the December 2001 Preferred Stock by any form of general solicitation or general advertising, including but not limited to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. 3.8 California Blue Sky. Foothill understands that the sale of the December 2001 Preferred Stock that is the subject of this Agreement has not been qualified with the Commissioner of Corporation of the State of California and the issuance of the December 2001 Preferred Stock or the payment or receipt of any part of the consideration therefor prior to the qualification is unlawful, unless the sale of the December 2001 Preferred Stock is exempt from the qualification by Section 25100, 25102, or 25105 of the California Corporations Code. Such Noteholder further understands that the rights of all parties to this Agreement are expressly conditioned upon the qualification being obtained, unless the sale is so exempt. 3.9 New York Blue Sky. Each of Cerberus and GSCP or its designee is a "financial institution" or "institutional buyer" as defined in Section 359-e of the New York General Business Law. 13 ARTICLE 4 COMPANY'S REPRESENTATIONS AND WARRANTIES The Company makes the following representations and warranties to each Noteholder as of the date hereof, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder: 4.1 Authorized and Outstanding Stock. After giving effect to the Closing, the authorized Stock of the Company consists of (a) 1,000,000 shares of Common Stock, of which 1,000 shares are issued and outstanding, and (b) 10,000 shares of preferred stock, $0.001 par value per share, of the Company, of which 2,500 shares are designated as the Series A Preferred Stock, of which 1,241.1047 shares will be issued and outstanding after giving effect to the transactions contemplated by this Agreement. All of such issued and outstanding shares, including, without limitation, the December 2001 Preferred Stock, are validly issued, fully paid and non-assessable. Schedule 4.1 hereto contains a complete and correct list of all stockholders of the Company and the number of shares owned by each. Except as set forth on Schedule 4.1, (i) there is no existing option, warrant, call, commitment or other agreement to which the Company is a party requiring, and there are no convertible securities of the Company outstanding which upon conversion would require or permit, the issuance of any additional shares of Stock of the Company or other securities convertible into shares of equity securities of the Company, other than, under certain circumstances, the issuance of Common Stock or the Series A Preferred Stock in lieu of cash dividends on the Series A Preferred Stock and (ii) there are no agreements to which the Company is a party or, to the knowledge of the Company, to which any stockholder or warrant holder of the Company is a party, with respect to the voting or transfer of the Stock of the Company or with respect to any other aspect of the Company's affairs, other than the Stockholder Agreement. There are no stockholders' preemptive rights or rights of first refusal or other similar rights with respect to the issuance of Stock by the Company, other than pursuant to the Transaction Documents. 4.2 Authorization and Issuance of the December 2001 Preferred Stock. The issuance of the December 2001 Preferred Stock has been duly authorized by all necessary corporate action on the part of the Company and, upon delivery to Noteholders of certificates therefor in exchange for the Exchange Notes in accordance with the terms hereof, the December 2001 Preferred Stock will have been validly issued and fully paid and non-assessable, free and clear of all pledges, liens, encumbrances, and preemptive rights, except as provided in the Stockholder Agreement. 4.3 Securities Laws. In reliance on the investment representations contained in Article 3, the offer, issuance, sale, and delivery of the December 2001 Preferred Stock, as provided in this Agreement, are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws. Neither the Company nor any Person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the December 2001 Preferred Stock under the Securities Act and the rules and regulations of the SEC thereunder) which might subject the offering, issuance or sale of the December 2001 Preferred Stock to the registration requirements of Section 5 of the Securities Act. 4.4 Corporate Existence: Compliance with Law. The Company and each of its Subsidiaries, if any, (i) is a corporation, limited liability company, limited partnership, or 14 unincorporated joint venture duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute and deliver each Transaction Document to which it is a party and consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary except where the failure to be qualified or in good standing is not reasonably likely to have a Material Adverse Effect. 4.5 Subsidiaries. Schedule 4.5 is a complete and correct description of the name, jurisdiction of incorporation and ownership of the outstanding Stock of all Subsidiaries of the Company in existence on the date hereof. All of the issued and outstanding shares of Stock of such Subsidiaries have been validly issued and are fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal, or other similar rights. Except as indicated on such Schedule, all such Stock is owned by the Company directly or indirectly through one or more of its wholly-owned Subsidiaries, free and clear of all Liens (other than Permitted Liens), and there are no options, warrants, rights to purchase, or similar rights covering Stock for any such Subsidiary. 4.6 Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by the Company of this Agreement, the other Transaction Documents to which it is a party and all instruments and documents to be delivered by the Company, the issuance and sale of the December 2001 Preferred Stock and the consummation of the other transactions contemplated by any of the foregoing: (i) have been duly authorized by all necessary action, (ii) except for such conflicts for which consents have been obtained, do not and will not contravene its charter or by-laws, its limited liability company, or operating agreement or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any material contractual restriction binding on or otherwise affecting its operations or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (iv) except as set forth in Schedule 4.6, do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except where such contravention, creation, suspension, revocation, impairment, forfeiture, or nonrenewal is not reasonably likely to have a Material Adverse Effect. This Agreement and each of the other Transaction Documents being delivered on the date hereof have been duly executed and delivered by the Company and Subsidiaries named therein and will be the legal, valid and binding obligation of the Company and each Subsidiary that is a party thereto, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights and to general principles of equity. 4.7 Financial Condition. (a) Except as set forth on Schedule 4.7, since December 31, 2000, no event or development has occurred that has had or is reasonably likely to have a Material Adverse Effect. (b) The Company has heretofore furnished to Noteholders consolidated balance sheets and statements of operations and cash flows of Holdings dated as of 15 December 31, 2000, which have been audited by and accompanied by the opinion of independent public accountants. Such balance sheets and statements of operations and cash flows present fairly in all material respects the consolidated financial condition and results of operations of Holdings and its consolidated Subsidiaries as of the dates and for the periods indicated, and such audited balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated Subsidiaries, as of the dates thereof. 4.8 Properties. Except as disclosed on Schedule 4.8, (i) each of the Company and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all property and assets material to its business, free and clear of all Liens except Permitted Liens. The properties are in good working order and condition, ordinary wear and tear excepted. Schedule 4.8 sets forth a complete and accurate list of all real property owned or leased by each of the Company and its Subsidiaries, and (ii) each of the Company and its Subsidiaries has complied with all obligations under all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect, except for any instances of noncompliance and such failures of such leases to be in full force and effect that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. 4.9 Adverse Agreements, Etc. Except (A) the Chapter 11 Cases and (B) as set forth on Schedule 4.14, none of the Company nor its Subsidiaries is subject to any charter, limited liability company agreement, partnership agreement, or other corporate, partnership, or limited liability company restriction or any judgment, order or ruling of a court or other Governmental Authority that is reasonably likely to have a Material Adverse Effect. 4.10 Environmental Matters. Except where such noncompliance, Release, or Environmental Action is not reasonably likely to have a Material Adverse Effect, (i) the operations of each of the Company and its Subsidiaries are in compliance in all material respects with Environmental Laws; (ii) there has been no Release at any of the properties owned or operated by any of the Company and its Subsidiaries or a predecessor in interest, or at any disposal or treatment facility which received Hazardous Materials generated by any of the Company and its Subsidiaries or any predecessor in interest which could have a Material Adverse Effect; (iii) no Environmental Action has been asserted against any of the Company and its Subsidiaries or any predecessor in interest nor does any of the Company and its Subsidiaries have knowledge or notice of any threatened or pending Environmental Action against any of the Company and its Subsidiaries or any predecessor in interest which could have a Material Adverse Effect; and (iv) no Environmental Actions have been asserted against any facilities that may have received Hazardous Materials generated by any of the Company and its Subsidiaries or any predecessor in interest which could have a Material Adverse Effect. 4.11 Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any of the Company and its Subsidiaries, threatened against any of the Company and its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or, to the best knowledge of any of the Company and its Subsidiaries threatened against any of the Company and its Subsidiaries which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage, or similar action or grievance pending or, to the best knowledge of the Company and its 16 Subsidiaries, threatened against any of the Company and its Subsidiaries, except employee grievances that are not reasonably likely to have a Material Adverse Effect, and (iii) to the best knowledge of the Company and any of its Subsidiaries, no union representation question existing with respect to the employees of the Company or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any of them. 4.12 Holding Company and Investment Company Acts. None of the Company or any of its Subsidiaries is (i) a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended or (ii) an "investment company" or an "affiliated person" or "promoter" of, or "principal underwriter" of or for, an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. 4.13 Taxes. All Federal, state and local tax returns and other reports required by applicable law to be filed by the Company or its Subsidiaries have been filed, or extensions have been obtained, and all taxes, assessments and other governmental charges imposed upon the Company or its Subsidiaries or any property of the Company or its Subsidiaries and which have become due and payable on or prior to the date hereof have been paid, except (i) to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine, or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof, or (ii) where the failure to make such filing, extension or, payment is not reasonably likely to have a Material Adverse Effect. As of the date hereof, except as set forth on Schedule 4.13, no federal income tax returns of the Company or its Subsidiaries are being audited by the IRS and neither the Company nor its Subsidiaries has as of the date hereof requested or been granted any extension of time to file any federal, state, local, or foreign tax return. Except as set forth on Schedule 4.13, none of the Company nor its Subsidiaries is a party to or has any obligation under any tax sharing agreement. 4.14 Litigation. Except as set forth in Schedule 4.14, there is no pending or, to the knowledge of the Company or any of its Subsidiaries, threatened action, suit or proceeding affecting the Company or any of its Subsidiaries before any court or other Governmental Authority or any arbitrator that is reasonably likely to have a Material Adverse Effect or relates to any Transaction Document or any transaction contemplated hereby or thereby or that, if adversely determined, is reasonably likely to have a Material Adverse Effect. 4.15 Brokers. No broker or finder acting on behalf of the Company or any of its Subsidiaries brought about the consummation of the transactions contemplated pursuant to this Agreement and neither the Company nor any of its Subsidiaries has any obligation to any Person in respect of any finder's or brokerage fees (or any similar obligation) in connection with the transactions contemplated by this Agreement. The Company is solely responsible for the payment of all such finder's or brokerage fees, if any. 4.16 Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any of the Company or its Subsidiaries of any Transaction Document to which it is or will be a party, except (i) as set forth in Schedule 4.16, (ii) notice filings that may be required by applicable state "blue sky" laws and Federal securities 17 laws, and (iii) where the failure to obtain such authorization or approvals, or to provide such notice or filing, with any Governmental Authority is not reasonably likely to have a Material Adverse Effect. 4.17 Patents, Trademarks, Copyrights and Licenses. Each of the Company and its Subsidiaries owns or licenses or otherwise has the right to use all licenses, permits, trademarks, trademark applications, patents, patent applications, service marks, tradenames, copyrights, copyright applications, franchises, authorizations, and other intellectual property rights that are necessary for the operations of its businesses, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such infringements and conflicts which, individually or in the aggregate, could not have a Material Adverse Effect. Set forth on Schedule 4.17 hereto is a complete and accurate list as of the date hereof of all trademarks, trademark applications and tradenames, material licenses, permits, patents, patent applications, service marks, copyrights, copyright applications, franchises, authorizations and other intellectual property rights of each of the Company and its Subsidiaries. No slogan or other advertising device, product, process, method, substance, part, or other material now employed, or now contemplated to be employed, by the Company or its Subsidiaries infringes upon or conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened, except for such infringements and conflicts which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. To the best knowledge of each of the Company and its Subsidiaries, no patent, invention, device, application, principle or any statute, law, rule, regulation, standard, or code is pending or proposed, which, individually or in the aggregate, that is reasonably likely to have a Material Adverse Effect. 4.18 Compliance with Laws, Etc. None of the Company nor its Subsidiaries is in violation of its organizational documents, any material law, rule, regulation, judgment or order of any Governmental Authority applicable to it or any of its material property or assets, including, without limitation, any Physician Self-Referral Laws, and no Default or Event of Default has occurred and is continuing. 4.19 ERISA. Except where any violation is not reasonably likely to have a Material Adverse Effect, (i) each Employee Plan is in substantial compliance with ERISA and the IRC, (ii) no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii) the most recent annual report (Form 5500 Series) with respect to each Employee Plan, including any required Schedule B (Actuarial Information) thereto, copies of which have been filed with the IRS and delivered to Noteholders, is complete and correct and fairly presents the funding status of such Employee Plan, and since the date of such report there has been no material adverse change in such funding status, (iv) no Employee Plan had an accumulated or waived funding deficiency or permitted decreases which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the IRC at any time during the Previous 60 months, and (v) no Lien imposed under the IRC or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the IRC at any time during the previous 60 months. None of the Company, its Subsidiaries, or any of their ERISA Affiliates have incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or are aware of any facts indicating that the Company, its Subsidiaries, or any of their ERISA Affiliates may in 18 the future incur any such withdrawal liability. Except as required by Section 4980B of the IRC, none of the Company, its Subsidiaries, or any of their ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(l) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, its Subsidiaries or any of its ERISA Affiliates or coverage after a participant's termination of employment. None of the Company, its Subsidiaries or any of their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, which remains unpaid or unsatisfied. 4.20 Registration Under Exchange Act, Registration Rights. Neither the Company nor any of its Subsidiaries has registered any class of its securities pursuant to Section 12 of the Exchange Act and no such registration is required by the Exchange Act. Neither the Company nor any of its Subsidiaries is under any obligation to register, under the Securities Act, any of its presently outstanding securities or any securities which may hereafter be issued. 4.21 Full Disclosure. Each of the Company and its Subsidiaries has disclosed to Noteholders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that are reasonably likely to have a Material Adverse Effect. None of the other reports, financial statements, certificates, or other information taken as a whole furnished by or on behalf of any of the Company and its Subsidiaries to Noteholders in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading; provided, however, that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 4.22 Insurance. Each of the Company and its Subsidiaries keeps its property adequately insured and maintains (i) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar businesses, (ii) workmen's compensation insurance in the amount required by applicable law, (iii) public liability Insurance, which shall include product liability insurance, in the amount customary with the Company in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (iv) such other insurance as may be required by law or as may be reasonably required by Noteholders. Schedule 4.22 sets forth a list of all insurance maintained by each of the Company and its Subsidiaries on the date hereof. 4.23 Joint Ventures. The Company and its Subsidiaries do not own, directly or indirectly, any equity interest in any Person other than the Subsidiaries listed on Schedule 4.5 and the Joint Ventures listed on Schedule 4.23. Schedule 4.23 sets forth as of the date hereof a list of all Joint Ventures in which any of the Company and its Subsidiaries has an equity interest and the direct or indirect percentage ownership interest of such Person therein. 4.24 Permits, Etc. Except as set forth on Schedule 4.24, (A) each of the Company and its Subsidiaries has, and is in compliance with, all material permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or 19 to be acquired, by such Person, except where the failure to possess or noncompliance is not reasonably likely to have a Material Adverse Effect and (B) no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture, or non-renewal of any such permit, license, authorization, approval, entitlement, or accreditation, and there is no claim that any thereof is not in full force and effect. ARTICLE 5 COVENANTS 5.1 Affirmative and Financial Covenants. The Company covenants and agrees that from and after the date hereof (except as otherwise provided herein, or unless Noteholders have given their prior written consent) so long as any shares of the December 2001 Preferred Stock are outstanding: (a) Books and Records. The Company shall, and shall cause its Subsidiaries to, keep adequate records and books of account with respect to their business activities, in which proper entries, reflecting all of their financial transactions, are made in accordance with GAAP. (b) Financial and Business Information. (i) Monthly Information. Commencing with the month ending December 31, 2001, the Company will deliver to Noteholders as soon as practicable after the end of each month, but in any event within 45 days of each month ending December 31, 2001, January 31, 2002 and February 28, 2002 and within 35 days of the end of each month thereafter: (A) an unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries, if any, at the end of such month and (B) unaudited consolidated statements of operations, retained earnings and cash flows of Holdings and its consolidated Subsidiaries, if any, for such month and for the portion of such year ending with such month; (ii) Quarterly Information. The Company will deliver to Noteholders as soon as practicable after the end of each of the first three quarterly fiscal periods in each fiscal year of Holdings, but in any event within 45 days thereafter, (A) an unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries, if any, as at the end of such quarter, and (B) unaudited consolidated statements of operations, retained earnings and cash flows of Holdings and its consolidated Subsidiaries, if any, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in comparative form the actual consolidated figures for the comparable period of the prior fiscal year. Such statements shall be (1) prepared in accordance with GAAP, (2) in reasonable detail and (3) certified by the principal financial or accounting officer of Holdings. (iii) Annual Information. The Company will deliver to Noteholders as soon as practicable after the end of each fiscal year of Holdings, but in any event within 90 days thereafter, (A) an audited consolidated balance sheet of Holdings and its consolidated Subsidiaries, if any, as at the end of such year and (B) audited consolidated statements of operations, retained earnings and cash flows of Holdings and its consolidated Subsidiaries, if any, for such year setting forth in each case in comparative form the figures for the previous 20 year. Such statements shall be (1) prepared in accordance with GAAP, (2) in reasonable detail, and (3) opined upon by Ernst & Young, LLP or such other firm of independent certified public accountants of recognized national standing selected by Holdings and reasonably acceptable to Noteholders. (iv) Filings. The Company will deliver to Noteholders, promptly upon their becoming available, one copy of each report, notice, or proxy statement sent by Holdings and/or the Company to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any registration statement, prospectus or other writing (other than transmittal letters) (including, without limitation, by electronic means) pursuant to the Securities Act filed by Holdings and/or the Company with (i) the SEC or (ii) any securities exchange on which shares of Common Stock of Holdings and/or the Company are listed. (v) Projections. Commencing with the Fiscal Year ended December 31, 2002, the Company will deliver to Noteholders within 15 days prior to the beginning of each Fiscal Year: (1) projected consolidated balance sheets of Holdings and its consolidated Subsidiaries, if any, for such Fiscal Year, on a monthly basis; (2) projected consolidated cash flow statements of Holdings and its consolidated Subsidiaries, if any, including summary details of cash disbursements (including for capital expenditures), for such Fiscal Year, on a monthly basis; and (3) projected consolidated statements of operations of Holdings and its consolidated Subsidiaries, if any, for such Fiscal Year, on a monthly basis; in each case, approved by the Board of Directors of the Company, together with appropriate supporting details. (vi) Customer Complaints; Other Information. The Company will promptly notify Noteholders of any material customer complaints concerning the Company's products and services. If requested by any Noteholder, the Company will deliver to such Noteholder such other information respecting the Company's or any of its Subsidiaries' business, financial condition or prospects as such Noteholder may, from time to time, reasonably request. (vii) Business Plan. On or before January 30, 2002 the Company shall furnish to Noteholders a Business Plan through December 31, 2002. The Business Plan will be prepared such that it is believed by the Company at the time furnished to be reasonable, have been prepared on a reasonable basis and in good faith by the Company, and have been based on assumptions believed by the Company to be reasonable at the time made and upon the best information then reasonably available to the Company, and such that the Company was not aware of any facts or information that would lead it to believe that such projections, are incorrect or misleading in any material respect. (c) Communication with Accountants. Subject to execution of a confidentiality agreement and applicable securities laws, the Company authorizes each Noteholder to communicate directly with its independent certified public accountants and tax advisors and authorizes those accountants to disclose to such Noteholder any and all financial 21 statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of the Company and any of its Subsidiaries. (d) Tax Compliance. The Company shall pay all transfer, excise, or similar taxes (not including income or franchise taxes) in connection with the issuance, sale, delivery, or transfer by the Company to Noteholders of the Series A Preferred Stock and any Common Stock or Series A Preferred Stock issued in lieu of cash dividends on the Series A Preferred Stock and shall indemnify and save each Noteholder harmless without limitation as to time against any and all liabilities with respect to such taxes. The Company shall not be responsible for any taxes in connection with the transfer of the Series A Preferred Stock or such Common Stock by the holder thereof. The obligations of the Company under this Section 5.1(d) shall survive the payment, prepayment, or redemption of the Series A Preferred Stock and the termination of this Agreement. (e) Insurance. The Company shall and shall cause each Subsidiary of the Company to maintain insurance covering, without limitation, fire, theft, burglary, public liability, property damage, product liability, workers' compensation, directors' and officers' insurance, and insurance on all property and assets material to the operation of the business, all in amounts customary for the industry. The Company shall, and shall cause each of its Subsidiaries to, pay all insurance premiums payable by them. (f) Compliance with Law. The Company shall, and shall cause each of its Subsidiaries to, comply with all laws, including Environmental Laws, applicable to it, except where the failure to comply would not be reasonably likely to result in a Material Adverse Effect. (g) Maintenance of Existence and Conduct of Business. The Company shall, and shall cause each of its Subsidiaries to: (i) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and its rights and franchises; (ii) except as permitted hereunder, at all times maintain, preserve and protect all of its patents, trademarks, and trade names, and preserve all the remainder of its material assets, in use or useful in the conduct of its business and keep the same in good repair, working order, and condition (taking into consideration ordinary wear and tear) and from time to time make, or cause to be made, all needful and proper repairs, renewals and replacements, betterments and improvements thereto consistent with industry practices; and (iii) continue to conduct businesses related to the business that the Company is engaged in on the date hereof. (h) Access. The Company shall permit representatives of Noteholders to visit and inspect any of the properties of the Company and its Subsidiaries, to examine the corporate books and make copies or extracts therefrom and to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the principal officers of the Company, all at such reasonable times, upon reasonable notice and as often as such Noteholder may reasonably request. (i) Excess Cash. The Company shall invest all excess cash in cash and Cash Equivalents. 22 (j) Exchange of Stock Certificates. The Company will, at its expense, promptly upon surrender of any certificates representing shares of the December 2001 Preferred Stock at the office of the Company referred to in, or designated pursuant to, Section 10.1 hereof, execute and deliver to any Noteholder so surrendering such certificates a new certificate or certificates in denominations specified by such Noteholder for an aggregate number of shares of Series A Preferred Stock equal to the number of shares of such stock represented by the certificates surrendered. (k) Lost, Stolen, Destroyed, or Mutilated Stock Certificates. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of any certificate for shares of the December 2001 Preferred Stock and, in the case of loss, theft, or destruction, upon delivery of an indemnity reasonably satisfactory to the Company (which may be an undertaking by a Noteholder to so indemnify the Company), or, in the case of mutilation, upon surrender and cancellation thereof, the Company will issue a new certificate of like tenor for a number of shares of Series A Preferred Stock equal to the number of shares of such stock represented by the certificate lost, stolen, destroyed or mutilated. (1) Further Assurances. Take such action and execute, acknowledge, and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge, and deliver, at their sole cost and expense, such agreements, instruments or other documents as Noteholders may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Transaction Documents; (ii) to establish and maintain the validity and effectiveness of any of the Transaction Documents; and (iii) to better assure, convey, grant, assign, transfer, and confirm unto Noteholders the rights now or hereafter intended to be granted to Noteholders under this Agreement or any other Transaction Documents. 5.2 Negative Covenants. The Company covenants and agrees that from and after the date hereof (except as otherwise provided herein, or unless Noteholders have given their prior written consent) so long as any shares of the December 2001 Preferred Stock are outstanding: (a) Permitted Acquisitions or Investments. The Company shall not, and shall not permit any of its Subsidiaries to, directly, enter into or indirectly in any transaction or related series of transactions, acquire or invest in, whether for cash, debt, Stock, or other property or assets or by guaranty of any obligation, any assets or business of any Person other than (i) acquisitions by the Company or wholly-owned Subsidiaries of the Company from the Company or any such wholly-owned Subsidiary or investments therein; (ii) acquisitions in the ordinary course of business; and (iii) acquisitions involving an aggregate purchase price of not more than the Acquisition Threshold, (iv) investments in Cash Equivalents, or (v) investments existing on the date hereof, as set forth on Schedule 5.2(a), but not any increase in the amount thereof as set forth on such Schedule or any other modification of the terms thereof; provided, however, the Company may cumulatively make loans or advances or issue Guaranteed Indebtedness in an aggregate amount of up to $3,000,000 and the Company may conduct such transactions as are required under agreements that are in existence on (and as constituted on) the Closing Date with respect to joint ventures, partnerships, non-wholly owned Subsidiaries, and Subsidiaries of Holdings organized under the laws of Canada. Except as provided in this paragraph (a), the 23 Company shall not, and shall not permit any of its Subsidiaries to, Invest in any Person if, after giving effect thereto, such Person would be an Affiliate, but not a Subsidiary, of the Company. (b) Sales of Assets; Liquidation. Except to the extent required by any Governmental Authority possessing jurisdiction over the business or operations of the Company or any of its Subsidiaries, the Company shall not, and shall not permit any Subsidiary of the Company to (i) sell, transfer, convey or otherwise dispose of any assets or properties, including accounts receivable or (ii) liquidate, dissolve or wind up the Company, or any of its Subsidiaries, except for transfers to the Company, whether voluntary or involuntary; provided, however, that the foregoing shall not prohibit (i) the sale of assets in the ordinary course of business, (ii) the sale of surplus or obsolete equipment and fixtures, or (iii) transfers resulting from any casualty or condemnation of assets or properties. (c) Stock. Except with respect to shares issued in lieu of cash dividends in accordance with the Amended and Restated Certificate of Designation, the Company shall not issue any additional senior or pari passu securities. The Company's authorized Stock shall not include any Stock senior to or pari passu with the Series A Preferred Stock. (d) Transactions with Affiliates. The Company shall not and shall not permit any Subsidiary of the Company to enter into or be a party to any transaction with any Affiliate of the Company or such Subsidiary, except (i) transactions expressly permitted hereby, (ii) transactions in the ordinary course of and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms that are fully disclosed to Noteholders and are no less favorable to the Company or such Subsidiary than would be obtained in a comparable arm's-length transaction with a Person not an Affiliate of the Company or such Subsidiary, (iii) transactions between the Company and its wholly-owned Subsidiaries or its Joint Ventures or between such Subsidiaries and their Joint Ventures and (iv) payment of compensation to employees and directors' fees. (e) Liens, Etc. The Company shall not and shall not permit its Subsidiaries to create, incur, assume, or suffer to exist any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, to file or suffer to exist under the Uniform Commercial Code or any similar law or statute of any jurisdiction, a financing statement (or the equivalent thereof) that names Company or any of its Subsidiaries as debtor, to sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof), to sell any of its property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable) with recourse to the Company or any of its Subsidiaries or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any account or other right to receive income, other than Permitted Liens. (f) Indebtedness. The Company shall not and shall not permit any Subsidiary of the Company to incur or suffer to exist any Indebtedness except Permitted Indebtedness. The Company shall not and shall not permit any Subsidiary of the Company to directly or indirectly prepay, redeem, purchase, or retire any Indebtedness, other than Capital Lease Obligations, or to amend or otherwise modify any Indebtedness, other than Capital Lease Obligations, to the extent such amendment or modification would be adverse to Noteholders in any material respect. 24 (g) Restricted Payments. The Company shall not and shall not permit any Subsidiary of the Company to make any Restricted Payments nor shall the Company permit any Subsidiary to make such payments with respect to the Company's Stock; provided, however, that the Company may (a) declare and pay cash dividends on the Series A Preferred Stock and (b) redeem the Series A Preferred Stock in accordance with its terms. (h) Sale and Leaseback Transactions. The Company shall not and shall not permit any Subsidiary to enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred, except that the Company or any Subsidiary may enter into any such arrangement so long as the aggregate amount of Indebtedness incurred in connection with such arrangements does not exceed $5,000,000 at any time outstanding. 5.3 Certain Tax Matters. (a) In the event (i) of a Final Determination (as defined below) that, due to any reason (including by reason of any of the terms of Series A Preferred Stock) other than an act or failure to act of any Noteholder (including by reason of the application of IRC Section 246(c) or IRC Section 246A) or any Noteholder being other than a corporation, dividends paid or accrued or deemed paid or accrued on the December 2001 Preferred Stock are not eligible for the dividends received deduction provided under the Dividends Deduction Laws (the "DIVIDENDS-RECEIVED DEDUCTION"), (ii) any Dividends Deduction Law or any similar or corresponding state or local law is amended to reduce or eliminate or otherwise limit the Dividends-Received Deduction available to any Noteholder or (iii) any dividend with respect to the December 2001 Preferred Stock does not constitute, in whole or in part, a dividend for federal income tax purposes or such dividend is subject to Section 1059 of the IRC (in either case, an "EXCESS DISTRIBUTION"), the Company shall pay to Noteholders with respect to each such dividend payment, no later than the Payment Date (as defined below), an additional payment (the "GROSS-UP PAYMENT") such that the net amount of such Gross-Up Payment received and retained by such Noteholder after payment by such Noteholder of any federal, state and local income tax payable with respect to such Gross-Up Payment shall equal, in the case of (i) or (ii) above, the difference between (x) the federal, state, and local income tax payable by such Noteholder with respect to such dividend in its taxable year in which the dividend was paid or deemed paid and (y) the federal, state, and local income tax which would have been payable by such Noteholder in its taxable year in which the dividend was paid or deemed paid if the events described in (i) or (ii) had not occurred and in the case of (iii) above, an amount which, when taken together with the aggregate distributions (whether treated as dividends or Excess Distributions for federal income tax purposes) paid or deemed paid to such Noteholder during any taxable year, would cause such Noteholders' net yield in dollars (after taking into effect the federal income tax consequences of treating the Excess Distributions received by such Noteholder as capital gain received upon the taxable sale or exchange of the December 2001 Preferred Stock) to be equal to the net yield in dollars which would have been received by such Noteholder had none of the distributions paid or deemed paid to such Noteholder during such taxable year constituted Excess Distributions, in all cases together with any interest or penalties actually payable by such Noteholder to the IRS or any other applicable taxing authority by reason of such events. 25 (b) A "FINAL DETERMINATION" shall mean (i) a decision, judgment, decree, or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final or (ii) a closing agreement entered into under Section 7121 (or any successor to such Section) of the IRC or any corresponding provision of state or local law, or any other settlement agreement entered into in connection with an administrative or judicial proceeding and consented to be a Noteholder or any member of its consolidated group. The "PAYMENT DATE" shall mean the date that is 90 days after the end of the relevant taxable year. (c) If any Noteholder is notified formally or informally of any audit, examination, or proceeding by the IRS or any other taxing authority with respect to the availability of the Dividends-Received Deduction, such Noteholder shall promptly notify the Company of such audit, examination, or proceeding; provided, however, that such Noteholder's failure to give such notice or to keep the Company fully informed concerning a Contest (as defined below) shall not affect the Company's obligation to make Gross-Up Payments in accordance with this Section. Such Noteholder shall have exclusive control and responsibility to conduct any audit, examination, proceeding, or litigation (a "CONTEST") with respect to such issue. (d) All subsequent holders of the December 2001 Preferred Stock shall be entitled to all of the benefits of this Section; provided that any such subsequent holders qualifies for the Dividends-Received Deduction under the then current Dividend Deductions Laws at the time of its acquisition of the December 2001 Preferred Stock. 5.4 Status of Dividends. The Company will not (i) in any income tax return or claim for refund of income tax or other submission to the IRS or other taxing authority claim a deduction in respect of amounts paid or payable under the December 2001 Preferred Stock, whether as interest or pursuant to any other statutory provisions or regulation now in effect or hereafter enacted or adopted, except to the extent that any such deduction shall not, in the opinion of counsel satisfactory to Noteholders, operate to jeopardize the availability to any Noteholder of the dividends received deduction provided by Section 243(a)(l) of the IRC, or any successor provision or any similar or corresponding provision under state or local law (collectively, the "DIVIDENDS DEDUCTION LAWS"), (ii) in any report to stockholders, or to any governmental body having jurisdiction over the Company or otherwise treat the December 2001 Preferred Stock other than as equity capital or the dividends paid thereon other than as dividends paid on equity capital unless required to do so by a governmental body having jurisdiction over the accounts of the Company or by a change in GAAP required as a result of action by an authoritative accounting standards-setting body, and (iii) except to the extent permitted in clause (i) above and other than as expressly permitted by this Agreement or the Amended and Restated Certificate of Incorporation take any action which would result in dividends paid by the Company on the December 2001 Preferred Stock out of the Company's current or accumulated earnings and profits being ineligible for the dividends received deduction provided by any Dividends Deduction Laws. 26 ARTICLE 6 CONDITIONS PRECEDENT 6.1 Conditions Precedent. The obligation of each Noteholder to purchase the December 2001 Preferred Stock pursuant to Section 2.2 hereof, is subject to the condition that such Noteholder shall have received, on the Closing Date, the following, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to Noteholders: (a) Opinions of Reed Smith LLP, counsel to the Company, and David Schwab, general counsel of the Company, substantially in the forms attached hereto as Exhibit C and Exhibit D, respectively, it being understood that to the extent that such opinion of counsel to the Company shall rely upon any other opinion of counsel, each such other opinion shall be in form and substance reasonably satisfactory to Noteholders and shall provide that Noteholders may rely thereon. (b) True and correct copy of this Agreement, dated as of the Closing Date, duly executed by the parties hereto. (c) True and correct copies of the resolutions of the board of directors and stockholders of the Company and the board of directors of Holdings, certified by the Secretary or Assistant Secretary of the Company, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (d) Governmental certificates, dated the most recent practicable date prior to the Closing Date, showing that the Company is organized and in good standing in the jurisdiction of its organization. (e) True and correct copies, certified by the Secretary or Assistant Secretary of the Company, of the Amended and Restated Certificate of Designation and evidence of the filing of the Amended and Restated Certificate of Designation with the Secretary of State of the State of Delaware. (f) True and correct copies, certified by the Secretary or Assistant Secretary of the Company, of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company. (g) Certificates of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, as to the incumbency and signatures of the officers of the Company executing this Agreement, the December 2001 Preferred Stock and each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. (h) True and correct copies of Amendment No. 5 to Securities Exchange Agreement and Amendment No. 1 to Stockholder Agreement, each dated as of the Closing Date, duly executed by the parties thereto. 27 6.2 Additional Conditions. The obligation of each Noteholder to purchase the December 2001 Preferred Stock pursuant to Section 2.2 is subject to the additional conditions precedent that: (a) Except as disclosed pursuant to Article 4, there shall not have occurred any event or condition since December 31, 2000 which could have a Material Adverse Effect. (b) All of the representations and warranties of the Company contained herein or in the other Transaction Documents shall be true and correct on and as of the Closing Date as if made on such date and no breach of any covenant contained in Article 5 shall have occurred or would result from the Closing hereunder. (c) The Closing shall have occurred no later than December 31, 2001. (d) The issuance of an order by the Bankruptcy Court in the form attached hereto as Exhibit E. ARTICLE 7 SECURITIES LAW MATTERS 7.1 Legends. Each certificate representing the December 2001 Preferred Stock shall bear a legend substantially in the following form: "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND UPON EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF COMPLIANCE WITH OR EXEMPTION FROM SUCH LAWS, AS TO WHICH THE COMPANY MAY RELY UPON AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY." 28 ARTICLE 8 INDEMNIFICATION The Company agrees to indemnify and hold harmless each Noteholder and its Affiliates and their respective officers, directors and employees from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses, and disbursements of any kind ("LOSSES") which may be imposed upon, incurred by or asserted against such Noteholder or such other indemnified Persons in any manner relating to or arising out of any untrue representation, breach of warranty, or failure to perform any covenants or agreement by the Company contained herein or in any certificate or document delivered pursuant hereto or arising out of any Environmental Law applicable to the Company or its Subsidiaries or otherwise relating to or arising out of the transactions contemplated hereby. ARTICLE 9 EXPENSES The Company shall pay all reasonable out-of-pocket expenses of (i) Noteholders in connection with the preparation of the Transaction Documents and the transactions contemplated thereby including all legal expenses and (ii) Noteholders in connection with (A) any amendment, modification or waiver, or consent with respect to, any of the Transaction Documents and (B) any attempt to enforce any rights of Noteholders against the Company, any Subsidiary of the Company or any other Person, that may be obligated to any Noteholder by virtue of any of the Transaction Documents (including the reasonable fees and expenses of all of its counsel and consultants retained in connection with the Transaction Documents and the transactions contemplated thereby). ARTICLE 10 MISCELLANEOUS 10.1 Notices. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration, or other communication shall or may be given to or served upon any of the parties by another, or whenever any of the parties desires to give or serve upon another any such communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration, or other communication shall be in writing and either shall be delivered in person with receipt acknowledged or by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback addressed as follows: (a) If to the Company at: Coram, Inc. 1675 Broadway, Suite 900 Denver, Colorado 80202 Attn: Scott Danitz Telecopy Number: (303) 298-0047 29 with a copy (which shall not constitute a notice) to: Reed Smith LLP 1301 K Street, N.W. Suite 1100 - East Tower Washington, D.C. 20005-3317 Attn: Eugene Tillman, Esq. Telecopy Number: (202) 414-9299 (b) If to Noteholders: Cerberus Partners, L.P. 450 Park Ave. 28th Floor New York, NY 10022 Attn: Steven Feinberg Telecopy Number: (212) 421-2947 Goldman Sachs Credit Partners L.P. c/o Goldman, Sachs & Co. 85 Broad Street, 28th Floor New York, NY 10004 Attn: Cevdet Samikoglu Telecopy Number: (212) 357-0022 Foothill Capital Corporation 11111 Santa Monica Blvd. Suite 1500 Los Angeles, CA 90025 Attn: Ed Stearns Telecopy Number: (310) 453-7470 with a copy (which shall not constitute a notice) to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attn: Alan B. Miller, Esq. Telecopy Number: (212) 310-8007 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, telecopied, and confirmed by telecopy answerback, or three (3) Business Days after the same shall have been deposited with the United States mail. 10.2 Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is 30 intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy, or claim under or in respect of any agreement or any provision contained herein. 10.3 Amendment. No amendment or waiver of any provision of this Agreement or any other Transaction Document nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Company and all of Noteholders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action, of compliance with any representations, warranties, covenants, or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. 10.4 Successors and Assigns; Assignability. Neither this Agreement nor any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by the Company without the prior written consent of all of Noteholders. Any right, remedy, obligation, or liability arising hereunder or by reason hereof shall be assignable by Noteholders without the prior written consent of the Company, except the obligation of Noteholders to purchase the December 2001 Preferred Stock at Closing. All covenants contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 10.5 Remedies. Each Noteholder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding brought hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees in addition to any other available remedy. 10.6 Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 10.7 Severability. In the event that any one or more of the provisions contained in this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision or provisions in every other respect and the remaining provisions of this Agreement shall not be in any way impaired. 10.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 31 10.9 Publicity. Neither Noteholders nor the Company shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure is approved by the other party in advance. Notwithstanding the foregoing, each of the parties hereto may, in documents required to be filed by it with the SEC or other regulatory bodies, make such statements with respect to the transactions contemplated hereby as each may be advised by counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by law. 10.10 Governing Law; Waiver of Jury Trial. This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York without regard to the principles thereof relating to conflict of laws. Each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the federal or state courts located in the County of New York, State of New York. Service of process on the parties in any action arising out of or relating to this Agreement shall be effective if mailed to the parties in accordance with Section 10.1 hereof. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Agreement. 10.11 Bankruptcy Court Subservience. Any other provision of this Agreement, the Stockholder Agreement, the December 2000 Exchange Agreement, the organizational documents (including the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws and the Amended and Restated Certificate of Designation) of the Company or any other document or instrument to the contrary notwithstanding, (i) the Company and Holdings remain subject to the jurisdiction of the bankruptcy court and its rulings and their ability to give effect to or to recognize any action taken or condition or event existing as a result of any provision in this Agreement or any other of such agreements, documents or instruments relating to: (a) the voting rights of the holders of shares of December 2000 Preferred Stock; or (b) the number of members of the Board of Directors of the Company which the holders of Preferred Stock have the right to elect, is limited by and subject to such rulings, and (ii) the representations and warranties, covenants and agreements contained in this Agreement and in such other agreements, documents and instruments are in all respects limited by and subject to the preceding clause (i). 10.12 December 2000 Exchange Agreement. (a) The Noteholders, as "Noteholders" under the December 2000 Exchange Agreement, do hereby consent to (i) any and all transactions contemplated by this Agreement; and (ii) any and all transactions contemplated by the order by the Bankruptcy Court in the form attached hereto as Exhibit E. (b) The Company and the Noteholders, as "Noteholders" under the December 2000 Exchange Agreement, do hereby agree to amend the December 2000 Exchange Agreement by (i) replacing the definition of "Permitted Liens" with the definition of "Permitted Liens" under this Agreement; and (ii) revising all of the schedules applicable to, and referenced in, Article 5 of the December 2000 Exchange Agreement to read in their entirety as set forth on the comparable schedules to this Agreement. 32 IN WITNESS WHEREOF, the Company and each Noteholder has executed this Agreement as of the day and year first above written. CORAM, INC. By: /s/ SCOTT DANITZ --------------------------------------- Name: Scott Danitz Title: Senior Vice President Chief Financial Officer NOTEHOLDERS: GOLDMAN SACHS CAPITAL PARTNERS, L.P. By: /s/ JAMES R. BOOK --------------------------------------- Name: James R. Book Title: Authorized Signatory CERBERUS PARTNERS, L.P. By Cerberus Associates LLC, its General Partner By: /s/ MARK A. NEPORENT --------------------------------------- Name: Mark A. Neporent Title: Managing Director FOOTHILL CAPITAL CORPORATION By: /s/ DENNIS R. ASCHER --------------------------------------- Name: Dennis R. Ascher Title: Senior Vice President [Signature Page to Exchange Agreement] 33 Exchange Agreement SCHEDULE 1.1(a) DECEMBER 2000 NOTES Principal Amount of Series A Senior Subordinated Unsecured Notes: $61,207,938 Principal Amount of Series B Senior Subordinated Unsecured Convertible Notes: $92,084,099
S-1 Exchange Agreement SCHEDULE 1.1(b) DECEMBER 2001 NOTES Principal Amount of Series A Senior Subordinated Unsecured Notes: $40,207,938 Principal Amount of Series B Senior Subordinated Unsecured Convertible Notes: $92,084,099
S-2 Exchange Agreement SCHEDULE 4.1 STOCKHOLDERS AND STOCK
Stockholders Shares ------------ ------ Coram Healthcare Corporation 1,000 shares of Common Stock Cerberus Partners, L.P. 376.40 shares of Series A Preferred Stock (prior to 2001 conversion) Goldman Sachs & Co. 477.94 shares of Series A Preferred Stock (prior to 2001 conversion) Foothill Capital Corporation 197.18 shares of Series A Preferred Stock (prior to 2001 conversion)
Stock Equivalents and Other Information None S-3 Exchange Agreement SCHEDULE 4.5 SUBSIDIARIES
STOCK # OF # OF % OF DOMESTIC CLASS OF CERTIFICATE SHARES SHARES SHARES STATE STOCK NUMBER AUTHORIZED ISSUED ISSUED -------- ------- ----------- ---------- ------ ------- CORAM, INC. SUBSIDIARIES Coram Alternate Site Services, Inc. Delaware Common 3 100 100 100% Coram Healthcare Corporation of Alabama Delaware Common 02 500 100 100% Coram Healthcare Corporation of Florida Delaware Common 2 500 500 100% Coram Healthcare Corporation of Greater D.C Delaware Common 2 500 500 100% Coram Healthcare Corporation of Greater New York New York Common 03 500 500 100% Coram Healthcare Corporation of Indiana Delaware Common 02 500 100 100% Coram Healthcare Corporation of Kentucky Kentucky Common 02 500 100 100% Coram Healthcare Corporation of Massachusetts Delaware Common 2 1,000 500 100% Coram Healthcare Corporation of Michigan Delaware Common 02 500 100 100% Coram Healthcare Corporation of Mississippi Delaware Common 02 500 100 100% Coram Healthcare Corporation of Nevada Delaware Common 2 500 500 100% Coram Healthcare Corporation of New York New York Common 3 200 100 100% Coram Healthcare Corporation of North Texas Delaware Common 3 100,000 1,000 100% Coram Healthcare Corporation of Northern California Delaware Common 2 500 500 100% Coram Healthcare Corporation of Rhode Island Delaware Common 02 500 500 100% Coram Healthcare Corporation of South Carolina Delaware Common 02 500 100 100% Coram Healthcare Corporation of Southern California Delaware Common 2 500 500 100% Coram Healthcare Corporation of Southern Florida Delaware Common 2 500 500 100% Coram Healthcare Corporation of Utah Delaware Common 2 1,000 500 100% Coram Healthcare of Wyoming, L.L.C Delaware N/A N/A N/A N/A 100% Coram Homecare of Illinois, Inc. Minnesota Common 2 1,000 1,000 100% Coram Homecare of Minnesota, Inc. Delaware Common 2 1,000 500 100% Coram Homecare of Northern California California Common 101 1,000,000 8,100 100% Coram Prescription Services, Inc. Delaware Common 1 500 100 100% Coram Service Corporation Delaware Common 12 5,000 1,000 100% CTI Network, Inc. Delaware Common 1 500 500 100% Curaflex Health Services, Inc. Delaware Common 02 500 100 100% Fairfax Hematology- Oncology Associates, Inc. Virginia Common 11 100 8 100% HealthInfusion, Inc. Florida Common H12087 1,000 100 100% H.M.S.S., Inc. Delaware Common 4 10,000 1,000 100% RECORD OWNER AND BENEFICIAL OWNERS ---------------------------------- CORAM, INC. SUBSIDIARIES Coram Alternate Site Services, Inc. Curaflex Health Services, Inc. Coram Healthcare Corporation of Alabama T2 Medical, Inc. Coram Healthcare Corporation of Florida T2 Medical, Inc. Coram Healthcare Corporation of Greater D.C T2 Medical, Inc. Coram Healthcare Corporation of Greater New York T2 Medical, Inc. Coram Healthcare Corporation of Indiana T2 Medical, Inc. Coram Healthcare Corporation of Kentucky T2 Medical, Inc. Coram Healthcare Corporation of Massachusetts Curaflex Health Services, Inc. Coram Healthcare Corporation of Michigan T2 Medical, Inc. Coram Healthcare Corporation of Mississippi T2 Medical, Inc. Coram Healthcare Corporation of Nevada T2 Medical, Inc. Coram Healthcare Corporation of New York Curaflex Health Services, Inc. Coram Healthcare Corporation of North Texas Curaflex Health Services, Inc. Coram Healthcare Corporation of Northern California T2 Medical, Inc. Coram Healthcare Corporation of Rhode Island T2 Medical, Inc. Coram Healthcare Corporation of South Carolina T2 Medical, Inc. Coram Healthcare Corporation of Southern California T2 Medical, Inc. Coram Healthcare Corporation of Southern Florida T2 Medical, Inc. Coram Healthcare Corporation of Utah Curaflex Health Services, Inc. Coram Healthcare of Wyoming, L.L.C Curaflex Health Services, Inc. Coram Homecare of Illinois, Inc. Coram, Inc. Coram Homecare of Minnesota, Inc. T2 Medical, Inc. Coram Homecare of Northern California T2 Medical, Inc. Coram Prescription Services, Inc. Coram, Inc. Coram Service Corporation T2 Medical, Inc. CTI Network, Inc. Coram, Inc. Curaflex Health Services, Inc. T2 Medical, Inc. Fairfax Hematology- Oncology Associates, Inc. CTI Network, Inc. HealthInfusion, Inc. Coram, Inc. H.M.S.S., Inc. Coram, Inc.
S-4 Exchange Agreement
STOCK # OF # OF % OF DOMESTIC CLASS OF CERTIFICATE SHARES SHARES SHARES STATE STOCK NUMBER AUTHORIZED ISSUED ISSUED -------------- -------- ----------- ---------- ------ ------- Home Care Hawaii L.L.P Hawaii N/A N/A N/A N/A N/A T2 Medical, Inc. Delaware Common TC17401 1,000 100 100% Coram Independent Practice Association, Inc. New York Common 2 200 100 100% (in Chapter 11 proceedings) Coram Resource Network, Inc. Delaware Common 1 500 100 100% (in Chapter 11 proceedings) Coram Healthcare/Carolina Home Therapeutics South Carolina N/A N/A N/A N/A 51% 49% RECORD OWNER AND BENEFICIAL OWNERS ---------------------------------- Home Care Hawaii L.L.P Curaflex Health Services, Inc. T2 Medical, Inc. Coram, Inc. Coram Independent Practice Association, Inc. Coram, Inc. (in Chapter 11 proceedings) Coram Resource Network, Inc. Coram, Inc. (in Chapter 11 proceedings) Coram Healthcare/Carolina Home Therapeutics Curaflex Health Services, Inc. Medcorp Health Systems, Inc.
S-5 Exchange Agreement SCHEDULE 4.6 ENFORCEABLE OBLIGATIONS Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram Healthcare Corporation of New York and Coram Healthcare Corporation of Greater New York, operates home care services agencies under five separate licenses issued by the State of New York Department of Health (the "Department"). The contemplated transaction may be viewed by the Department as a change of controlling person in the operators of these agencies. If so, applications for approval of the transaction would be required to be filed with the Department within thirty (30) days of consummation of the contemplated transaction pursuant to state licensure laws. Under such circumstances, if the transaction has already been consummated and approval is not ultimately obtained, the licensed entity may be subject to fines, an order to cease the licensed operations, and/or an order to divest itself of the ownership of the subject home care service agencies. S-6 Exchange Agreement SCHEDULE 4.7 FINANCIAL CONDITION 1. On November 13, 2001, an action styled The Official Committee of Unsecured Creditors, individually and as assignee of the claims of Coram Resource Network, Inc. and Coram Independent Practice Association, Inc., v. Coram Healthcare Corporation, Coram, Inc., Coram Prescription Services, Inc., HealthInfusion, Inc., H.M.S.S., Inc., Medisys, Inc., T2 Medical, Inc., et al. was commenced. 2. On December 21, 2001, the Bankruptcy Court denied confirmation of the Second Joint Plan of Reorganization of Coram Healthcare Corporation and Coram, Inc. under Chapter 11 of the Bankruptcy Code. S-7 Exchange Agreement SCHEDULE 4.8 PROPERTIES Real Property Owned None Liens None Real Property Leased See attached S-8 Exchange Agreement ATTACHMENT TO SCHEDULE 4.8 Real Property Leased
LESSOR ADDRESS ------ ------- Coram Alternate Site Services, Inc. 7358 SW Durham Rd Portland, OR 97224 Coram Alternate Site Services, Inc. 423 Main Street Avenue Moorhead, MN 56560 Coram Alternate Site Services, Inc. 2150 Newmarket Pkwy, Ste 106 Marietta, GA 30067 Coram Alternate Site Services, Inc. 3504 Vest Mill Road #5, 6 & 7 Winston-Salem, NC 27103 Coram Alternate Site Services, Inc. 53 Circle Freeway Dr Cincinnati, OH 45246 Coram Alternate Site Services, Inc. 4915 Contec Drive Lansing, MI 48910 Coram Alternate Site Services, Inc. 431 Fernhill Ave Fort Wayne, IN 46805 Coram Alternate Site Services, Inc. 4665 44th St, Ste 190 Grand Rapids (Kentwood), MI 49512 Coram Alternate Site Services, Inc. 7114 Lakeview Pkwy West Drive Indianapolis, IN 46268 Coram Alternate Site Services, Inc. 618 Grassmere Park Dr, Ste 7 Nashville, TN 37211 Coram Alternate Site Services, Inc. 11 H Commerce Way Totowa, NJ 07512 Coram Alternate Site Services, Inc. 6 Spring Mill Dr. Malvern, PA 19355 Coram Alternate Site Services, Inc. 2117 South Glenburnie Road, Suite 17 New Bern, NC 28562 Coram Alternate Site Services, Inc.(1) 2312 Trent Road New Bern, NC 28562 Coram Alternate Site Services, Inc. 204 Roxalana Business Park Dunbar, WV 25064 Coram Alternate Site Services, Inc. 1551 Mercantile Avenue N.E., Ste. D Albuquerque, NM 87125 Coram Alternate Site Services, Inc. 9411 Parkfield Drive, #400 Austin, TX 78758 Coram Alternate Site Services, Inc. 1290 Arrowhead Court, Suite A Crown Point, IN 46307
---------- (1) Construction of tenant improvements underway. Occupancy date expected to be on or about March 1, 2002. S-9 Exchange Agreement
LESSOR ADDRESS ------ ------- Coram Alternate Site Services, Inc. 7365 Remcon Circle, Ste A-101, 102 &103 El Paso, TX 79912 Coram Alternate Site Services, Inc. 5521, 5523, 5467 Kendall St Boise, ID 83706 Coram Alternate Site Services, Inc. 8013 Flint Lenexa, KS 66214 Coram Alternate Site Services, Inc. 17012 W. Victor Road New Berlin, WI 53151 Coram Alternate Site Services, Inc. West One, Suite 100 115 James Drive West St. Rose, LA 70087 Coram Alternate Site Services, Inc. 5924 NW 2nd St, Ste 600 Oklahoma City, OK 73127 Coram Alternate Site Services, Inc. 2617-2621 S 156th Circle Omaha, NE 68130 Coram Alternate Site Services, Inc. 3513 Vine Court Davenport, IA 52806 Coram Alternate Site Services, Inc. 8804 Balboa Avenue San Diego, CA 92123 Coram Alternate Site Services, Inc. 13205 Lakefront Earth City, MO 63045 Coram Alternate Site Services, Inc. 7707 E. Osie #401 Wichita, KS 67207 Coram Alternate Site Services, Inc.(2) 3930 South Providence Road, Ste B Columbia, MO 65203 Coram Alternate Sites Services, Inc. 45801 Mast Street Plymouth, MI 48170 Coram Alternate Sites Services, Inc. 2 Hendersonville Road, Ste B-2 Asheville, NC 28803 Coram Alternate 9401-J Southern Pine Blvd Site Services, Inc. Charlotte, NC 28273 Coram Alternate 3390 North Campbell Avenue #130 Site Services, Inc. Tucson, AZ 85719 Coram Healthcare Corporation and Coram, Inc. 1675 Broadway Denver, CO 80202 Coram Healthcare Corporation of Alabama 400 RiverHills Business Park, Ste. 435 Birmingham, AL 35242 Coram Healthcare Corporation of Greater D.C 7150 Columbia Gateway Dr, Ste C Columbia MD 21046
---------- (2) Early termination option as of August 1, 2002 S-10 Exchange Agreement
LESSOR ADDRESS ------ ------- Coram Healthcare Corporation of Greater D.C 4115 Pleasant Valley Road Suite 600 Chantilly, VA 20151 Coram Healthcare Corporation of Greater New York 2700 Bellevue Avenue Syracuse, NY 13219 Coram Healthcare Corporation of Mississippi 2 Old River Place, Ste M&N Jackson, MS 39202 Coram Healthcare Corporation of Nevada 1380 Greg Street, #216 & 217 Sparks, NV 89431 Coram Healthcare Corporation of Nevada 101 N. Pecos Rd, Ste 107 Las Vegas, NV 89101 Coram Healthcare Corporation of New York 375 North French Rd, Suite 108 Amherst, NY 14228 Coram Healthcare Corporation of North Texas 1944 Oak Lawn #545 Dallas, TX 75207 Coram Healthcare Corporation of Northern California 1803 Tribute Rd, Ste C Sacramento, CA 95815 Coram Healthcare Corporation of Northern California 21353 Cabot Blvd Hayward, CA 94545 Coram Healthcare Corporation of Rhode Island 110 Jefferson Blvd, Ste B Warwick, RI 02888 Coram Healthcare Corporation of Southern California 122 South Patterson Avenue C-234 Santa Barbara (Goleta), CA 93111 Coram Healthcare Corporation of Southern California 4355 E Lowell St, Ste E Ontario, CA 91761 Coram Healthcare Corporation of Southern California 3002 Dow Avenue #104 Tustin, CA 92680 Coram Healthcare Corporation of Southern Florida 10021 Pines Boulevard #102 Pembroke Pines, FL 33024 Coram Healthcare of Wyoming, L.L.C 907 North Poplar Street, #155 Casper, WY 82601 Coram, Inc. 1 Charles Boulevard Guilderland, NY 12084 Coram, Inc. 1941 Savage Rd, Ste 500AA Charleston, SC 29407 Coram, Inc. 9143 Phillips Hwy, Ste 300 Jacksonville, FL 32256 Coram, Inc. 1904 Lark Street Johnson City, TN 37604 Coram, Inc. 420 Lexington Avenue #1628 New York, NY 10170 Coram, Inc. 1100 Perimeter Park Dr, Ste 114 Morrisville, NC 27660
S-11 Exchange Agreement
LESSOR ADDRESS ------ ------- Coram, Inc. 3610 Willowbend Blvd, Ste 1010 Houston, TX 77054 Coram, Inc. 1049 Grand Central Ave Glendale, CA 91201 Coram, Inc. 2345 Waters Drive Mendota Heights, MN 55120 Coram, Inc. 1725 W. First St Tempe, AZ 85281 Coram, Inc. 1807 Tribute Rd, Ste B Sacramento, CA 95815 Coram, Inc. 131 West Parris #109, Office B High Point, NC 27262 Coram, Inc. 1331 118th Avenue S. E. Suite 100 Bellevue, WA Curaflex Health Services, Inc.(3) 3281 East Guasti Road, 6th & 7th Floor Ontario, CA Home Care Hawaii L.L.P 94-479 Ukee Street Waipahu, HI 96797-4212
---------- (3) A substantial amount of this property is subleased to third parties. S-12 Exchange Agreement SCHEDULE 4.13 TAXES INTERNAL REVENUE SERVICE AUDITS - ONGOING
Entity Tax Year(s) ------ ----------- Coram Healthcare Corporation & Subsidiaries 09/30/94 Coram Healthcare Corporation & Subsidiaries 9/30/95 T2 Medical, Inc. & Subs. 9/30/87 - 91 Relates to NOLs carried back from 9/30/95 EXTENSIONS OF TIME TO FILE TAX RETURNS None TAX SHARING AGREEMENT There are no tax sharing agreements
S-13 Exchange Agreement SCHEDULE 4.14 LITIGATION 1. T2 MEDICAL, INC. AND CORAM HEALTHCARE CORPORATION V. COMMISSIONER OF INTERNAL REVENUE SERVICE. In August of 1999, Coram Healthcare Corporation ("CHC") and T2 Medical, Inc. ("T2") filed a petition in the Tax Court disputing a statutory notice of deficiency received from the Internal Revenue Service associated with the 1995 tax year and related tax refund. The IRS disputed several deductions taken by T2 and is demanding the return of approximately $12.7 million in refunds received plus the payment of interest and penalties. CHC has accepted a proposed settlement of this matter for $18.2 million. Such settlement must be approved by the Joint Committee of Taxation of the United States Congress. 2. SUBSTANTIVE CONSOLIDATION MOTION OF THE RESOURCE NETWORK BANKRUPTCY ESTATE. The Chief Restructuring Officer of the bankruptcy estates for Coram Resource Network, Inc. ("CRN") and Coram Independent Practice Association, Inc. ("CIPA") (collectively, CRN and CIPA shall be referred to as the "Resource Network Subsidiaries") filed a motion in the Chapter 11 Cases for substantive consolidation of the Resource Network Subsidiaries bankruptcy case with the Chapter 11 Cases. Pursuant to this motion, all intercompany claims would be eliminated, all assets of the Resource Network Subsidiaries along with CHC and Borrower would be pooled and all claims filed against the Resource Network estates would be treated as filed in the Chapter 11 Cases. The motion alleged damages of over $41 million. A settlement agreement was executed in December 2000 that contemplated payment by CHC of $1 million for the settlement of certain claims. However, because of the unwillingness of the Resource Network Subsidiaries Creditors Committee to provide certain releases to CHC and Borrower, the settlement has not been agreed to and the matters raised by the motion have not been resolved. 3. RESOURCE NETWORK BANKRUPTCY ESTATE V. CORAM HEALTHCARE CORPORATION, CORAM, INC., et al. On November 13, 2001, the Unsecured Creditors Committee of the Resource Network Subsidiaries bankruptcy estate filed a suit alleging a number of causes of action, including, breach of fiduciary duty, and RICO violations related to fraudulent and preferential transfers to CHC and Borrower, certain of its current and former officers and directors, and the Noteholders. The complaint alleges damages of over $52 million. To date, the complaint has not been served on certain of the defendants, including GSCP and Foothill. 4. APRIA HEALTHCARE, INC., et al. V. CORAM HEALTHCARE CORPORATION, CORAM RESOURCE NETWORK, INC. AND CORAM INDEPENDENT PRACTICE ASSOCIATION, INC. Apria Healthcare, Inc. ("Apria") and one of its affiliates (collectively "Apria") filed suit against CHC and the Resource Network Subsidiaries in August 1999. Apria's claims relate to services that were rendered as part of certain home health provider networks managed by the Resource Network Subsidiaries. Apria's complaint alleges, among other things, that the Resource Network Subsidiaries operated as the alter ego of CHC and, as a result, CHC should be declared responsible for the alleged breaches of the contracts that the S-14 Exchange Agreement Resource Network Subsidiaries had with Apria. The complaint included requests for declaratory, compensatory and other relief in excess of $1.4 million. In March 2001, the parties agreed to dismiss this case without prejudice. If the settlement of the Resource Network Substantive Consolidation Motion described above is completed, any exposure to CHC should be eliminated, as Apria is a member of the creditors committee of the resource Network Subsidiaries Bankruptcy Estate. 5. ARBITRATION DEMAND OF TBOB ENTERPRISES, INC. f/k/a MEDICAL MANAGEMENT SERVICES OF OMAHA, INC. AGAINST CORAM HEALTHCARE CORPORATION. In July 2000, TBOB Enterprises, Inc. ("TBOB") filed an arbitration demand against CHC claiming that CHC breached its obligations under an agreement entered into by the parties in 1996 relating to a prior earn-out obligation of CHC's subsidiary, Curaflex Health Services, Inc. ("Curaflex"), that originated from Curaflex's acquisition of the claimant's prescription services business in 1993. CHC and Curaflex operated the business under the name "Coram Prescription Services" ("CPS"), and the assets of the CPS business were sold on July 31, 2000. TBOB alleges, among other things, that CHC has impaired the earn-out payments due TBOB by improperly charging certain expenses to the CPS business and failing to fulfill the Parent's commitments to enhance the value of CPS by marketing its services. The TBOB demand claims damages of more than $898,000. CHC has retained outside counsel on this matter and an answer was filed. This matter has been stayed pending the resolution of the Chapter 11 Cases. 6. ALAN FURST et al. V. STEPHEN FEINBERG, et al. A Class Action Compliant was filed on November 8, 2000 and an amended Class Action complaint was filed on November 15, 2000, alleging that certain former and current officers and directors of CHC, its subsidiaries and its principal lenders implemented a scheme to perpetrate a fraud on the market for common stock of CHC, in order to artificially depress the trading price of such shares, and create the false impression that the stockholders equity was decreasing in value and was ultimately worthless. The Plaintiffs allege that members of the class sustained total investment losses of $50 million or more. A Second Amended Complaint was filed on March 21, 2001, which removed a number of CHC's current and former officer's and directors as defendants. On June 14, 2001, a Third Amended Complaint was filed which eliminated references to CHC's corporate assets. The complaint has been dismissed as against GSCP and Foothill. 7. RITA F. OLIAI V. CORAM HEALTHCARE CORPORATION. Plaintiff, a former Vice President of Reimbursement of CHC, filed suit against CHC alleging she was wrongfully terminated in violation of federal and state anti-discrimination statutes. She further alleges that she was terminated as a result of discovering certain wrongful claims practices of CHC. CHC denied all allegations in the complaint. CHC's Motion for Summary Judgment was granted on three out of Plaintiff's four claims. The only surviving claim is based on age discrimination. Plaintiff has filed a $5 million proof of claim in the Chapter 11 Cases. Any liability of CHC in this case should be covered by CHC's insurance carrier. However, such carrier is now under an Order of Liquidation and it is unclear how such order may affect CHC's exposure. S-15 Exchange Agreement 8. RICK SMITH ARBITRATION. The former President and Chief Executive Officer of CHC had a separation agreement with CHC and Borrower that was potentially binding on the Guarantors. CHC suspended payment under this agreement due to the Chapter 11 Cases. Claimant filed a Proof of Claim in the Chapter 11 proceeding for $595,469. Mediation efforts in this case were not effective. Arbitration of this matter has been scheduled for February 2002. 9. MARY KAY ALCALA EEOC CHARGE. A claim of discrimination was filed by former employee Mary Kay Alcala at the Chicago Office of the EEOC, alleging discrimination on the basis of gender and pregnancy. The Bankruptcy Court lifted the automatic stay for Ms. Alcala to seek a Right to Sue Letter from the EEOC, which was issued on June 27, 2001. Ms. Alcala's last demand was $225,000. S-16 Exchange Agreement SCHEDULE 4.16 GOVERNMENTAL APPROVALS Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram Healthcare Corporation of New York and Coram Healthcare Corporation of Greater New York, operates home care services agencies under five separate licenses issued by the State of New York Department of Health (the "Department"). The contemplated transaction may be viewed by the Department as a change of controlling person in the operators of these agencies. If so, applications for approval of the transaction would be required to be filed with the Department within thirty (30) days of consummation of the contemplated transaction pursuant to state licensure laws. Under such circumstances, if the transaction has already been consummated and approval is not ultimately obtained, the licensed entity may be subject to fines, an order to cease the licensed operations, and/or an order to divest itself of the ownership of the subject home care service agencies. S-17 Exchange Agreement SCHEDULE 4.17 PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
TRADEMARKS: REGISTRATION REGISTRATION COMPANY COUNTRY TRADEMARK NUMBER DATE ------- ------- --------- ------------ ------------ Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,766,369 4/20/93 Coram, Inc. USA AMERICAN CARDIOLOGY CARE 1,782,299 7/13/93 Coram, Inc. USA BABYSTART 1,839,093 6/7/94 Coram, Inc. USA CARING, TOGETHER 2,043,411 3/11/97 Coram, Inc. USA CATH-TRAIN 1,292,689 9/4/84 Coram, Inc. USA THE CORAM RESOURCE NETWORK 2,152,708 4/21/98 Coram, Inc. USA CRITICAL CARE AMERICA 1,744,060 12/29/92 Curaflex Health Services, Inc. USA CURAFLEX 1,487,963 5/10/88 Coram, Inc. USA DESIGN ONLY 1,209,221 9/14/82 Coram, Inc. USA FIRST ACTIVITY 1,839,007 6/7/94 HealthInfusion, Inc. USA FIRST CIRCLE 1,820,119 2/8/94 HealthInfusion, Inc. USA HEALTHINFUSION 1,737,332 12/1/92 Coram, Inc. USA HOME-NET 1,754,314 2/23/93 Coram, Inc. USA HOMEPRO 1,411,199 9/30/86 H.M.S.S., Inc. USA IN TOUCH 1,766,976 4/20/93 Coram, Inc. USA PEDIATRICARE AMERICA 1,772,624 5/18/93 HealthInfusion, Inc. USA THE REVOLUTION IN MANAGED 1,820,118 2/8/94 CARE T2 Medical, Inc. USA SPARC 1,894,283 5/16/95 Coram, Inc. USA WE BRING KIDS' CARE HOME 1,773,883 5/25/93 Coram, Inc. USA PHARMIX Unregistered PATENTS: COMPANY COUNTRY TITLE PATENT NUMBER ISSUE DATE ------ ------- ----- ------------- ---------- Coram, Inc. USA Non-exclusive sublicense 4,857,555 tp practice United States Patent No. 4,857,555 to prescription compound, dispense and sell in accordance with written physician prescriptions pursuant to License Agreement dated November 13, 1998.
S-18 COPYRIGHTS: COMPANY COUNTRY TITLE TYPE OF WORK ISSUE DATE ------ ------- ----- ------------- ---------- Coram, Inc. retains copyrights for Clinical Policies and numerous materials including but not Procedures limited to the provided example list. Marketing Materials Education Materials (in connection with Clinical Education Units) TRADE NAMES: Coram Healthcare Coram Coram Hemophilia Services Coram Anti-infective Services Coram Transplant Services Coram Nutrition Services Coram Chronic Disorders SERVICE MARKS: Coram Healthcare NUTRITION Corporation-Unregistered SUPPORT Service Mark CONSUMER SATISFACTION PROGRAM MATERIAL LICENSES & PERMITS (See attached)
MATERIAL NAMES: Coram Prescription Services, a registered fictitious name. Coram Healthcare Pharmacy, a registered fictitious name. Corameters, a common law service mark. HealthQuest Infusions, a registered fictitious name. The corporate names listed on Schedule 4.5 hereto and the rights associated therewith. The parties also have various trade secrets which are impractical to list. S-19 Attachment to Schedule 4.17
Name/DBA City St Type of License License Number ================================================================================================================================== Coram Healthcare Corporation of Alabama Birmingham AL Resident Pharmacy License 110472 Coram Healthcare Corporation of Alabama Birmingham AL Resident Controlled Substance License CS-110472 Coram Healthcare Corporation of Alabama Birmingham AL National Council for Prescription Drug Programs 01-19455 Coram Healthcare Corporation of Alabama Birmingham AL Medicare-Part B 0467550001 Coram Healthcare Corporation of Alabama Birmingham AL Medicare-Local B AL Pending Coram Healthcare Corporation of Alabama Birmingham AL Medicaid-Pharmacy AL 10002638 Coram Healthcare Corporation of Alabama Birmingham AL JCAHO 101157 Coram Healthcare Corporation of Alabama Birmingham AL Federal Drug Administration Distributor Only Coram Healthcare Corporation of Alabama Birmingham AL DEA Certificate BC4347236 Coram Alternate Site Services, Inc. Tempe AZ Resident Pharmacy License 002749 Coram Alternate Site Services, Inc. Tempe AZ Non-Resident Pharmacy License CA NRP258 Coram Alternate Site Services, Inc. Tempe AZ National Council for Prescription Drug Programs 0321579 Coram Alternate Site Services, Inc. Tempe AZ Medicare-Part B 0976970065 Coram Alternate Site Services, Inc. Tempe AZ Medicare-Local B AZ 66491 Coram Alternate Site Services, Inc. Tempe AZ Medicaid-Pharmacy/DME AZ 328478 Coram Alternate Site Services, Inc. Tempe AZ JCAHO 114453 Coram Alternate Site Services, Inc. Tucson AZ JCAHO 114453 Coram Alternate Site Services, Inc. Tempe AZ DEA Certificate BC4612239 Coram Alternate Site Services, Inc. Tempe AZ Clinical Laboratory Improvement Amendment Certificate of Wavier 03D0913879 Coram Alternate Site Services, Inc. San Diego CA Resident Pharmacy License PHY 40932 Coram Alternate Site Services, Inc. San Diego CA National Council for Prescription Drug Programs 0522311 Coram Alternate Site Services, Inc. San Diego CA Medicare-Part B 0976970055-IV Coram Alternate Site Services, Inc. San Diego CA Medicare-Local B CA Pending Coram Alternate Site Services, Inc. San Diego CA Medical Device Retailer CA Pending? Coram Alternate Site Services, Inc. San Diego CA Medicaid-Pharmacy/DME CA PHA409320 Coram Alternate Site Services, Inc. San Diego CA JCAHO 73163 Coram Alternate Site Services, Inc. San Diego CA Home Health Agency License 0800429 Coram Alternate Site Services, Inc. San Diego CA Federal Drug Administration 2028384/LOS Coram Alternate Site Services, Inc. San Diego CA DEA Certificate BC4458368 Coram Alternate Site Services, Inc. San Diego CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0861432 Coram Healthcare Corporation of Northern California Hayward CA Resident Pharmacy License PHY 41468 Coram Healthcare Corporation of Northern California Sacramento CA Resident Pharmacy License PHY 40668 Coram Healthcare Corporation of Northern California Hayward CA National Council for Prescription Drug Programs 05 22385 Coram Healthcare Corporation of Northern California Sacramento CA National Council for Prescription Drug Programs 0526763 Coram Healthcare Corporation of Northern California Hayward CA Medicare-Part B 0327160005 Coram Healthcare Corporation of Northern California Sacramento CA Medicare-Part B 0327160004
S-20 Attachment to Schedule 4.17 Coram Healthcare Corporation of Northern California Sacramento CA Medicare-Local B PHA406630 Coram Healthcare Corporation of Northern California Hayward CA Medical Waste Generator M71080 Coram Healthcare Corporation of Northern California Hayward CA Medicaid-Pharmacy/DME CA PHA409350 Coram Healthcare Corporation of Northern California Sacramento CA Medicaid-Pharmacy/DME CA PHA406680 Coram Healthcare Corporation of Northern California Hayward CA JCAHO 146696 Coram Healthcare Corporation of Northern California Sacramento CA JCAHO 146696 Coram Healthcare Corporation of Northern California Hayward CA Home Health Agency License 020000338 Coram Healthcare Corporation of Northern California Sacramento CA Home Health Agency License 020000338 (Branch) Coram Healthcare Corporation of Northern California Hayward CA DEA Certificate BC4820519 Coram Healthcare Corporation of Northern California Sacramento CA DEA Certificate BC4661597 Coram Healthcare Corporation of Northern California Sacramento CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0881634 Coram Healthcare Corporation of Northern California Hayward CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0913815 Coram Healthcare Corporation of Southern California Glendale CA State Wholesale Pharmacy Permit WLS 3136 Coram Healthcare Corporation of Southern California Glendale CA Resident Pharmacy License PHY 41494 Coram Healthcare Corporation of Southern California Ontario CA Resident Pharmacy License PHY 40884 Coram Healthcare Corporation of Southern California Tustin CA Resident Pharmacy License PHY 45425 Coram Healthcare Corporation of Southern California Santa Barbara CA Resident Pharmacy License PHY 43114 Coram Healthcare Corporation of Southern California Glendale CA National Council for Prescription Drug Programs 05 22525 Coram Healthcare Corporation of Southern California Ontario CA National Council for Prescription Drug Programs 0553708 Coram Healthcare Corporation of Southern California Tustin CA National Council for Prescription Drug Programs 0577443 Coram Healthcare Corporation of Southern California Santa Barbara CA National Council for Prescription Drug Programs 0577493 Coram Healthcare Corporation of Southern California Glendale CA Medicare-Part B 0563500002 Coram Healthcare Corporation of Southern California Ontario CA Medicare-Part B 0563500003 Coram Healthcare Corporation of Southern California Tustin CA Medicare-Part B 0563500004 Coram Healthcare Corporation of Southern California Santa Barbara CA Medicare-Part B 0563500005 Coram Healthcare Corporation of Southern California Glendale CA Medical Waste Hauler Permit LQHE 488 Coram Healthcare Corporation of Southern California Ontario CA Medical Waste Hauler Permit 9506070748 Coram Healthcare Corporation of Southern California Tustin CA Medical Waste Hauler Permit HSO#162072 Coram Healthcare Corporation of Southern California Ontario CA Medical Waste Generator 9404187195 Coram Healthcare Corporation of Southern California Tustin CA Medical Waste Generator Pending Coram Healthcare Corporation of Southern California Glendale CA Medical Waste Generator LQG 117 Coram Healthcare Corporation of Southern California Glendale CA Medicaid-Pharmacy/DME CA To Be Filed Coram Healthcare Corporation of Southern California Ontario CA Medicaid-Pharmacy/DME CA PHA 408840 Coram Healthcare Corporation of Southern California Tustin CA Medicaid-Pharmacy/DME CA PHA 431730 Coram Healthcare Corporation of Southern California Santa Barbara CA Medicaid-Pharmacy/DME PHA431730 Coram Healthcare Corporation of Southern California Glendale CA JCAHO 73159 Coram Healthcare Corporation of Southern California Ontario CA JCAHO 73159
S-21 Attachment to Schedule 4.17 Coram Healthcare Corporation of Southern California Tustin CA JCAHO 73159 Coram Healthcare Corporation of Southern California Santa Barbara CA JCAHO 73159 Coram Healthcare Corporation of Southern California Glendale CA Home Health Agency License 980000724 Coram Healthcare Corporation of Southern California Ontario CA Home Health Agency License 2400748 Coram Healthcare Corporation of Southern California Tustin CA Home Health Agency License 2400748-Branch Coram Healthcare Corporation of Southern California Santa Barbara CA Home Health Agency License 050000279 Coram Healthcare Corporation of Southern California Glendale CA Exemptee License EXC 13200 Coram Healthcare Corporation of Southern California Glendale CA DEA Certificate BC4821612 Coram Healthcare Corporation of Southern California Tustin CA DEA Certificate BC5603560 Coram Healthcare Corporation of Southern California Santa Barbara CA DEA Certificate BC5786073 Coram Healthcare Corporation of Southern California Ontario CA DEA Certificate BC4508579 Coram Healthcare Corporation of Southern California Ontario CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0913814 Coram Healthcare Corporation of Southern California Santa Barbara CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0878452 Coram Healthcare Corporation of Southern California Glendale CA Clinical Laboratory Improvement Amendment Certificate of Wavier 05D0913813 Coram Alternate Site Services, Inc. Englewood CO Resident Pharmacy License 370000024 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License NE 76 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License NM PH-00001758 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License UT 95-308238-1708 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Pharmacy License WY 06-14380 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Controlled Substance UT 95-308238-9939 Coram Alternate Site Services, Inc. Englewood CO Non-Resident Controlled Substance WY 06-14380-CS Coram Alternate Site Services, Inc. Englewood CO National Council for Prescription Drug Programs 06 14380 Coram Alternate Site Services, Inc. Englewood CO Medicare-Part B 0976970044 Coram Alternate Site Services, Inc. Englewood CO Medicare-Local B 31163 Coram Alternate Site Services, Inc. Englewood CO Medicaid-Pharmacy/DME CO 03002565 Coram Alternate Site Services, Inc. Englewood CO JCAHO 73174 Coram Alternate Site Services, Inc. Englewood CO DEA Certificate BC4547824 Coram Alternate Site Services, Inc. Englewood CO Clinical Laboratory Improvement Amendment Certificate of Wavier 06D0938159 Coram Alternate Site Services, Inc. Wallingford CT Resident Pharmacy License 01335 Coram Alternate Site Services, Inc. Wallingford CT National Council for Prescription Drug Programs 0716425 Coram Alternate Site Services, Inc. Wallingford CT Medicare-Part B 0976970031 Coram Alternate Site Services, Inc. Wallingford CT Medicaid-Pharmacy CT 004143145 Coram Alternate Site Services, Inc. Wallingford CT Medicaid-DME CT 004138972 Coram Alternate Site Services, Inc. Wallingford CT JCAHO 73165** Coram Alternate Site Services, Inc. Wallingford CT DEA Certificate BC4419900 Coram Alternate Site Services, Inc. Jacksonville FL Resident Pharmacy License PH0013472 Coram Alternate Site Services, Inc. Jacksonville FL Occupational License 006617-0000-9
S-22 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Jacksonville FL Non-Resident Pharmacy License MD PO2391 Coram Alternate Site Services, Inc. Jacksonville FL National Council for Prescription Drug Programs 10 76149 Coram Alternate Site Services, Inc. Jacksonville FL Medicare-Part B 0976970006 Coram Alternate Site Services, Inc. Jacksonville FL Medical Waste Generator 166403113 Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-Pharmacy FL 105458900 Coram Alternate Site Services, Inc. Jacksonville FL Medicaid-DME FL 105458901 Coram Alternate Site Services, Inc. Jacksonville FL JCAHO 121284 Coram Alternate Site Services, Inc. Jacksonville FL Home Health Agency License HHA20222096 Coram Alternate Site Services, Inc. Jacksonville FL DEA Certificate BC4512059 Coram Healthcare Corporation of Florida Tampa FL State Laboratory Permit 800012061 Coram Healthcare Corporation of Florida Tampa FL Resident Pharmacy License PH0013951 Coram Healthcare Corporation of Florida Tampa FL Occupational License 14068/8564 Coram Healthcare Corporation of Florida Tampa FL National Council for Prescription Drug Programs 1075349 Coram Healthcare Corporation of Florida Tampa FL Medicare-Part B 0596870002 Coram Healthcare Corporation of Florida Tampa FL Medicare-Local B FL Pending Coram Healthcare Corporation of Florida Tampa FL Medical Waste Generator 29-64-00393 Coram Healthcare Corporation of Florida Tampa FL Medicaid-Pharmacy FL 103594100 Coram Healthcare Corporation of Florida Tampa FL Medicaid-Pharmacy TX 599286 Coram Healthcare Corporation of Florida Tampa FL Medicaid-Home Health FL 103594102 Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME FL 103594101 Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME TX 145471201 Coram Healthcare Corporation of Florida Tampa FL Medicaid-DME TX 143850901 Coram Healthcare Corporation of Florida Tampa FL JCAHO 139259** Coram Healthcare Corporation of Florida Tampa FL Home Health Agency License HHA202960961 Coram Healthcare Corporation of Florida Tampa FL DEA Certificate BC4856261 Coram Healthcare Corporation of Florida Tampa FL Clinical Laboratory Improvement Amendment Certificate of Wavier 10D0926885 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL State Laboratory Permit L800006569 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Occupational License 98000071001 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL National Council for Prescription Drug Programs 10 76137 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Medical Waste Generator 06-64-02764 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Medicaid-Home Health RI CH26526 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL JCAHO 139259** Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Home Health Agency License HHA20290096 Coram Healthcare Corporation of Southern Florida Pembroke Pines FL Clinical Laboratory Improvement Amendment Certificate of Wavier 10D0983445 Coram Alternate Site Services, Inc. Marietta GA Resident Pharmacy License 006180 Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License AL 110596 Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License FL PH 0015981
S-23 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Marietta GA Non-Resident Pharmacy License AL 200361 - Mail Order Coram Alternate Site Services, Inc. Marietta GA Non-Resident Controlled Substance AL 110596-CS Coram Alternate Site Services, Inc. Marietta GA National Council for Prescription Drug Programs 11 41819 Coram Alternate Site Services, Inc. Marietta GA Medicare-Part B 0976970070 Coram Alternate Site Services, Inc. Marietta GA Medicare-Local B GA Pending Coram Alternate Site Services, Inc. Marietta GA Medicaid-Pharmacy/DME GA 00676255A Coram Alternate Site Services, Inc. Marietta GA JCAHO 73168** Coram Alternate Site Services, Inc. Marietta GA DEA Certificate BC4548054 Home Care Hawaii L.L.P Waipahu HI Resident Pharmacy License PHY-592 Home Care Hawaii L.L.P Waipahu HI Resident Controlled Substance License E02878 Home Care Hawaii L.L.P Waipahu HI National Council for Prescription Drug Programs 1203722 Home Care Hawaii L.L.P Waipahu HI Medicare-Part B 1207750001 Home Care Hawaii L.L.P Waipahu HI Medicaid-Pharmacy/DME Pending Home Care Hawaii L.L.P Waipahu HI JCAHO 0086188 Home Care Hawaii L.L.P Waipahu HI DEA Certificate BH5680271 Home Care Hawaii L.L.P Waipahu HI Clinical Laboratory Improvement Amendment Certificate of Wavier 12D0940811 Coram Alternate Site Services, Inc. Davenport IA Resident Pharmacy License 216 Coram Alternate Site Services, Inc. Davenport IA Resident Controlled Substance License 1107312 Coram Alternate Site Services, Inc. Davenport IA Non-Resident Pharmacy License IL 054-013054 Coram Alternate Site Services, Inc. Davenport IA Non-Resident Pharmacy License MO PS 006052 Coram Alternate Site Services, Inc. Davenport IA Non-Resident Controlled Substance IL 032-005089 Coram Alternate Site Services, Inc. Davenport IA National Council for Prescription Drug Programs 16 17921 Coram Alternate Site Services, Inc. Davenport IA Medicare-Part B 0976970034 Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME 0121756 Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy/DME IL 760215922001 Coram Alternate Site Services, Inc. Davenport IA Medicaid-Pharmacy KY 5400149000/6439 Coram Alternate Site Services, Inc. Davenport IA JCAHO 106767** Coram Alternate Site Services, Inc. Davenport IA DEA Certificate BC4417639 Coram Alternate Site Services, Inc. Davenport IA Clinical Laboratory Improvement Amendment Certificate of Wavier 16D0915297 Coram Alternate Site Services, Inc. Boise ID State Laboratory Permit P789 Coram Alternate Site Services, Inc. Boise ID Resident Pharmacy License 1014PA Coram Alternate Site Services, Inc. Boise ID Non-Resident Pharmacy License OR 001566 Coram Alternate Site Services, Inc. Boise ID National Council for Prescription Drug Programs 13 05906 Coram Alternate Site Services, Inc. Boise ID Medicare-Part B 0976970061 Coram Alternate Site Services, Inc. Boise ID Medicare-Local B 1910873 Coram Alternate Site Services, Inc. Boise ID Medicaid-Supplies ID V525203 Coram Alternate Site Services, Inc. Boise ID Medicaid-Pharmacy/DME ID 0130017
S-24 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Boise ID JCAHO 73174** Coram Alternate Site Services, Inc. Boise ID DEA Certificate BC4565567 Coram Alternate Site Services, Inc. Boise ID Clinical Laboratory Improvement Amendment Certificate of Wavier 13D0989080 Coram Alternate Site Services, Inc. Mt. Prospect IL Resident Pharmacy License 0054-013063 Coram Alternate Site Services, Inc. Mt. Prospect IL Resident Controlled Substance License 0032-005096 Coram Alternate Site Services, Inc. Mt. Prospect IL Non-Resident Pharmacy License IN 64000034 Coram Alternate Site Services, Inc. Mt. Prospect IL National Council for Prescription Drug Programs 1466146 Coram Alternate Site Services, Inc. Mt. Prospect IL Medicare-Part B 0976970005 Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-Pharmacy IL 760215922005 Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-Home Health IL Pending Coram Alternate Site Services, Inc. Mt. Prospect IL Medicaid-DME IL 760215922003 Coram Alternate Site Services, Inc. Mt. Prospect IL JCAHO 90431 Coram Alternate Site Services, Inc. Mt. Prospect IL Home Health Agency License 1010093 Coram Alternate Site Services, Inc. Mt. Prospect IL DEA Certificate BC4577384 Coram Alternate Site Services, Inc. Mt. Prospect IL Clinical Laboratory Improvement Amendment Certificate of Wavier 14D0862753 Coram Alternate Site Services, Inc. Indianapolis IN Resident Pharmacy License 60004802 Coram Alternate Site Services, Inc. Fort Wayne IN Resident Pharmacy License 60004801 Coram Alternate Site Services, Inc. Indianapolis IN Resident Controlled Substance License 60004802B Coram Alternate Site Services, Inc. Fort Wayne IN Resident Controlled Substance License 60004801B Coram Alternate Site Services, Inc. Indianapolis IN Non-Resident Pharmacy License IL 0054-013150 Coram Alternate Site Services, Inc. Fort Wayne IN Non-Resident Pharmacy License OH 02-0959550 Coram Alternate Site Services, Inc. Fort Wayne IN Non-Resident Pharmacy License AR X-01455 Coram Alternate Site Services, Inc. Fort Wayne IN Non-Resident Pharmacy License MI 5301007352 Coram Alternate Site Services, Inc. Indianapolis IN Non-Resident Controlled Substance IL 0032-005150 Coram Alternate Site Services, Inc. Fort Wayne IN Non-Resident Controlled Substance MI 5315005373 Coram Alternate Site Services, Inc. Indianapolis IN National Council for Prescription Drug Programs 15 31967 Coram Alternate Site Services, Inc. Fort Wayne IN National Council for Prescription Drug Programs 15 31854 Coram Alternate Site Services, Inc. Indianapolis IN Medicare-Part B 0976970016 Coram Alternate Site Services, Inc. Fort Wayne IN Medicare-Part B 0976970022 Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME IN 200101510 Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME OH 0221138 Coram Alternate Site Services, Inc. Fort Wayne IN Medicaid-Pharmacy/DME IN 200026250 Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy/DME IL 760215922007 Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-Pharmacy KY 54031232 Coram Alternate Site Services, Inc. Indianapolis IN Medicaid-DME KY Pending Coram Alternate Site Services, Inc. Indianapolis IN JCAHO 108492** Coram Alternate Site Services, Inc. Fort Wayne IN JCAHO 108492
S-25 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Fort Wayne IN Home Health Agency License 005875 Coram Alternate Site Services, Inc. Indianapolis IN Home Health Agency License 005876 Coram Alternate Site Services, Inc. Indianapolis IN Federal Drug Administration 1836103 Coram Alternate Site Services, Inc. Indianapolis IN DEA Certificate BC4402664 Coram Alternate Site Services, Inc. Fort Wayne IN DEA Certificate BC4402652 Coram Healthcare Corporation of Indiana Crown Point IN Resident Pharmacy License 60004457 Coram Healthcare Corporation of Indiana Crown Point IN Resident Controlled Substance License 60004457B Coram Healthcare Corporation of Indiana Crown Point IN Non-Resident Pharmacy License IL 054-013299 Coram Healthcare Corporation of Indiana Crown Point IN Non-Resident Controlled Substance IL 032-005256 Coram Healthcare Corporation of Indiana Crown Point IN National Council for Prescription Drug Programs 15 28770 Coram Healthcare Corporation of Indiana Crown Point IN Medicare-Part B 0238580001 Coram Healthcare Corporation of Indiana Crown Point IN Medicare-Local B 083910 Coram Healthcare Corporation of Indiana Crown Point IN Medicaid-Pharmacy/DME IN 100299060A Coram Healthcare Corporation of Indiana Crown Point IN JCAHO 90431 Coram Healthcare Corporation of Indiana Crown Point IN Home Health Agency License 005879 Coram Healthcare Corporation of Indiana Crown Point IN DEA Certificate BH2727456 Coram Healthcare Corporation of Indiana Crown Point IN Clinical Laboratory Improvement Amendment Certificate of Wavier 15D0913807 Coram Alternate Site Services, Inc. Wichita KS Resident Pharmacy License 2-08638 Coram Alternate Site Services, Inc. Lenexa KS Resident Pharmacy License 2-08486 Coram Alternate Site Services, Inc. Wichita KS Non-Resident Pharmacy License OK 99-99 Coram Alternate Site Services, Inc. Wichita KS Non-Resident Pharmacy License AR Pending Coram Alternate Site Services, Inc. Lenexa KS Non-Resident Pharmacy License MO PS005955 Coram Alternate Site Services, Inc. Wichita KS National Council for Prescription Drug Programs 1715929 Coram Alternate Site Services, Inc. Lenexa KS National Council for Prescription Drug Programs 17 15361 Coram Alternate Site Services, Inc. Wichita KS Medicare-Part B 0976970027 Coram Alternate Site Services, Inc. Lenexa KS Medicare-Part B 0976970068 Coram Alternate Site Services, Inc. Wichita KS Medicaid-Pharmacy KS CO184465 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy KS 6018446501 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Pharmacy MO 603176801 Coram Alternate Site Services, Inc. Wichita KS Medicaid-Home Health KS CO575542 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Home Health KS 58184465 03 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-Home Health MO 589662808 Coram Alternate Site Services, Inc. Wichita KS Medicaid-DME KS CO521275 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME KS 6218446502 Coram Alternate Site Services, Inc. Lenexa KS Medicaid-DME MO 623176807 Coram Alternate Site Services, Inc. Wichita KS JCAHO 94376** Coram Alternate Site Services, Inc. Lenexa KS JCAHO 146185
S-26 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Wichita KS Home Health Agency License A-087-019 Coram Alternate Site Services, Inc. Lenexa KS Home Health Agency License A-046-062 Coram Alternate Site Services, Inc. Lenexa KS Federal Drug Administration KS21143 Coram Alternate Site Services, Inc. Wichita KS DEA Certificate BC4432922 Coram Alternate Site Services, Inc. Lenexa KS DEA Certificate BC4512465 Coram Alternate Site Services, Inc. Wichita KS Clinical Laboratory Improvement Amendment Certificate of Wavier 17D0926788 Coram Alternate Site Services, Inc. Lenexa KS Clinical Laboratory Improvement Amendment Certificate of Wavier 17D0913860 Coram Alternate Site Services, Inc. St. Rose LA Resident Pharmacy License 3260-RC Coram Alternate Site Services, Inc. St. Rose LA Resident Pharmacy License 3261-PE Coram Alternate Site Services, Inc. St. Rose LA Resident Controlled Substance License C003260-RC Coram Alternate Site Services, Inc. St. Rose LA Resident Controlled Substance License C003261-PE Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License AL 110554 Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License AL 200354 Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Pharmacy License MS 03045/07.1 Coram Alternate Site Services, Inc. St. Rose LA Non-Resident Controlled Substance AL 110554-CS Coram Alternate Site Services, Inc. St. Rose LA National Council for Prescription Drug Programs 1926609 Coram Alternate Site Services, Inc. St. Rose LA Medicare-Part B 0976970040 Coram Alternate Site Services, Inc. St. Rose LA Medicaid-Pharmacy/DME LA 1263133 Coram Alternate Site Services, Inc. St. Rose LA JCAHO 121287 Coram Alternate Site Services, Inc. St. Rose LA Federal Drug Administration 2320595 Coram Alternate Site Services, Inc. St. Rose LA DEA Certificate BC4481646 Coram Alternate Site Services, Inc. St. Rose LA Clinical Laboratory Improvement Amendment Certificate of Wavier 19D0931538 Coram Healthcare Corporation of Massachusetts Hopkinton MA Resident Pharmacy License DS 2584-1 Coram Healthcare Corporation of Massachusetts Hopkinton MA Resident Controlled Substance License DS 2584-3 Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Pharmacy License ME M040000134 Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Pharmacy License RI 9106 Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Home Health Agency NH 02728 Coram Healthcare Corporation of Massachusetts Hopkinton MA Non-Resident Controlled Substance NH NR0136 Coram Healthcare Corporation of Massachusetts Hopkinton MA National Council for Prescription Drug Programs 22 35718 Coram Healthcare Corporation of Massachusetts Hopkinton MA Medicare-Part B 1088740001 Coram Healthcare Corporation of Massachusetts Hopkinton MA Medicaid-Pharmacy/DME MA 0444669 Coram Healthcare Corporation of Massachusetts Hopkinton MA JCAHO 113489 Coram Healthcare Corporation of Massachusetts Hopkinton MA DEA Certificate BC4636049 Coram Healthcare Corporation of Massachusetts Hopkinton MA Clinical Laboratory Improvement Amendment Certificate of Wavier 22D0939457 Coram Healthcare Corporation of Greater D.C Columbia MD State Laboratory Permit Exception 19-970051 Coram Healthcare Corporation of Greater D.C Columbia MD Residental Services Agency 1094 Coram Healthcare Corporation of Greater D.C Columbia MD Resident Pharmacy License PWO131
S-27 Attachment to Schedule 4.17 Coram Healthcare Corporation of Greater D.C Columbia MD Resident Controlled Substance License 438633 Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Pharmacy License DE A90000131 Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Pharmacy License VA 0214-000126 Coram Healthcare Corporation of Greater D.C Columbia MD Non-Resident Controlled Substance DE PH0401 Coram Healthcare Corporation of Greater D.C Columbia MD National Council for Prescription Drug Programs 21 20323 Coram Healthcare Corporation of Greater D.C Columbia MD Medicare-Part B 0624590003 Coram Healthcare Corporation of Greater D.C Columbia MD Medicaid-Pharmacy MD 1385011 00 Coram Healthcare Corporation of Greater D.C Columbia MD Medicaid-DME MD 1385020 00 Coram Healthcare Corporation of Greater D.C Columbia MD JCAHO 144674 Coram Healthcare Corporation of Greater D.C Columbia MD DEA Certificate BC4454776 Coram Healthcare Corporation of Greater D.C Columbia MD Clinical Laboratory Improvement Amendment Certificate of Wavier 21D0928157 Coram Alternate Site Services, Inc. Plymouth MI Resident Pharmacy License 5301006255 Coram Alternate Site Services, Inc. Grand Rapids MI Resident Pharmacy License 5301006259 Coram Alternate Site Services, Inc. Plymouth MI Resident Controlled Substance License 5301006255-CS Coram Alternate Site Services, Inc. Grand Rapids MI Resident Controlled Substance License 5301006259-CS Coram Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License FL PH0016415 Coram Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License IN 64000070 Coram Alternate Site Services, Inc. Plymouth MI Non-Resident Pharmacy License OH 02-0964350 Coram Alternate Site Services, Inc. Plymouth MI National Council for Prescription Drug Programs 2356548 Coram Alternate Site Services, Inc. Grand Rapids MI National Council for Prescription Drug Programs 23 54619 Coram Alternate Site Services, Inc. Plymouth MI Medicare-Part B 0976970030 Coram Alternate Site Services, Inc. Grand Rapids MI Medicare-Part B 0976970010 Coram Alternate Site Services, Inc. Plymouth MI Medicare-Local B OM24830 Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Pharmacy/DME OH 0148781 Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Pharmacy MI 3143188 Coram Alternate Site Services, Inc. Grand Rapids MI Medicaid-Pharmacy MI 3143160 Coram Alternate Site Services, Inc. Plymouth MI Medicaid-Home Health MI 3182506 Coram Alternate Site Services, Inc. Plymouth MI Medicaid-DME MI 3148228 Coram Alternate Site Services, Inc. Grand Rapids MI Medicaid-DME MI 3146958 Coram Alternate Site Services, Inc. Plymouth MI JCAHO 73172** Coram Alternate Site Services, Inc. Grand Rapids MI JCAHO 73172** Coram Alternate Site Services, Inc. Plymouth MI Federal Drug Administration 1836052 Coram Alternate Site Services, Inc. Plymouth MI DEA Certificate BC4419924 Coram Alternate Site Services, Inc. Grand Rapids MI DEA Certificate BC4447480 Coram Alternate Site Services, Inc. Plymouth MI Clinical Laboratory Improvement Amendment Certificate of Wavier 23D0882798 Coram Healthcare Corporation of Michigan Lansing MI Resident Pharmacy License 5301006149 Coram Healthcare Corporation of Michigan Lansing MI Resident Controlled Substance License 5301006149-CS
S-28 Attachment to Schedule 4.17 Coram Healthcare Corporation of Michigan Lansing MI Non-Resident Pharmacy License IN 64000071 Coram Healthcare Corporation of Michigan Lansing MI National Council for Prescription Drug Programs 23 54544 Coram Healthcare Corporation of Michigan Lansing MI Medicare-Part B 0571460002 Coram Healthcare Corporation of Michigan Lansing MI Medicaid-Pharmacy MI 3128154 Coram Healthcare Corporation of Michigan Lansing MI Medicaid-DME MI 3128163 Coram Healthcare Corporation of Michigan Lansing MI JCAHO 73172** Coram Healthcare Corporation of Michigan Lansing MI DEA Certificate BC4371922 Coram Alternate Site Services, Inc. Mendota Heights MN State Wholesale Pharmacy Permit 360564-8 Coram Alternate Site Services, Inc. Moorhead MN State Wholesale Pharmacy Permit 360769-1 Coram Alternate Site Services, Inc. Mendota Heights MN Resident Pharmacy License 261268-7 Coram Alternate Site Services, Inc. Moorhead MN Resident Pharmacy License 261497-3 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AL 111092 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AL 200507-Mail Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License CA NRP 257 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License CO 5046 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License FL PH0015495 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License ID 1264MS Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IL 054-012063 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IN 64000056 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License KS 22-01519 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License KY MN274 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MI 5301006638 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MO PS006596 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MS 04004/07.1 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License ND 242 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License NE 74 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OK 99-286 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OR 001558 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License RI NRP 9177 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License SD 400-0013 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License TX 18213 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License UT 99-367213-1708 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License WA FM00056011 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License WY 24-21662 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AZ Y03383 Coram Alternate Site Services, Inc. Moorhead MN Non-Resident Pharmacy License ND 243 Coram Alternate Site Services, Inc. Moorhead MN Non-Resident Pharmacy License SD 400-0125
S-29 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License MT 112 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License OH 02-1109450 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License AK 203 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Pharmacy License IA 3011 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance AL 111092-CS Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance IL 032-005006 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance OR 001558-CS Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance UT 99-367213-9939 Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance WY 24-21662-CS Coram Alternate Site Services, Inc. Mendota Heights MN Non-Resident Controlled Substance MT 112-CS Coram Alternate Site Services, Inc. Mendota Heights MN National Council for Prescription Drug Programs 24 21662 Coram Alternate Site Services, Inc. Mendota Heights MN Medicare-Part B 0976970018 Coram Alternate Site Services, Inc. Moorhead MN Medicare-Part B 0976970072 Coram Alternate Site Services, Inc. Mendota Heights MN Medicare-Local B 870000755 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME MN 807322800 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy/DME WI 33204700 Coram Alternate Site Services, Inc. Moorhead MN Medicaid-Pharmacy/DME SD 8530780 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy ND 21189 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy SD 8531050 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Pharmacy IN Pending Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-Home Health MN 673555000 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-DME ND 56208 Coram Alternate Site Services, Inc. Mendota Heights MN Medicaid-DME SD 9161600 Coram Alternate Site Services, Inc. Mendota Heights MN JCAHO 144670 Coram Alternate Site Services, Inc. Moorhead MN JCAHO 0180058 Coram Alternate Site Services, Inc. Moorhead MN Home Health Agency License Sequential Coram Alternate Site Services, Inc. Mendota Heights MN DEA Certificate BC4434192 Coram Alternate Site Services, Inc. Moorhead MN DEA Certificate BC5699484 Coram Alternate Site Services, Inc. Moorhead MN Clinical Laboratory Improvement Amendment Certificate of Wavier 24D0957100 Coram Homecare of Minnesota, Inc. Mendota Heights MN Medicare-Part B 24-7247 Coram Homecare of Minnesota, Inc. Mendota Heights MN JCAHO 9002001 Coram Homecare of Minnesota, Inc. Mendota Heights MN Home Health Agency License 0034824 Coram Homecare of Minnesota, Inc. Mendota Heights MN Clinical Laboratory Improvement Amendment Certificate of Wavier 24D0907416 Coram Alternate Site Services, Inc. Earth City MO Resident Pharmacy License PS 005866 Coram Alternate Site Services, Inc. Earth City MO Resident Controlled Substance License 08891805 Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License AR X-01315 Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License IL 054-013207
S-30 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Earth City MO Non-Resident Pharmacy License AZ Y03382 Coram Alternate Site Services, Inc. Earth City MO Non-Resident Controlled Substance IL 0032-005192 Coram Alternate Site Services, Inc. Earth City MO National Council for Prescription Drug Programs 2630134 Coram Alternate Site Services, Inc. Earth City MO Medicare-Part B 0976970069 Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy/DME IL 760215922006 Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy MO 602199002 Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy ??? Coram Alternate Site Services, Inc. Earth City MO Medicaid-Pharmacy KS 6018446501 Coram Alternate Site Services, Inc. Earth City MO Medicaid-Home Health KS 5818446501 Coram Alternate Site Services, Inc. Earth City MO Medicaid-DME MO 622199008 Coram Alternate Site Services, Inc. Earth City MO JCAHO 114255 Coram Alternate Site Services, Inc. Earth City MO DEA Certificate BC4613899 Coram Alternate Site Services, Inc. Earth City MO Clinical Laboratory Improvement Amendment Certificate of Wavier 26D0913848 Coram Healthcare Corporation of Mississippi Jackson MS Resident Pharmacy License 03041-02CJ Coram Healthcare Corporation of Mississippi Jackson MS Resident Controlled Substance License CS 03041-02CJ Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License LA 3465-OOSPE Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License AL 110761 Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Pharmacy License AL 200436 Mail Order Coram Healthcare Corporation of Mississippi Jackson MS Non-Resident Controlled Substance AL 110761-CS Coram Healthcare Corporation of Mississippi Jackson MS National Council for Prescription Drug Programs 25 17538 Coram Healthcare Corporation of Mississippi Jackson MS Medicare-Part B 1131200001 Coram Healthcare Corporation of Mississippi Jackson MS Medicaid-Pharmacy MS 0330295 Coram Healthcare Corporation of Mississippi Jackson MS Medicaid-DME MS 0440420 Coram Healthcare Corporation of Mississippi Jackson MS JCAHO 136415 Coram Healthcare Corporation of Mississippi Jackson MS DEA Certificate BC4376287 Coram Healthcare Corporation of Mississippi Jackson MS Clinical Laboratory Improvement Amendment Certificate of Wavier 25D0317982 Coram Alternate Site Serivces, Inc. New Bern NC Resident Pharmacy License 07584 Coram Alternate Site Serivces, Inc. New Bern NC National Council for Prescription Drug Programs 34 38795 Coram Alternate Site Serivces, Inc. New Bern NC DEA Certificate BC6830093 Coram Alternate Site Services, Inc. Asheville NC Resident Pharmacy License 5936 Coram Alternate Site Services, Inc. Morrisville NC Resident Pharmacy License 5938 Coram Alternate Site Services, Inc. Charlotte NC Resident Pharmacy License 5935 Coram Alternate Site Services, Inc. Charlotte NC Non-Resident Pharmacy License SC 6003597 Coram Alternate Site Services, Inc. Asheville NC Non-Resident Pharmacy License SC 60005553 Coram Alternate Site Services, Inc. Morrisville NC Non-Resident Pharmacy License VA 0214000186 Coram Alternate Site Services, Inc. Charlotte NC Non-Resident Pharmacy License VA 0214000485 Coram Alternate Site Services, Inc. Morrisville NC National Council for Prescription Drug Programs 3431474
S-31 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Charlotte NC National Council for Prescription Drug Programs 34 31602 Coram Alternate Site Services, Inc. Asheville NC National Council for Prescription Drug Programs 34 31599 Coram Alternate Site Services, Inc. Morrisville NC Medicare-Part B 0976970002 Coram Alternate Site Services, Inc. Charlotte NC Medicare-Part B 0976970026 Coram Alternate Site Services, Inc. Asheville NC Medicare-Part B 0976970035 Coram Alternate Site Services, Inc. Morrisville NC Medicare-Local B NC Pending Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy NC 0929026 Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy Pending Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Pharmacy SC Pending Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Pharmacy NC 0607994 Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Pharmacy SC 7N5935 Coram Alternate Site Services, Inc. Asheville NC Medicaid-Pharmacy NC 0116475 Coram Alternate Site Services, Inc. Morrisville NC Medicaid-Home Care NC 6800293 Coram Alternate Site Services, Inc. Charlotte NC Medicaid-Home Care NC 6800300 Coram Alternate Site Services, Inc. Winston-Salem NC Medicaid-Home Care NC 6800314 Coram Alternate Site Services, Inc. Asheville NC Medicaid-Home Care NC 6800313 Coram Alternate Site Services, Inc. Morrisville NC Medicaid-DME NC 7701741 Coram Alternate Site Services, Inc. Charlotte NC Medicaid-DME NC 7701507 Coram Alternate Site Services, Inc. Charlotte NC Medicaid-DME SC DME889 Coram Alternate Site Services, Inc. Asheville NC Medicaid-DME NC 7701570 Coram Alternate Site Services, Inc. Morrisville NC JCAHO 116836 Coram Alternate Site Services, Inc. Charlotte NC JCAHO 116836 Coram Alternate Site Services, Inc. Winston-Salem NC JCAHO 116836 Coram Alternate Site Services, Inc. Asheville NC JCAHO 116836 Coram Alternate Site Services, Inc. Charlotte NC Home Health Agency License HC0091 Coram Alternate Site Services, Inc. Winston-Salem NC Home Health Agency License HC0461 Coram Alternate Site Services, Inc. Morrisville NC Home Health Agency License HC0237 Coram Alternate Site Services, Inc. Asheville NC Home Health Agency License HC0089 Coram Alternate Site Services, Inc. Morrisville NC DEA Certificate BC4420357 Coram Alternate Site Services, Inc. Charlotte NC DEA Certificate BC4470845 Coram Alternate Site Services, Inc. Asheville NC DEA Certificate BC4423555 Coram Alternate Site Services, Inc. Morrisville NC Clinical Laboratory Improvement Amendment Certificate of Wavier 34D0920338 Coram Alternate Site Services, Inc. Charlotte NC Clinical Laboratory Improvement Amendment Certificate of Wavier 34D0920552 Coram Alternate Site Services, Inc. Asheville NC Clinical Laboratory Improvement Amendment Certificate of Wavier 34D0920551 Coram Alternate Site Services, Inc. Omaha NE Resident Pharmacy License 2245 Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License IA 3093 Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License KS 22-01501
S-32 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License MO PS006051 Coram Alternate Site Services, Inc. Omaha NE Non-Resident Pharmacy License SD 400-0005 Coram Alternate Site Services, Inc. Omaha NE National Council for Prescription Drug Programs 2814641 Coram Alternate Site Services, Inc. Omaha NE Medicare-Part B 0976970046 Coram Alternate Site Services, Inc. Omaha NE Medicare-Local B 098413 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME IL Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME MN 1392204-00 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME NE 76021592200 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME NY 0614502 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME OH 0218624 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME WI Temporary Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy/DME MI 873163716 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy CO 00752089X Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy AR 129010407 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy CT Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy IA NABP2814641 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy KS 6018446504 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy KY 54032495 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy LA 1263516 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy MO 608232500 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy MT 212563 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NC 0285172 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy ND Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NJ 7599803 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy NM Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy OK 90003928132 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy SC Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy SD 8531480 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy TX 2814641 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy WA 6021216 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy PA 01829446 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Pharmacy ID 806167500 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Infusion Pharmacy WA 7331408 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Hyperalimentation TX 307584 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health CO 00752078X Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health CT 003101714 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health IA 0960351
S-33 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health IL Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health KS 58-184465-02 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health KY 34460014 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health MN 3178277-00 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health MT 0740010 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health NC 68130 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health NE 76021592214 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health NJ Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health OH 0217358 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health OK B7602159220 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WA 9044827 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WA 9044827 Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health WI Temporary Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Health LA Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-Home Care NC 6800359 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME AR 129011716 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME CO 00752111X Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME CT 003101467 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME IA 0958025 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KY 90012469 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME LA 1548456 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME MO 628232506 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME MT 0562068 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME ND 59877 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME NJ 7599811 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME NM P5046 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME OK S2602159220 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME SD 9161250 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME TX 00J276 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME TX DMEH07614 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME WA 9045097 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME ID 806180800 Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KS Pending Coram Alternate Site Services, Inc. Omaha NE Medicaid-DME KS Pending Coram Alternate Site Services, Inc. Omaha NE JCAHO 73173 Coram Alternate Site Services, Inc. Omaha NE Home Health Agency License 261008 Coram Alternate Site Services, Inc. Omaha NE DEA Certificate BC4430853
S-34 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Omaha NE Clinical Laboratory Improvement Amendment Certificate of Wavier 28D0956966 Coram Alternate Site Services, Inc. Totowa NJ Weights and Measures 17-029268-99 Coram Alternate Site Services, Inc. Totowa NJ Resident Pharmacy License RS005274 Coram Alternate Site Services, Inc. Totowa NJ Resident Controlled Substance License D069769 Coram Alternate Site Services, Inc. Totowa NJ National Council for Prescription Drug Programs 3137064 Coram Alternate Site Services, Inc. Totowa NJ Medicare-Part B 0976970004 Coram Alternate Site Services, Inc. Totowa NJ Medical Waste Generator 0131474 Coram Alternate Site Services, Inc. Totowa NJ Medicaid-Pharmacy NJ 6860109 Coram Alternate Site Services, Inc. Totowa NJ Medicaid-DME NJ 6860117 Coram Alternate Site Services, Inc. Totowa NJ JCAHO 125116** Coram Alternate Site Services, Inc. Totowa NJ Health Care Facility HP0218401 Coram Alternate Site Services, Inc. Totowa NJ DEA Certificate BC4810316 Coram Alternate Site Services, Inc. Totowa NJ Clinical Laboratory Improvement Amendment Certificate of Wavier 31D0949459 Coram Alternate Site Services, Inc. Totowa NJ Blood Bank License 2702 Coram Alternate Site Services, Inc. Albuquerque NM Resident Pharmacy License PH-00001736 Coram Alternate Site Services, Inc. Albuquerque NM Resident Controlled Substance License CS-00017759 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License TX 19314 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License WA FM00056589 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License OR 001810 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License UT 4551489-1708 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License NV PH1508 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License HI PMP170 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License AK 232 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License WY 32-08976 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License CA NRP 370 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License ID 1509MS Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License AZ Y03381 Coram Alternate Site Services, Inc. Albuquerque NM Non-Resident Pharmacy License CO 5217 Coram Alternate Site Services, Inc. Albuquerque NM National Council for Prescription Drug Programs 32 08976 Coram Alternate Site Services, Inc. Albuquerque NM Medicare-Part B 0976970051 Coram Alternate Site Services, Inc. Albuquerque NM Medicare-Local B NM 600521028 Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy/DME NM F4497 Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy CO Pending Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy AZ Pending Coram Alternate Site Services, Inc. Albuquerque NM Medicaid-Pharmacy ID Pending Coram Alternate Site Services, Inc. Albuquerque NM JCAHO 140276** Coram Alternate Site Services, Inc. Albuquerque NM Home Health Agency License 2T6754
S-35 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Albuquerque NM DEA Certificate BC4487991 Coram Healthcare Corporation of Nevada Sparks NV Resident Pharmacy License PH0715 Coram Healthcare Corporation of Nevada Las Vegas NV Resident Pharmacy License PH0746 Coram Healthcare Corporation of Nevada Sparks NV Resident Nursing Pool 721NSP-4 Coram Healthcare Corporation of Nevada Las Vegas NV Resident Nursing Pool 722NSP-2 Coram Healthcare Corporation of Nevada Sparks NV Non-Resident Pharmacy License CA NRP380 Coram Healthcare Corporation of Nevada Las Vegas NV National Council for Prescription Drug Programs 29 02852 Coram Healthcare Corporation of Nevada Sparks NV National Council for Prescription Drug Programs 2904008 Coram Healthcare Corporation of Nevada Las Vegas NV Medicare-Part B 0614380001 Coram Healthcare Corporation of Nevada Sparks NV Medicare-Part B 0614380003 Coram Healthcare Corporation of Nevada Sparks NV Medicare-Local B NV 34499 Coram Healthcare Corporation of Nevada Las Vegas NV Medicare-Local B 31428 Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Pharmacy CA XPH000103 - chg Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Pharmacy 28-16876 - chg Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-Pharmacy NV Pending Coram Healthcare Corporation of Nevada Sparks NV Medicaid-Home Health 37-16876 - chg Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-Home Health NV Pending ? Coram Healthcare Corporation of Nevada Las Vegas NV Medicaid-DME NV Pending ? Coram Healthcare Corporation of Nevada Sparks NV Medicaid-DME 33-16876 - chg Coram Healthcare Corporation of Nevada Sparks NV JCAHO 9001057 Coram Healthcare Corporation of Nevada Las Vegas NV JCAHO 9005135 Coram Healthcare Corporation of Nevada Sparks NV DEA Certificate BC6803135 Coram Healthcare Corporation of Nevada Las Vegas NV DEA Certificate BC4540351 Coram Healthcare Corporation of Greater New York Plainview NY State Wholesale Pharmacy Permit NY Pending Coram Healthcare Corporation of Greater New York Plainview NY Resident Pharmacy License 022510 Coram Healthcare Corporation of Greater New York Plainview NY National Council for Prescription Drug Programs 3305340 Coram Healthcare Corporation of Greater New York Plainview NY Medicare-Part B 0714620002 Coram Healthcare Corporation of Greater New York Plainview NY Medicaid-Pharmacy/DME NY 01569144 Coram Healthcare Corporation of Greater New York Syracuse NY JCAHO 73169 Coram Healthcare Corporation of Greater New York Plainview NY JCAHO 94941 Coram Healthcare Corporation of Greater New York New York NY JCAHO 94941 Coram Healthcare Corporation of Greater New York Syracuse NY Home Health Agency License 9694L003 Coram Healthcare Corporation of Greater New York Plainview NY Home Health Agency License 9073L001 Coram Healthcare Corporation of Greater New York New York NY Home Health Agency License 9073L002 Coram Healthcare Corporation of Greater New York Plainview NY DEA Certificate BC4470314 Coram Healthcare Corporation of New York Guilderland NY Resident Pharmacy License 022519 Coram Healthcare Corporation of New York Amherst NY Resident Pharmacy License 022522
S-36 Attachment to Schedule 4.17 Coram Healthcare Corporation of New York Guilderland NY National Council for Prescription Drug Programs 33 05047 Coram Healthcare Corporation of New York Amherst NY National Council for Prescription Drug Programs 33 05085 Coram Healthcare Corporation of New York Guilderland NY Medicare-Part B 1009580001 Coram Healthcare Corporation of New York Amherst NY Medicare-Part B 1009580002 Coram Healthcare Corporation of New York Guilderland NY Medicaid-Pharmacy/DME NY 01573555 Coram Healthcare Corporation of New York Amherst NY Medicaid-Pharmacy/DME NY 01569117 Coram Healthcare Corporation of New York Guilderland NY JCAHO 73169 Coram Healthcare Corporation of New York Amherst NY JCAHO 73183** Coram Healthcare Corporation of New York Guilderland NY Home Health Agency License 9694L001 Coram Healthcare Corporation of New York Amherst NY Home Health Agency License 9694L002 Coram Healthcare Corporation of New York Guilderland NY DEA Certificate BC4470326 Coram Healthcare Corporation of New York Amherst NY DEA Certificate BC4481583 Coram Alternate Site Services, Inc. Warrensville OH State Wholesale Pharmacy Permit 01-844350 Heights Coram Alternate Site Services, Inc. Cincinnati OH Resident Pharmacy License 02-842050 Coram Alternate Site Services, Inc. Warrensville OH Resident Pharmacy License 02-843750 Heights Coram Alternate Site Services, Inc. Cincinnati OH Non-Resident Pharmacy License IN 64000130 Coram Alternate Site Services, Inc. Cincinnati OH Non-Resident Pharmacy License KY OH265 Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License FL PH0014113 Heights Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License IN 64000131 Heights Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License MI 5301006914 Heights Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Pharmacy License WV MO0559365 Heights Coram Alternate Site Services, Inc. Warrensville OH Non-Resident Controlled Substance MI 5301006914-CS Heights Coram Alternate Site Services, Inc. Cincinnati OH National Council for Prescription Drug Programs 36 61495 Coram Alternate Site Services, Inc. Warrensville OH National Council for Prescription Drug Programs 3661508 Heights Coram Alternate Site Services, Inc. Cincinnati OH Medicare-Part B 0976970025 Coram Alternate Site Services, Inc. Warrensville OH Medicare-Part B 0976970024 Heights Coram Alternate Site Services, Inc. Cincinnati OH Medical Waste Generator 09-G-00799 Coram Alternate Site Services, Inc. Warrensville OH Medical Waste Generator 18-G-00971 Heights
S-37 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy/DME OH 0165904 Coram Alternate Site Services, Inc. Warrensville OH Medicaid-Pharmacy/DME OH 0139746 Heights Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-Pharmacy KY 54030648 Coram Alternate Site Services, Inc. Warrensville OH Medicaid-Pharmacy KY Pending Heights Coram Alternate Site Services, Inc. Cincinnati OH Medicaid-DME KY 90272196 Coram Alternate Site Services, Inc. Cincinnati OH JCAHO 125117 Coram Alternate Site Services, Inc. Warrensville OH JCAHO 125117 Heights Coram Alternate Site Services, Inc. Cincinnati OH DEA Certificate BC4432782 Coram Alternate Site Services, Inc. Warrensville OH DEA Certificate BC4419518 Heights Coram Alternate Site Services, Inc. Warrensville OH Clinical Laboratory Improvement Amendment Heights Certificate of Wavier 36D0901059 Coram Alternate Site Services, Inc. Cincinnati OH Clinical Laboratory Improvement Amendment Certificate of Wavier 36D0940707 Coram Healthcare Corporation of Kentucky Cincinnati OH JCAHO 9005560 Coram Healthcare Corporation of Kentucky Cincinnati OH Home Health Agency License Mobile Health 720060 Coram Healthcare Corporation of Kentucky Cincinnati OH Clinical Laboratory Improvement Amendment Certificate of Waiver Pending Coram Alternate Site Services, Inc. Oklahoma City OK Resident Pharmacy License 1-3937 Coram Alternate Site Services, Inc. Oklahoma City OK Resident Controlled Substance License 15530 Coram Alternate Site Services, Inc. Oklahoma City OK National Council for Prescription Drug Programs 3720023 Coram Alternate Site Services, Inc. Oklahoma City OK Medicare-Part B 0976970020 Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-Pharmacy OK 90003927712 Coram Alternate Site Services, Inc. Oklahoma City OK Medicaid-DME OK S1602159220 Coram Alternate Site Services, Inc. Oklahoma City OK JCAHO 110063 Coram Alternate Site Services, Inc. Oklahoma City OK Home Health Agency License 7308 Coram Alternate Site Services, Inc. Oklahoma City OK DEA Certificate BC4445020 Coram Alternate Site Services, Inc. Oklahoma City OK Clinical Laboratory Improvement Amendment Certificate of Wavier 37D0926220 Coram Pharmacy Limited North York ON Resident Pharmacy License 036116 Coram Alternate Site Services, Inc. Portland OR Resident Pharmacy License 001433 Coram Alternate Site Services, Inc. Portland OR Resident Controlled Substance License 001433-CS Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License CA NRP 192 Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License WA FM00005206 Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License ID 1498MS Coram Alternate Site Services, Inc. Portland OR Non-Resident Pharmacy License AK 320
S-38 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Portland OR Non-Resident Home Health Agency WA HHA-178/00234 Coram Alternate Site Services, Inc. Portland OR National Council for Prescription Drug Programs 3812080 Coram Alternate Site Services, Inc. Portland OR Medicare-Part B 0976970048 Coram Alternate Site Services, Inc. Portland OR Medicare-Local B OR 109065 Coram Alternate Site Services, Inc. Portland OR Medicaid-Pharmacy/DME OR 132915 Coram Alternate Site Services, Inc. Portland OR JCAHO 146660 Coram Alternate Site Services, Inc. Portland OR DEA Certificate BC4436805 Coram Alternate Site Services, Inc. Malvern PA State Wholesale Pharmacy Permit 800373 Coram Alternate Site Services, Inc. Malvern PA Resident Pharmacy License PP-412548-L Coram Alternate Site Services, Inc. Cranberry PA Resident Pharmacy License PP-411589-L Township Coram Alternate Site Services, Inc. Malvern PA Resident Controlled Substance License 306455 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License DE A9 0000085 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License AL 111626 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License SC 60005005 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License KS 22-01822 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License WV MO-0559373 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MN 261838-0 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MS 04774/07.1 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License CT PCN.295 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License OK 99-372 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License FL PH17070 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License KY PA635 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IL 054-014243 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License TX 20079 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IA 3284 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License SD 400-0140 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License ME M040000260 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License AL 200705 Mail Order Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License RI NRP 9245 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NH NR0110 Coram Alternate Site Services, Inc. Cranberry PA Non-Resident Pharmacy License OH 02-0963200 Township Coram Alternate Site Services, Inc. Cranberry PA Non-Resident Pharmacy License WV MO0559159 Township Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MD P02110 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License VA 0214000377
S-39 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License MO 2000143657 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License IN 64000208 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License OH 02-1183400 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NE 215 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License LA 4399-00S Coram Alternate Site Services, Inc. Malvern PA Non-Resident Pharmacy License NC 07527 Coram Alternate Site Services, Inc. Malvern PA Non-Resident Controlled Substance AL 111626-CS Coram Alternate Site Services, Inc. Malvern PA National Council for Prescription Drug Programs 39 70274 Coram Alternate Site Services, Inc. Cranberry PA National Council for Prescription Drug Programs 39 69954 Township Coram Alternate Site Services, Inc. Malvern PA Medicare-Part B 0976970037 Coram Alternate Site Services, Inc. Cranberry PA Medicare-Part B 0976970038 Township Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy/DME PA 1521254 Coram Alternate Site Services, Inc. Cranberry PA Medicaid-Pharmacy/DME PA 1517556 Township Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy DE 000637707 Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MD 989740200 Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IN 200264320 Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy OK 90003932621 Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NE Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IL Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MN Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NY Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy IA Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy KY Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy MD Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy NY Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy WI Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy OH Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-Pharmacy ND Pending Coram Alternate Site Services, Inc. Malvern PA Medicaid-DME DE 000633816 Coram Alternate Site Services, Inc. Malvern PA JCAHO 110076 Coram Alternate Site Services, Inc. Cranberry PA JCAHO 125117 Township Coram Alternate Site Services, Inc. Malvern PA Health Care Facility NJ HP0218402 Coram Alternate Site Services, Inc. Malvern PA Federal Drug Administration Distributor Only
S-40 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Malvern PA DEA Certificate BC4442365 Coram Alternate Site Services, Inc. Cranberry Township PA DEA Certificate BC4430310 Coram Alternate Site Services, Inc. Malvern PA Clinical Laboratory Improvement Amendment Certificate of Wavier 39D0914138 Coram Healthcare Corporation of Massachusetts Warwick RI JCAHO 113489 Coram Healthcare Corporation of Massachusetts Warwick RI Home Health Agency License 2263 Coram Healthcare Corporation of Rhode Island Warwick RI Resident Pharmacy License 71 Coram Healthcare Corporation of Rhode Island Warwick RI Resident Controlled Substance License 71-CS Coram Healthcare Corporation of Rhode Island Warwick RI National Council for Prescription Drug Programs 4105501 Coram Healthcare Corporation of Rhode Island Warwick RI Medicare-Part B 0556580002 Coram Healthcare Corporation of Rhode Island Warwick RI Medicaid-Pharmacy RI CA09243 Coram Healthcare Corporation of Rhode Island Warwick RI Medicaid-DME RI 6970052 Coram Healthcare Corporation of Rhode Island Warwick RI JCAHO 113489 Coram Healthcare Corporation of Rhode Island Warwick RI Home Health Agency License 2263 Coram Healthcare Corporation of Rhode Island Warwick RI DEA Certificate BC4595003 Coram Healthcare Corporation of South Carolina Charleston SC Resident Pharmacy License 5003160 Coram Healthcare Corporation of South Carolina Charleston SC Resident Controlled Substance License 10-3160 Coram Healthcare Corporation of South Carolina Charleston SC National Council for Prescription Drug Programs 42 19350 Coram Healthcare Corporation of South Carolina Charleston SC Medicare-Part B 0313710002 Coram Healthcare Corporation of South Carolina Charleston SC Medical Waste Generator SC10-1242G Coram Healthcare Corporation of South Carolina Charleston SC Medicaid-Pharmacy SC 731608 Coram Healthcare Corporation of South Carolina Charleston SC Medicaid-DME SC DME151 Coram Healthcare Corporation of South Carolina Charleston SC JCAHO 121292 Coram Healthcare Corporation of South Carolina Charleston SC DEA Certificate BC4392560 Coram Alternate Site Services, Inc. Memphis TN Resident Pharmacy License 0000002058 Coram Alternate Site Services, Inc. Nashville TN Resident Pharmacy License 0000002879 Coram Alternate Site Services, Inc. Johnson City TN Resident Pharmacy License 0000001704 Coram Alternate Site Services, Inc. Memphis TN Non-Resident Pharmacy License AR X-01171 Coram Alternate Site Services, Inc. Nashville TN Non-Resident Pharmacy License KY TN266 Coram Alternate Site Services, Inc. Johnson City TN Non-Resident Pharmacy License NC 6104 Coram Alternate Site Services, Inc. Johnson City TN Non-Resident Pharmacy License VA 0214 000182 Coram Alternate Site Services, Inc. Memphis TN Non-Resident Pharmacy License MS 02904/07.1 Coram Alternate Site Services, Inc. Memphis TN National Council for Prescription Drug Programs 44 29420 Coram Alternate Site Services, Inc. Nashville TN National Council for Prescription Drug Programs 4429608 Coram Alternate Site Services, Inc. Johnson City TN National Council for Prescription Drug Programs 44 26892 Coram Alternate Site Services, Inc. Memphis TN Medicare-Part B 0976970045 Coram Alternate Site Services, Inc. Johnson City TN Medicare-Part B 0976970013
S-41 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Nashville TN Medicare-Part B 0976970021 Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy/DME TN 1452078 Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy/DME TN 1452066 Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME KY Pending Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy/DME TN 1452076 Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy MS Pending Coram Alternate Site Services, Inc. Nashville TN Medicaid-Pharmacy KY 54030002 Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy NC 0445486 Coram Alternate Site Services, Inc. Johnson City TN Medicaid-Pharmacy VA 8506671 Coram Alternate Site Services, Inc. Memphis TN Medicaid-Pharmacy MO Pending Coram Alternate Site Services, Inc. Nashville TN Medicaid-DME KY 90262890 Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME NC 7701520 Coram Alternate Site Services, Inc. Johnson City TN Medicaid-DME VA 9111158 Coram Alternate Site Services, Inc. Johnson City TN JCAHO 121299** Coram Alternate Site Services, Inc. Memphis TN JCAHO 121296** Coram Alternate Site Services, Inc. Nashville TN JCAHO 121299** Coram Alternate Site Services, Inc. Memphis TN DEA Certificate BC4455247 Coram Alternate Site Services, Inc. Nashville TN DEA Certificate BC4437352 Coram Alternate Site Services, Inc. Johnson City TN DEA Certificate BC4478904 Coram Alternate Site Services, Inc. Austin TX Resident Pharmacy License 16602 Coram Alternate Site Services, Inc. Houston TX Resident Pharmacy License 16729 Coram Alternate Site Services, Inc. El Paso TX Resident Pharmacy License 16628 Coram Alternate Site Services, Inc. Austin TX Resident Controlled Substance License X0092627 Coram Alternate Site Services, Inc. Houston TX Resident Controlled Substance License 00093915 Coram Alternate Site Services, Inc. El Paso TX Resident Controlled Substance License M0092694 Coram Alternate Site Services, Inc. El Paso TX Non-Resident Pharmacy License NM PH-00001748 Coram Alternate Site Services, Inc. El Paso TX Non-Resident Controlled Substance NM CS-00017883 Coram Alternate Site Services, Inc. Austin TX National Council for Prescription Drug Programs 45 95279 Coram Alternate Site Services, Inc. Houston TX National Council for Prescription Drug Programs 45 95356 Coram Alternate Site Services, Inc. El Paso TX National Council for Prescription Drug Programs 45 95267 Coram Alternate Site Services, Inc. Austin TX Medicare-Part B 0976970032 Coram Alternate Site Services, Inc. Houston TX Medicare-Part B 0976970009 Coram Alternate Site Services, Inc. El Paso TX Medicare-Part B 0976970008 Coram Alternate Site Services, Inc. Austin TX Medicare-Local B 580039 Coram Alternate Site Services, Inc. El Paso TX Medicare-Local B 580038 Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy/DME NM H9136 Coram Alternate Site Services, Inc. Austin TX Medicaid-Pharmacy 145106
S-42 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Houston TX Medicaid-Pharmacy 320155 Coram Alternate Site Services, Inc. El Paso TX Medicaid-Pharmacy 144324 Coram Alternate Site Services, Inc. Austin TX Medicaid-PCCA (TX) PCCAL0034 Coram Alternate Site Services, Inc. Houston TX Medicaid-Infusion Pharmacy VP320155 Coram Alternate Site Services, Inc. El Paso TX Medicaid-Infusion Pharmacy VP1443243 Coram Alternate Site Services, Inc. Austin TX Medicaid-Hyperalimentation HYP306652 Coram Alternate Site Services, Inc. Houston TX Medicaid-Hyperalimentation HYP306760 Coram Alternate Site Services, Inc. El Paso TX Medicaid-Hyperalimentation HYP306594 Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DME00E276 Coram Alternate Site Services, Inc. Austin TX Medicaid-DME DMEH03862 Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DME00H600 Coram Alternate Site Services, Inc. Houston TX Medicaid-DME DMEH06840 Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DME00E292 Coram Alternate Site Services, Inc. El Paso TX Medicaid-DME DMEH30007 Coram Alternate Site Services, Inc. Austin TX Medicaid-CHSCN/CIDC (TX) Pending Coram Alternate Site Services, Inc. El Paso TX Medicaid-CHSCN/CIDC (TX) Pending Coram Alternate Site Services, Inc. Austin TX JCAHO 10874 Coram Alternate Site Services, Inc. Houston TX JCAHO 11260 Coram Alternate Site Services, Inc. El Paso TX JCAHO 131657** Coram Alternate Site Services, Inc. Austin TX Home Health Agency License 003655 Coram Alternate Site Services, Inc. Houston TX Home Health Agency License 003647 Coram Alternate Site Services, Inc. El Paso TX Home Health Agency License 003656 Coram Alternate Site Services, Inc. Austin TX DEA Certificate BC4466745 Coram Alternate Site Services, Inc. Houston TX DEA Certificate BC4464145 Coram Alternate Site Services, Inc. El Paso TX DEA Certificate BC4488119 Coram Alternate Site Services, Inc. Austin TX Clinical Laboratory Improvement Amendment Certificate of Wavier 45D0923746 Coram Alternate Site Services, Inc. Houston TX Clinical Laboratory Improvement Amendment Certificate of Wavier 45D0919745 Coram Alternate Site Services, Inc. El Paso TX Clinical Laboratory Improvement Amendment Certificate of Wavier 45D0891795 Coram Healthcare Corporation of North Texas Dallas TX Resident Pharmacy License 15532 Coram Healthcare Corporation of North Texas Dallas TX Resident Controlled Substance License 90085977 Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License LA 3604-OOS Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License OK 99-138 Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License WY 45-92110 Coram Healthcare Corporation of North Texas Dallas TX Non-Resident Pharmacy License LA 3603-OOSPE Coram Healthcare Corporation of North Texas Dallas TX National Council for Prescription Drug Programs 45 92110 Coram Healthcare Corporation of North Texas Dallas TX Medicare-Part B 0651320001 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Supplies TX Z05002697
S-43 Attachment to Schedule 4.17 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Pharmacy 320079 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Infusion Pharmacy VP3200795 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-Hyperalimentation HYP304498 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-DME DMEH32761 Coram Healthcare Corporation of North Texas Dallas TX Medicaid-DME DMEH42244 Coram Healthcare Corporation of North Texas Dallas TX JCAHO 144672 Coram Healthcare Corporation of North Texas Dallas TX Home Health Agency License 004402 Coram Healthcare Corporation of North Texas Dallas TX DEA Certificate BC3704144 Coram Healthcare Corporation of North Texas Dallas TX Clinical Laboratory Improvement Amendment Certificate of Wavier 45D0929737 Coram Healthcare Corporation of Utah Salt Lake City UT Resident Pharmacy License 95-315625-1704 Coram Healthcare Corporation of Utah Salt Lake City UT Resident Controlled Substance License 95-315625-9939 Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License ID 997MS Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License NV PH1136 Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License WY 46-84119 Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Pharmacy License MT 40 Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Controlled Substance WY 46-84119-CS Coram Healthcare Corporation of Utah Salt Lake City UT Non-Resident Controlled Substance MT 40-CS Coram Healthcare Corporation of Utah Salt Lake City UT National Council for Prescription Drug Programs 4608254 Coram Healthcare Corporation of Utah Salt Lake City UT Medicare-Part B 0577870001 Coram Healthcare Corporation of Utah Salt Lake City UT Medicare-Local B 000090576 Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy ID 8050641 Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy UT 954446209001 Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy WY Pending Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-Pharmacy ID D423301 Coram Healthcare Corporation of Utah Salt Lake City UT Medicaid-DME ID V605900 Coram Healthcare Corporation of Utah Salt Lake City UT JCAHO 73182 Coram Healthcare Corporation of Utah Salt Lake City UT Home Health Agency License 2001-HHA-593 Coram Healthcare Corporation of Utah Salt Lake City UT DEA Certificate BH2360357 Coram Healthcare Corporation of Utah Salt Lake City UT Clinical Laboratory Improvement Amendment Certificate of Wavier 46D0928504 Coram Healthcare Corporation of Greater D.C. Chantilly VA Resident Pharmacy License 0201 002670 Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License WV MO0559275 Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License MD PO2111 Coram Healthcare Corporation of Greater D.C. Chantilly VA Non-Resident Pharmacy License NC 07508 Coram Healthcare Corporation of Greater D.C. Chantilly VA National Council for Prescription Drug Programs 48 29846 Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicare-Part B 0624590002 Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicaid-Pharmacy 8506507 Coram Healthcare Corporation of Greater D.C. Chantilly VA Medicaid-DME 9110747
S-44 Attachment to Schedule 4.17 Coram Healthcare Corporation of Greater D.C. Chantilly VA JCAHO 144674 Coram Healthcare Corporation of Greater D.C. Chantilly VA Home Health Agency License Exempt Coram Healthcare Corporation of Greater D.C. Chantilly VA DEA Certificate BP0761432 Coram Healthcare Corporation of Greater D.C. Chantilly VA Clinical Laboratory Improvement Amendment Certificate of Wavier 49D0914308 Coram Alternate Site Services, Inc. Bellevue WA State Laboratory Permit MTS-2099 Coram Alternate Site Services, Inc. Bellevue WA Resident Pharmacy License 026202 CF00005203 Coram Alternate Site Services, Inc. Bellevue WA Non-Resident Pharmacy License AK 89 Coram Alternate Site Services, Inc. Bellevue WA National Council for Prescription Drug Programs 49 24418 Coram Alternate Site Services, Inc. Bellevue WA Medicare-Part B 0976970047 Coram Alternate Site Services, Inc. Bellevue WA Medicare-Local B WA AB19947 Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy/DME WA 6015473 Coram Alternate Site Services, Inc. Bellevue WA Medicaid-Pharmacy AK Pending Coram Alternate Site Services, Inc. Bellevue WA JCAHO 148242 Coram Alternate Site Services, Inc. Bellevue WA Home Health Agency License HHA-125 Coram Alternate Site Services, Inc. Bellevue WA DEA Certificate BC4456592 Coram Alternate Site Services, Inc. Bellevue WA Clinical Laboratory Improvement Amendment Certificate of Wavier 50D0882473 Coram Alternate Site Services, Inc. New Berlin WI Resident Pharmacy License 7451 Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Pharmacy License IL 054-013707 Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Pharmacy License MI 5301006617 Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Controlled Substance IL 032-006307 Coram Alternate Site Services, Inc. New Berlin WI Non-Resident Controlled Substance MI 5301006617-CS Coram Alternate Site Services, Inc. New Berlin WI National Council for Prescription Drug Programs 5122433 Coram Alternate Site Services, Inc. New Berlin WI Medicare-Part B 0976970019 Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy/DME WI 33204600 Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Pharmacy IL Pending Coram Alternate Site Services, Inc. New Berlin WI Medicaid-Home Health WI 41528000 Coram Alternate Site Services, Inc. New Berlin WI Medicaid-DME IL Pending Coram Alternate Site Services, Inc. New Berlin WI JCAHO 73185** Coram Alternate Site Services, Inc. New Berlin WI Home Health Agency License 247 Coram Alternate Site Services, Inc. New Berlin WI DEA Certificate BC4437225 Coram Alternate Site Services, Inc. New Berlin WI Clinical Laboratory Improvement Amendment Certificate of Wavier 52D0875208 Coram Alternate Site Services, Inc. Dunbar WV Resident Pharmacy License P/E SP551215 Coram Alternate Site Services, Inc. Dunbar WV Resident Controlled Substance License SP551215 Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License KY WV379 Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License OH 02-0984000 Coram Alternate Site Services, Inc. Dunbar WV Non-Resident Pharmacy License VA 0214000236 Coram Alternate Site Services, Inc. Dunbar WV National Council for Prescription Drug Programs 50 10486
S-45 Attachment to Schedule 4.17 Coram Alternate Site Services, Inc. Dunbar WV Medicare-Part B 0976970023 Coram Alternate Site Services, Inc. Dunbar WV Medical Waste Generator IMW-9-99-M0012 Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME KY Pending Coram Alternate Site Services, Inc. Dunbar WV Medicaid-Pharmacy/DME WV 8508001 Coram Alternate Site Services, Inc. Dunbar WV JCAHO 11175 Coram Alternate Site Services, Inc. Dunbar WV DEA Certificate BC4416269 Coram Alternate Site Services, Inc. Dunbar WV Clinical Laboratory Improvement Amendment Certificate of Wavier 51D0929803 Coram Healthcare of Wyoming, LLC Casper WY Resident Pharmacy License 52-03310 Coram Healthcare of Wyoming, LLC Casper WY Resident Controlled Substance License 52-03310-CS Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License ID 1357MS Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License MT 122 Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Pharmacy License NE 77 Coram Healthcare of Wyoming, LLC Casper WY Non-Resident Controlled Substance MT 122-CS Coram Healthcare of Wyoming, LLC Casper WY National Council for Prescription Drug Programs 52 03310 Coram Healthcare of Wyoming, LLC Casper WY Medicare-Part B 1221430001 Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy 113550300 Coram Healthcare of Wyoming, LLC Casper WY Medicaid-Pharmacy ID 805212500 Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME 113550301 Coram Healthcare of Wyoming, LLC Casper WY Medicaid-DME ID 805194000 Coram Healthcare of Wyoming, LLC Casper WY JCAHO 0264331 Coram Healthcare of Wyoming, LLC Casper WY Home Health Agency License Pending Coram Healthcare of Wyoming, LLC Casper WY Federal Drug Administration 1724442 Coram Healthcare of Wyoming, LLC Casper WY DEA Certificate BC5892802 Coram Healthcare of Wyoming, LLC Casper WY Clinical Laboratory Improvement Amendment Certificate of Wavier 53D0960498
S-46 Exchange Agreement SCHEDULE 4.22 INSURANCE
-------------------- ------------------ ------------------------------------------------------------------- ----------- --------- EFFECTIVE POLICY COMPANY COVERAGES LIMITS DATE -------------------- ------------------ ------------------------------------------------------------------- ----------- --------- PROPERTY Travelers Catastrophic Blanket Limit $85,264,268 4/15/01- Sub-limits 4/15/02 Real Property $250,000 Business Income/Extra Expense $2,000,000 Off Premises Services $100,000 Property in Transit $100,000 EDP Equipment and Media $35,005,500 Radioactive Contamination $50,000 Expediting Cost $100,000 Consequential Loss $100,000 Accounts Receivable $1,000,000 Cost of Research and Restoration of Valuable Papers $1,000,000 Inventory or Appraisal $25,000 Personal Property of Officers and Employees $100,000 Errors or Omissions $500,000 Loss or Damage Caused by Water Backup from Sewers or Drain $250,000 Signs attached or not attached to buildings $25,000 Fine Arts $100,000 Newly Constructed or Acquired Property at one Location $1,000,000 Debris Removal $250,000 Pollution Clean-up and Removal (any one policy year) $100,000 Boiler and Machinery $100,000 -------------------- ------------------ ------------------------------------------------------------------- ----------- --------- BUSINESS AUTO AIG Combined Single Limit Liability - Bodily Injury & Property Damage $1,000,000 4/15/01- Uninsured Motorists $1,000,000 4/15/02 Hired/Borrowed & Non-Owned Combined Single Limit $1,000,000 Physical Damage Not Covered Auto Medical Payments $5,000 --------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-47 Exchange Agreement --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- UMBRELLA Lexinton Each Occurrence $9,000,000 4/15/01- Aggregate $9,000,000 4/15/02 (limits apply to Auto and Employers Liability) --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- WORKERS COMPENSATION AIG Each Accident $1,000,000 4/15/01- Disease: 4/15/02 Each Employee $1,000,000 Policy Limit $1,000,000 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- CRIME Federal Employee Dishonesty & ERISA Plans $1,000,000 4/15/00- Money & Securities - Inside Premises $1,000,000 4/15/02 Money & Securities - outside premises $1,000,000 Money Orders & Counterfeit Paper Currency $100,000 Depositors Forgery $1,000,000 Credit Card Forgery $25,000 Computer Theft & Funds Transfer Fraud $1,000,000 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- FIDUCIARY Federal Fiduciary Liability $1,000,000 4/15/01- Aggregate Limit $1,000,000 4/15/02 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- EMPLOYMENT AIG Each Loss $5,000,000 4/15/01- 4/15/02 PRACTICES LIABILITY --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- GENERAL & Farmers Each Loss $30,000,000 4/15/01- PROFESSIONAL 4/15/02 LIABILITY --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Genesis Primary D&O Liability Insurance $25,000,000 1/8/99- OFFICERS 1/27/02 RUN-OFF --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Executive Risk 1st Excess D&O Liability Insurance $10,000,000 1/8/99- OFFICERS Indemnity 1/27/02 RUN-OFF --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & RLI Insurance 2nd Excess D&O Liability Insurance $15,000,000 1/8/99- OFFICERS Company 1/27/02 RUN-OFF --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Zurich 3rd Excess D&O Liability Insurance $10,000,000 1/8/99- OFFICERS Insurance 1/27/02 RUN-OFF Company --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Hartford 4th Excess D&O Liability Insurance $15,000,000 1/8/99- OFFICERS Insurance 1/27/02 RUN-OFF Company --------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-48 Exchange Agreement --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Gulf Insurance 5th Excess D&O Liability Insurance $10,000,000 1/8/99- OFFICERS Company 1/27/02 RUN-OFF --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & Royal Indemnity 6th Excess D&O Liability Insurance $15,000,000 1/8/99- OFFICERS 1/27/02 RUN-OFF --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & OFFICERS National Untion Primary Directors & Officers Liability Insurance $25,000,000 1/27/01- 1/27/02 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & OFFICERS RLI Insurance 1st Excess D&O Liability Insurance $25,000,000 1/27/01- 1/27/02 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & OFFICERS Hartford Company 2nd Excess D&O Liability Insurance $25,000,000 1/27/01- 1/27/02 --------------------- ----------------- ------------------------------------------------------------------- ----------- --------- DIRECTORS & OFFICERS Greenwich 3rd Excess D&O Liability Insurance $25,000,000 1/27/01- Insurance 1/27/02 --------------------- ----------------- ------------------------------------------------------------------- ----------- ---------
S-49 Exchange Agreement SCHEDULE 4.23 JOINT VENTURES
Name of Partnership Coram Entity Holding Interest % Interest Held ------------------- ----------------------------- --------------- 1. ABC INFUSION THERAPY Curaflex Health Services, Inc. 49 Coram Alternate Site Services, Inc. 01 2. KERN HOME HEALTH RESOURCES Curaflex Health Services, Inc. 50 dba CORAM HEALTHCARE 3. SSM INFUSION SERVICES, LLC Curaflex Health Services, Inc. 50 4. WISCONSIN IV AFFILIATES, LLC Curaflex Health Services, Inc. 50 5. WIVA-FOX VALLEY, LLC Curaflex Health Services, Inc. 25*
* Wisconsin IV Affiliates, LLC has a 50% ownership interest in this entity; accordingly, Curaflex Health Services, Inc. has 25% indirect ownership interest in this entity. S-50 Exchange Agreement SCHEDULE 4.24 PERMITS Coram Healthcare Corporation, through its wholly owned subsidiaries, Coram Healthcare Corporation of New York and Coram Healthcare Corporation of Greater New York, operates home care services agencies under five separate licenses issued by the State of New York Department of Health (the "Department"). The contemplated transaction may be viewed by the Department as a change of controlling person in the operators of these agencies. If so, applications for approval of the transaction would be required to be filed with the Department within thirty (30) days of consummation of the contemplated transaction pursuant to state licensure laws. Under such circumstances, if the transaction has already been consummated and approval is not ultimately obtained, the licensed entity may be subject to fines, an order to cease the licensed operations, and/or an order to divest itself of the ownership of the subject home care service agencies. S-51 Exchange Agreement SCHEDULE 5.2(a) EXISTING INVESTMENTS SHORT TERM INVESTMENTS: Harris Investment Management as of 12/14/01 $ 27,246,349 NOTE RECEIVABLE: Coram International Holdings Ltd. ($833,000 Principal Note Receivable) as of 12/21/01 A $ 1,092,022 INVESTMENTS IN JOINT VENTURES: as of 11/30/01 B Wisconsin I.V. Affiliates, LLC $ 603,678 Kern Home Health Resources 185,304 ABC Infusion Therapy 302,269 Hinsdale Infusion Care 20,355 C SSM Infusion Services, LLC 348,674 $ 1,460,280
A. The note receivable is an obligation between Coram, Inc. and Coram International Holdings, Ltd. B. Investments representing partnership percentage in Carolina Home Therapeutics is not included in this schedule because this entity is consolidated with Coram, Inc.'s financial position and results of operations. C. Hinsdale Infusion Care was legally liquidated in August, 2000. Final liquidating distributions have not yet been effectuated. S-52 Exchange Agreement SCHEDULE 5.2(e) PERMITTED LIENS See Attached. S-53 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- AZ Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Lima SERVICES, INC. JUDGMENTS FOUND. County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 AZ Maricopa SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CA Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/5/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CA San Diego SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CO Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-54 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Araphoe SERVICES, INC. JUDGMENTS FOUND. County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- CT Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State CORAM ALTERNATE SITE NO JUDGMENTS FOUND. 12/18/00 CT Central SERVICES, INC. Index CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 CT New Haven SERVICES, INC. JUDGMENTS. Town CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- FL Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State
S-55 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 FL Duval SERVICES, INC. JUDGMENTS FOUND. County CORAM Central ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- GA Index SERVICES, INC. FOUND WITHIN THE UPDATE. 12/13/00 System CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/13/00 GA Cobb SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IA Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 IA Scott SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- ID Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/14/00 of State
S-56 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 ID Ada County SERVICES, INC. JUDGMENTS FOUND. CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- IL Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 6/15/00- IN Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 9/30/00 of State CORAM 1 FINANCING STATEMENT AND NO ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/7/00 IN Allen SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE Foothill Capital SERVICES, INC. Corporation, as 1125 17th Agent 11111 Santa Blanket lien 12/7/00 IN Allen 8/21/98 Street, Monica Blvd Suite County #980002295 Suite 2100 1500 Los Angeles, Denver, CO 80202 CA 90025
S-57 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM 1 FINANCING STATEMENT AND NO ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 IN Marion SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE Foothill Capital SERVICES, INC. Corporation, as 1125 17th Agent 11111 Santa Blanket lien 12/21/00 IN Marion 8/21/98 #006707 Street, Monica Blvd. Suite County Suite 2100 1500 Los Angeles, Denver, CO 80202 CA 90025 CORAM ALTERNATE SITE NO FINANCING STATEMENTS SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- KS Secretary 12/15/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/12/00 KS Johnson County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 11/29/00 KS Sedgwick County CORAM ALTERNATE SITE NO FINANCING STATEMENTS Central SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- LA Index 12/15/00 System
S-58 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR ALTERNATE SITE JUDGMENTS FOUND WITHIN 7/5/00- St. Charles SERVICES, INC. THE UPDATE. 12/15/00 LA Parish CORAM ALTERNATE SITE NO FINANCING STATEMENTS SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MI Secretary 12/5/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MI Kent County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 8/15/00 MI Wayne County CORAM ALTERNATE SITE NO FINANCING STATEMENTS SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MN Secretary 12/15/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MN Clay County
S-59 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/19/00 MN Dakota County CORAM ALTERNATE SITE NO FINANCING STATEMENTS SERVICES, INC. FOUND WITHIN THE UPDATE. 7/5/00- MO Secretary 12/19/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/20/00 MO Howard County CORAM 1 FINANCING STATEMENT AND NO ALTERNATE SITE FEDERAL/STATE TAX LIENS OR SERVICES, INC. JUDGMENTS FOUND. 12/18/00 MO St. Louis County CORAM ALTERNATE SITE Foothill Capital SERVICES, INC. Corporation, as 1125 17th Agent 11111 Santa Blanket lien 12/18/00 MO St. Louis 8/24/98 #10316 Street, Monica Blvd. Suite County Suite 2100 1500 Los Angeles, Denver, CO 80202 CA 90025 CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/21/00 MO St. Louis SERVICES, INC. JUDGMENTS FOUND. City
S-60 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NC Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/16/00 of State NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Buncombe ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/13/00 NC County SERVICES, INC. THE UPDATE. NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Craven ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County SERVICES, INC. THE UPDATE. NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Forsyth ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/18/00 NC County SERVICES, INC. THE UPDATE. NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Mecklenberg ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County SERVICES, INC. THE UPDATE. NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/15/00- Wake ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/15/00 NC County SERVICES, INC. THE UPDATE.
S-61 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NE Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 NE Douglas SERVICES, INC. JUDGMENTS FOUND. County CORAM Secretary ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NJ of SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 State NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR Passaic ALTERNATE SITE JUDGMENTS FOUND WITHIN 11/30/00 NJ County SERVICES, INC. THE UPDATE. CORAM Secretary ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- NM of SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 NM Bernalillo SERVICES, INC. JUDGMENTS FOUND. County
S-62 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM Secretary ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OH of SERVICES, INC. FOUND WITHIN THE UPDATE. 12/22/00 State NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County SERVICES, INC. THE UPDATE. NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Cuyahoga ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/20/00 OH County SERVICES, INC. THE UPDATE. County CORAM Clerk ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- OK of SERVICES, INC. FOUND WITHIN THE UPDATE. 12/19/00 Oklahoma County CORAM ALTERNATE SITE NO FINANCING 7/5/00- OR Secretary SERVICES, INC. STATEMENTS FOUND. 12/15/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/5/00 OR Multnomah SERVICES, INC. JUDGMENTS FOUND. County
S-63 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM Secretary ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- PA of SERVICES, INC. FOUND WITHIN THE UPDATE. 12/15/00 State NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Butler ALTERNATE SITE JUDGMENTS FOUND WITHIN 12/27/00 PA County SERVICES, INC. THE UPDATE. Prothonotary NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Chester ALTERNATE SITE JUDGMENTS FOUND WITHIN 10/10/00 PA County SERVICES, INC. THE UPDATE. Prothonotary CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TN Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 TN Davidson SERVICES, INC. JUDGMENTS FOUND. County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 TN Shelby SERVICES, INC. JUDGMENTS FOUND. County
S-64 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TN Washington SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- TX Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/17/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/11/00 TX El Paso SERVICES, INC. JUDGMENTS. County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Harris SERVICES, INC. JUDGMENTS. County CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/18/00 TX Travis SERVICES, INC. JUDGMENTS. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- VA Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/7/00 of State
S-65 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------- --------------------------- --------- -------- -------------- --------------- ------- CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WA Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/8/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/14/00 WA King SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WI Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/19/00 WI Waukesha SERVICES, INC. JUDGMENTS FOUND. County CORAM ALTERNATE SITE NO FINANCING STATEMENTS 7/5/00- WV Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/20/00 of State CORAM NO FINANCING STATEMENTS, ALTERNATE SITE FEDERAL/STATE TAX LIENS OR 12/20/00 WV Kanawha SERVICES, INC. JUDGMENTS FOUND. County
S-66 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ -------------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State ILLINOIS CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County ILLINOIS JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/01/00 IL of State ILLINOIS NO FINANCING STATEMENTS, FEDERAL/STATE TAX LIENS FOUND. WE FIND 1 FINANCING STATEMENT AND 3 JUDGMENTS ON SIMILAR NAMES: 1) Faye Skolnick vs. St. Francis Hospital of Evanston CORAM and Coram Healthcare HEALTCHARE Corporation of Illinois, 12/19/00 IL Cook CORPORATION OF Inc.; County ILLINOIS 2) Most Affordable Carpets vs. Barbara Bramlett & Coram Healthcare and 3) American General Financial Center vs. MARY V. SCOTT, CITY OF EVANSTON AND CORAM ALTERNATIVE. CORAM HEALTCHARE CO.** Oce-USA-Inc. 1471 Business 5450 N. Specific Cook 5/23/96 #96 U Center Dr. Cumberland equipment 12/19/00 IL County 06378 Mt.Prospect, IL 60056 Chicago, IL 60656
S-67 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ -------------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE 1 FINANCING STATEMENT FOUND 7/5/00- CO Secretary CORPORATION WITHIN THE UPDATE. 12/6/00 of State All vehicles Emkay, Inc. leased by Trust, a Coram CORAM Delaware Healthcare HEALTHCARE Business Corp. from CORPORATION 1125 Trust 805 W. Emkay 7/5/00- CO Secretary 7/7/00 17th Street, Thorndale pursuant to 12/6/00 of State #20002062123 Suite 2100 Avenue vehicle lease Denver, CO 80202 Itasca, IL agreement 60143 dated July 25, 1995. CORAM NO FINANCING STATEMENTS, HEALTHCARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver CORPORATION JUDGMENTS FOUND. County CORAM HEALTHCARE NO FINANCING STATEMENTS Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/21/00 AL of State ALABAMA CORAM HEALTHCARE NO FINANCING STATEMENTS, Shelby CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/22/00 AL County ALABAMA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State ALABAMA
S-68 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County ALABAMA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State FLORIDA CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County FLORIDA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State FLORIDA CORAM HEALTCHARE NO FINANCING STATEMENTS, Hillsborough CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 FL County FLORIDA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State GREATER D.C.
S-69 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County GREATER D.C. JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Dept of CORPORATION OF FOUND WITHIN THE UPDATE. 12/19/00 MD Assessments GREATER D.C. and Taxation NO FINANCING STATEMENTS, FEDERAL/STATE TAX LIENS OR CORAM JUDGMENTS FOUND. (UCC'S ARE HEALTCHARE ONLY THROUGH 12/31/99.) 12/31/99 MD Howard CORPORATION OF THIS COUNTY STOPPED County GREATER D.C. RECORDING UCC'S SINCE 12/31/99. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 VA of State GREATER D.C. CORAM NO FINANCING STATEMENTS, HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Fairfax CORPORATION OF JUDGMENTS FOUND WITHIN 12/15/00 VA County GREATER D.C. THE UPDATE. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State GREATER NEW YORK
S-70 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- --------- ------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County GREATER NEW YORK JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY Secretary of GREATER NEW YORK State CORAM 3 FINANCING STATEMENTS HEALTCHARE AND NO FEDERAL/STATE TAX CORPORATION OF LIENS OR JUDGMENTS FOUND. 12/15/00 NY Nassau GREATER NEW YORK County The Chase CORAM Manhattan HEALTCHARE Bank, as CORPORATION OF Collateral Nassau 7/14/97 GREATER NEW YORK Agent 270 Blanket lien 12/15/00 NY County #UC97011600 45 South Service Park Avenue Road Plainview, New York, NY NY 11803 10017 CORAM HEALTCHARE Foothill Capital CORPORATION OF Corporation, as GREATER NEW YORK Agent 11111 Santa 1125 17th Monica Blvd. Suite Blanket lien 12/15/00 NY Nassau 7/23/98 Street, Suite 1500 Los Angeles, County #UC98-13130 2100 Denver, CO 80202 CA 90025 Foothill CORAM Capital HEALTCHARE Corporation, CORPORATION OF as Agent GREATER NEW YORK 11111 Santa Blanket lien 12/15/00 NY Nassau 8/26/98 1125 17th Monica Blvd. County #UC98-015256 Street, Suite Suite 1500 2100 Denver, CO 80202 Los Angeles, CA 90025
S-71 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM 2 FINANCING STATEMENTS AND NO HEALTCHARE FEDERAL/STATE TAX LIENS OR CORPORATION OF JUDGMENTS FOUND. 11/22/00 NY New York GREATER NEW YORK County CORAM Foothill Capital HEALTCHARE Corporation, CORPORATION OF as Agent GREATER NEW YORK 11111 Santa Blanket lien 11/22/00 NY New York 8/26/98 1125 17th Street, Monica Blvd. County #98PN45442 Suite 2100 Suite 1500 Denver, CO 80202 Los Angeles, CA 90025 Fleet Leasing Corporation P.O. CORAM Box 7023 Troy, MI HEALTHCARE** 48007 - 7023 and 420 Lexington Avenue Panasonic Specific equipment 11/22/00 NY New York 7/28/99 New York, NY 10017 Communications County #99PN40412 10 Melville Road Melville, NY 11747- 3177 CORAM HEALTCHARE 1 FINANCING STATEMENT AND NO Onondaga CORPORATION OF FEDERAL/STATE TAX LIENS OR 11/30/00 NY County GREATER NEW YORK JUDGMENTS FOUND. CORAM HEALTCHARE Foothill Capital CORPORATION OF Corporation, as GREATER NEW YORK Agent 11111 Santa Onondaga 1125 17th Street, Monica Blvd. Specific equipment 11/30/00 NY County 9/1/98 #8104 Suite 2100 Suite 1500 Denver, CO 80202 Los Angeles, CA 90025 CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State INDIANA
S-72
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County INDIANA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 6/15/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 9/30/00 IN of State INDIANA CORAM 2 FINANCING STATEMENTS HEALTCHARE AND NO FEDERAL/STATE TAX Lake CORPORATION OF LIENS OR 12/14/00 IN County INDIANA JUDGMENTS FOUND. CORAM HEALTCHARE The Chase Manhattan CORPORATION OF INDIANA Bank, As Collateral Lake 107 W. 79th Avenue Agent Blanket lien 12/14/00 IN County 7/14/97 Merrillville, IN 46410 270 Park Avenue #97002570 New York, NY 10017 CORAM Foothill Capital HEALTCHARE Corporation, CORPORATION OF as Agent INDIANA 11111 Santa Blanket lien 12/14/00 IN Lake 8/24/98 1125 17th Monica Blvd. County #98002919 Street, Suite 2100 Suite 1500 Denver, CO 80202 Los Angeles, CA 90025 CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State KENTUCKY
S-73 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County KENTUCKY JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/15/00 KY of State KENTUCKY CORAM NO FINANCING STATEMENTS, HEALTCHARE FEDERAL/STATE TAX LIENS OR 7/5/00- Kenton CORPORATION OF JUDGMENTS FOUND WITHIN 12/21/00 KY County 1st KENTUCKY THE UPDATE. District CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State MASSACHUSETTS CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County MASSACHUSETTS JUDGMENTS FOUND. CORAM HEALTCHARE 7/5/00- Secretary CORPORATION OF NO STATE TAX LIENS FOUND. 12/20/00 MA of State MASSACHUSETTS
S-74 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA of State MASSACHUSETTS CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Hopkinton CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 MA Town MASSACHUSETTS CORAM HEALTCHARE NO JUDGMENTS FOUND WITHIN 7/5/00- Middlesex CORPORATION OF THE UPDATE. 12/20/00 MA County MASSACHUSETTS CORAM HEALTCHARE NO FEDERAL TAX LIENS FOUND WITHIN THE 7/5/00- CORPORATION OF UPDATE. 12/20/00 MA USDC Boston MASSACHUSETTS CORAM HEALTCHARE NO FINANCING Secretary CORPORATION OF STATEMENTS FOUND. 12/20/00 RI of State MASSACHUSETTS CORAM HEALTCHARE CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI Kent County MASSACHUSETTS
S-75 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS Warwick CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town MASSACHUSETTS CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State MICHIGAN CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County MICHIGAN JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/5/00 MI of State MICHIGAN CORAM HEALTCHARE NO FINANCING STATEMENTS, Ingham CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/11/00 MI County MICHIGAN JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State MISSISSIPPI
S-76 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County MISSISSIPPI JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/8/00 MS of State MISSISSIPPI CORAM HEALTCHARE NO FINANCING STATEMENTS, Hinds County( 1ST CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 MS & 2ND MISSISSIPPI JUDGMENTS FOUND. District) CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State NEVADA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County NEVADA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- CORPORATION OF FOUND WITHIN THE UPDATE. 12/7/00 NV Secretary of State NEVADA
S-77 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- --------- ------- -------------- ------------- ------- CORAM NO FINANCING STATEMENTS, HEALTCHARE FEDERAL/STATE TAX LIENS OR CORPORATION OF JUDGMENTS FOUND. WE FIND 1 FINANCING 8/23/00 NV Clark County NEVADA STATEMENT ON A SIMILAR NAME. CORAM HEALTHCARE** Sanwa Leasing Corporation Specific 101 North Pecos Road P.O. Box 7023 equipment 7/22/98 Las Vegas, NV 89101 Troy, MI 48007 8/23/00 NV Clark County #BK 980722 Ins. 00806 CORAM NO FINANCING STATEMENTS, HEALTCHARE FEDERAL TAX LIENS OR Washoe CORPORATION OF JUDGMENTS FOUND. WE FIND 1 TAX 12/21/00 NV County NEVADA LIEN FOR $3,367.02. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO State NEW YORK CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver County NEW YORK JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary of CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 NY State NEW YORK
S-78 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- HEALTCHARE 3 FINANCING STATEMENTS Albany CORPORATION OF AND 1 JUDGMENT FOUND. WE 12/15/00 NY County NEW YORK FIND NO FEDERAL TAX LIENS. CORAM The Chase HEALTCHARE Manhattan CORPORATION OF Bank, as NEW YORK Collateral Albany 7/10/97 1 Charles Agent 270 Blanket lien 12/15/00 NY County #97-04540 Boulevard Park Avenue Guilderland, NY New York, 12084 NY 10017 Foothill CORAM Capital HEALTCHARE Corporation, CORPORATION OF as Agent NEW YORK 1125 11111 Santa Blanket lien 12/15/00 NY Albany 8/21/98 17th Street, Monica Blvd. County #98-04894 Suite 2100 Suite 1500 Denver, CO 80202 Los Angeles, CA 90025 CORAM HEALTHCARE** Fleet Leasing 1 Charles Corporation Specific Albany 11/3/99 Boulevard P.O. Box equipment 12/15/00 NY County #99-05886 Guilderland, NY 7023 12084 Troy, MI 48007-7023 CORAM HEALTHCARE New York CORPORATION OF State GREATER NEW Department of This is a YORK** Taxation and State tax Albany 10/24/00 County 1125 17th Finance P.O. lien for 12/15/00 NY County #22822 Judgment in Street, Box 5149 $2,765.36 the amount Suite 2100 Albany, NY of $2,765.36 Denver, 12205 CO 80202 CORAM 3 FINANCING STATEMENTS HEALTCHARE AND NO FEDERAL/STATE TAX Erie CORPORATION OF LIENS OR 12/19/00 NY County NEW YORK JUDGMENTS FOUND.
S-79 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- Foothill CORAM Capital HEALTCHARE Corporation, CORPORATION OF as Agent NEW YORK 1125 11111 Santa Blanket lien 12/19/00 NY Erie 8/25/98 17th Street, Monica Blvd. County #Q52-5995 Suite 2100 Suite 1500 Denver, CO 80202 Los Angeles, CA 90025 CORAM Fleet Leasing HEALTHCARE** Corporation 375 North French P.O. Box 7023 Specific equipment 12/19/00 NY Erie 5/19/99 Road Amherst, NY Troy, MI County #Q63-8696 14228 48007 Sanwa CORAM Leasing HEALTHCARE** Corporation Specific Erie 1/31/00 375 North French P.O. Box 7023 equipment 12/19/00 NY County #Q73-9056 Road Amherst, NY Troy, MI 14228 48007 CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State NORTH TEXAS CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County NORTH TEXAS JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/17/00 TX of State NORTH TEXAS
S-80 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Dallas CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 TX County NORTH TEXAS JUDGMENTS. CORAM HEALTCHARE CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary NORTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CA Alameda NORTHERN JUDGMENTS FOUND. County CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Sacramento NORTHERN JUDGMENTS FOUND. County CALIFORNIA CORAM HEALTCHARE CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary NORTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver NORTHERN JUDGMENTS FOUND. County CALIFORNIA
S-81 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State RHODE ISLAND CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County RHODE ISLAND JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/20/00 RI of State RHODE ISLAND CORAM HEALTCHARE Kent CORPORATION OF NO JUDGMENTS FOUND. 12/20/00 RI County RHODE ISLAND CORAM HEALTCHARE NO FINANCING STATEMENTS Warwick CORPORATION OF OR FEDERAL/STATE TAX LIENS FOUND. 12/20/00 RI Town RHODE ISLAND CORAM HEALTCHARE CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CA Secretary SOUTHERN FOUND WITHIN THE UPDATE. 12/5/00 of State CALIFORNIA
S-82 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Los CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/14/00 CA Angeles SOUTHERN JUDGMENTS FOUND. County CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/1/00 CA Orange SOUTHERN JUDGMENTS. County CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, San CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/15/00 CA Bernadino SOUTHERN JUDGMENTS. County CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, Santa CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 CA Barbara SOUTHERN JUDGMENTS FOUND. County CALIFORNIA CORAM HEALTCHARE CORPORATION OF NO FINANCING STATEMENTS 7/5/00- CO Secretary SOUTHERN FOUND WITHIN THE UPDATE. 12/6/00 of State CALIFORNIA CORAM HEALTCHARE NO FINANCING STATEMENTS, CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver SOUTHERN JUDGMENTS FOUND. County CALIFORNIA
S-83 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State SOUTHERN FLORIDA CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County SOUTHERN FLORIDA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 FL of State SOUTHERN FLORIDA CORAM HEALTCHARE NO FINANCING STATEMENTS, Broward CORPORATION OF FEDERAL/STATE TAX LIENS 12/11/00 FL County SOUTHERN FLORIDA FOUND. WE FIND 1 JUDGMENT. County CORAM Industrial court 5/8/98 Tax lien HEALTCHARE A/C & defaultfinal 12/11/00 FL Broward #BK 28178 in the CORPORATION OF Refrigeration, judgment County PG 200 amount of SOUTHERN FLORIDA Inc.(Plaintiff) for $809.62 $809.62 CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State UTAH
S-84 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County UTAH JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 11/17/00 UT of State UTAH CORAM HEALTCHARE NO FINANCING STATEMENTS, Salt Lake CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/21/00 UT County UTAH JUDGMENTS FOUND. CORAM HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/6/00 of State CORAM NO FINANCING STATEMENTS, HEALTHCARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver WYOMING, L.L.C. JUDGMENTS FOUND. County CORAM HEALTHCARE OF NO FINANCING STATEMENTS 7/5/00- WY Secretary WYOMING, L.L.C. FOUND WITHIN THE UPDATE. 12/21/00 of State
S-85 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- NO FINANCING STATEMENTS, CORAM FEDERAL/STATE TAX LIENS OR 7/5/00- Natrona HEALTHCARE OF JUDGMENTS FOUND WITHIN 12/19/00 WY County WYOMING, L.L.C. THE UPDATE. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/6/00 CO of State SOUTH CAROLINA CORAM HEALTCHARE NO FINANCING STATEMENTS, Denver CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO County SOUTH CAROLINA JUDGMENTS FOUND. CORAM HEALTCHARE NO FINANCING STATEMENTS 7/5/00- Secretary CORPORATION OF FOUND WITHIN THE UPDATE. 12/12/00 SC of State SOUTH CAROLINA CORAM HEALTCHARE NO FINANCING STATEMENTS, Charleston CORPORATION OF FEDERAL/STATE TAX LIENS OR 12/18/00 SC County SOUTH CAROLINA JUDGMENTS FOUND. CORAM HOMECARE OF NO FINANCING STATEMENTS 7/5/00- CO Secretary MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-86 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM NO FINANCING STATEMENTS, HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver MINNESOTA, INC. JUDGMENTS FOUND. County CORAM HOMECARE OF NO FINANCING STATEMENTS 7/5/00- MN Secretary MINNESOTA, INC. FOUND WITHIN THE UPDATE. 12/15/00 of State CORAM NO FINANCING STATEMENTS, HOMECARE OF FEDERAL/STATE TAX LIENS OR 12/19/00 MN Dakota MINNESOTA, INC. JUDGMENTS FOUND. County CORAM INC NO FINANCING STATEMENTS 7/5/00- CO Secretary FOUND WITHIN THE UPDATE. 12/6/00 of State NO FINANCING STATEMENTS, CORAM INC FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver JUDGMENTS FOUND. County CORAM SERVICE NO FINANCING STATEMENTS 7/5/00- CO Secretary CORPORATION FOUND WITHIN THE UPDATE. 12/6/00 of State
S-87 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- CORAM NO FINANCING STATEMENTS, SERVICE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver CORPORATION JUDGMENTS FOUND. County CURAFLEX HEALTH 1 PARTIAL RELEASE FOUND WITHIN THE UPDATE. 7/5/00- CA Secretary SERVICES, INC. 12/5/00 of State Blanket lien with a partial release of all of the transferred assets as defined in the Foothill Asset Purchase Capital Agreement, CURAFLEX HEALTH Corporation, dated as of Partial SERVICES, INC. as Agent June 9, 2000, 7/5/00- Secretary 8/21/98 Release # 1125 17th Street, 11111 Santa by and between 12/5/00 CA of State #199823660584 2000217C0128 Suite 2100 Monica Blvd. Curaflex, filed 8/2/00. Denver, CO 80202 Suite 1500 Coram Los Angeles, Healthcare CA 90025 Corporation, Curascript Pharmacy,Inc., Curascript PBM Services, Inc. and GTCR Fund VI, L.P. NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CA Kern SERVICES, INC. JUDGMENTS FOUND. County CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- CO Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/6/00 of State
S-88 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver SERVICES, INC. JUDGMENTS FOUND. County CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- IL Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/01/00 of State NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/19/00 IL Cook SERVICES, INC. JUDGMENTS FOUND. County CURAFLEX HEALTH NO FINANCING STATEMENTS MO Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. of State NO FINANCING STATEMENTS, St. CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 MO Louis SERVICES, INC. JUDGMENTS FOUND. County 1 FINANCING STATEMENT AND NO FEDERAL/STATE St. CURAFLEX HEALTH TAX LIENS OR 8/4/95 MO Louis SERVICES, INC. JUDGMENTS FOUND. City
S-89 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- Chemical Bank, as 8/4/95 CURAFLEX HEALTH Collateral #4957 This SERVICES, INC. Agent 200 St. Louis filing 4362 Forrest Jericho Blanket lien 8/4/95 MO City probably Park Avenue St. Quadrangle lapsed on Louis, Mo 63108 Jericho, NY 8/25/00. 11753 CURAFLEX HEALTH NO FINANCING STATEMENTS 7/5/00- WI Secretary SERVICES, INC. FOUND WITHIN THE UPDATE. 12/12/00 of State NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/18/00 WI Oneida SERVICES, INC. JUDGMENTS FOUND. County NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/21/00 WI Outagarnie SERVICES, INC. JUDGMENTS FOUND. County NO FINANCING STATEMENTS, CURAFLEX HEALTH FEDERAL/STATE TAX LIENS OR 12/26/00 WI Portage SERVICES, INC. JUDGMENTS FOUND. County HOME CARE NO FINANCING 11/30/00 CO Secretary HAWAII, LLP STATEMENTS FOUND. of State
S-90 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------- ------- NO FINANCING STATEMENTS, HOME CARE FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver HAWAII, LLP JUDGMENTS FOUND. County HOME CARE NO FINANCING 12/15/00 HI Secretary HAWAII, LLP STATEMENTS FOUND. of State NO FINANCING STATEMENTS, HOME CARE FEDERAL/STATE TAX LIENS OR 12/15/00 HI Honolulu HAWAII, LLP JUDGMENTS FOUND. County T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- CO Secretary FOUND WITHIN THE UPDATE. 12/6/00 of State NO FINANCING STATEMENTS, T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/19/00 CO Denver JUDGMENTS FOUND. County T2 MEDICAL, INC. NO FINANCING STATEMENTS 7/5/00- SC Secretary FOUND WITHIN THE UPDATE. 12/12/00 of State
S-91 SEARCH RESULTS AS OF DECEMBER, 2000 Search Results Re: CORAM et al. Client Ref No: 014951.0238
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ---------------------------------- -------- ------ ------------ ------------- ------- NO FINANCING STATEMENTS, T2 MEDICAL, INC. FEDERAL/STATE TAX LIENS OR 12/12/00 SC Greenville JUDGMENTS FOUND. County NO FINANCING STATEMENTS,FEDERAL/STATE TAX T2 MEDICAL, INC. LIENS OR 12/11/00 SC Richland JUDGMENTS FOUND. County
** SIMILAR NAMES FOUND WHILE SEARCHING JURISDICTIONS. S-92 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to AZ Secretary of SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12/6/01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Maricopa SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/10/01 County CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to AZ Prima County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/7/01 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA Secretary of SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CA San Diego SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/5/01 County
S-93 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ -------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to CO Central Index SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Arapahoe SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01 County CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to CO Denver County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-04-01 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State Tax Liens 12-01-00 to CT Secretary of SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-05-01 State CORAM ALTERNATE SITE NO RECORD OF JUDGMENTS FOUND WITHIN THE 12-01-00 to CT Central Index SERVICES, INC. UPDATE PERIOD. 12-06-01
S-94 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ -------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE ATTACHED 12-01-00 to DE Secretary of CERTIFICATE. (COPIES HEREBY PROVIDED WERE FILED 11/7/01 State PRIOR TO UPDATE RECORD.) CORAM ALTERNATE SITE FOOTHILL CAPITAL CORPORATION SERVICES, INC. 11111 SANTA MONICA BLVD., STE. BLANKET LIEN Prior to 1125 17TH Street, 1500 LOS ANGELES, CA 90025 search Secretary of 8/21/98 Suite 2100 date State 9837459- Denver, CO 80202 0000000 12-01-00 to FL Secretary of 15/5/01 State CORAM (ucc/jud) ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL TAX LIENS & 12-01-00 to SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 11/30/01 (jud) CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to FL Duval County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/8/01 CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to GA Central Index SERVICES, INC. UPDATE PERIOD. 10/31/01
S-95 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ ------ ------- CORAM ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS & 12-01-01 to GA Cobb County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-06-01 CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IA Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-16-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IA Scott County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-14-01 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS 12-01-00 to ID Secretary of SERVICES, INC. FOUND WITHIN THE UPDATE PERIOD. 12-07-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to ID Ada County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12-03-01
S-96 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS FOUND 12-01-00 to IL Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 12/7/01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IL Cook County SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 12/6/01 CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND WITHIN THE 12-01-00 to IN Secretary of SERVICES, INC. UPDATE PERIOD. SEE ATTACHED CERTIFICATE. 12/6/01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE TAX LIENS & 12-01-00 to IN Allen county SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE PERIOD. 10/26/01 12-01-00 to 12/10/01 (ucc) 12-01-00 to IN Marion County CORAM 12/3/01 ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE TAX LIENS (ftl) SERVICES, INC. FOUND WITHING THE UPDATE PERIOD. 12-01-00 to 12/6/01 (stl/jud)
S-97 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to KS Secretary of SERVICES, INC. LIENS FOUND WITHIN THE UPDATE DATE 12-05-01 State PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Johnson SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to KS Sedgwick SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-25-01 to County THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to LA Central Index SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-04-01 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to LA St. Charles SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01 Parish THE UPDATE PERIOD.
S-98 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------- ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 1-30-01 State PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to MI Kent County SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Wayne County SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 09-10-01 PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 PERIOD. CORAM ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Clay County SERVICES, INC & JUDGMENTS FOUND WITHIN THE UPDATE 12-04-01 PERIOD.
S-99 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF FEDERAL/STATE TAX LIENS 12-01-00 to MN Dakota County SERVICES, INC. & JUDGMENTS FOUND WITHIN THE 12-05-01 UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MO Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 10-08-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MO St. Louis SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 06-30-01 County PERIOD. (ucc) 12-01-01 to 10-10-01 (ftl/stl) 12-01-00 to 11-29-01 (jud) CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX LIENS 12-01-00 to NC Secretary of SERVICES, INC. FOUND WITHIN THE UPDATE DATE 11-30-01 State PERIOD. (ucc) 12-01-00 to 12-06-01 (ftl) CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Buncombe SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County PERIOD. (ucc) 12-01-00 to 12-06-01 (ftl/stl/jud)
S-100 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- -------------- ----- ------------- ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Craven County SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 PERIOD. (ucc) 12-01-00 to 12-06-01 (ftl/stl/jud) CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Mecklenburg SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 County PERIOD. (ucc) 12-01-00 to 12-06-01 (ftl/stl/jud) CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NC Wake County SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-30-01 PERIOD. (ucc) 12-01-00 to 12-06-01 (ftl/stl/jud) CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NE Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State CORAM ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NE Douglas SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 11-28-01 County UPDATE PERIOD.
S-101 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------- ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NJ Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 11-29-01 State ATTACHED CERTIFICATE. CORAM ALTERNATE SITE NO RECORD OF STATE TAX LIENS & 12-01-00 to NJ Central Index SERVICES, INC. JUDGMENTS FOUND WITHIN THE UPDATE 12-05-01 PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NJ Passaic County SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 10-30-01 UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to NM Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-03-01 State CORAM ALTERNATE SITE NO RECORD OF UCC, FEDERAL/STATE TAX 12-01-00 to NM Bernalillo SERVICES, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-03-01 County UPDATE PERIOD.
S-102 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-30-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OK Oklahoma SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County Clerk THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL & State 12-01-00 to OR Secretary of SERVICES, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-05-01 State PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OR Washington SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 09-29-01 County THE UPDATE PERIOD. (ucc/ftl/stl) 12-01-00 tp 12-03-01 (jud)
S-103 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------- ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to PA Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 11-14-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Butler County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to PA Chester County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-05-01 THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to TN Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. 12-10-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Davidson SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County THE UPDATE PERIOD.
S-104 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ---------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Shelby County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 10-10-01 THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TN Washington SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-08-01 County THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 09-30-01 State PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX El Paso County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 06-30-01 THE UPDATE PERIOD. (ucc) 12-01-00 to 12-02-01 (ftl/stl/jud) CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Harris County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD.
S-105 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMEBR, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------ ------------- ---------- ----------- ----- ------------ ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Travis County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 11-30-01 THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WA Secretary of SERVICES, INC. LIENS FOUND WITHIN THE UPDATE PERIOD. 10-24-01 State CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WA King County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 THE UPDATE PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to WI Central Index SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 10-31-01 PERIOD. CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-01 to WI Waukesha SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN THE 12-07-01 County UPDATE PERIOD.
S-106 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM ALTERNATE SITE NO RECORD OF UCC FILINGS FOUND 12-01-00 to WV Secretary of SERVICES, INC. WITHIN THE UPDATE PERIOD. SEE 12-07-01 State ATTACHED CERTIFICATE. (FILINGS HEREBY ATTACHED WERE RECORDED PRIOR TO UPDATE PERIOD) CORAM ALT ERNATE SITE Foothill Capital Blanket lien Prior to WV Secretary of 8/24/98 SERVICES, INC. Corporation, as search date. State 0501179 1125 17th Street, Agent Suite 2100 11111 Santa Denver, CO 80202 Monica Blvd., Suite 1500 Los Angeles, CA 90025 CORAM ALTERNATE SITE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WV Kanawha SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-11-01 County THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION LIENS FOUND WITHIN THE UPDATE 12-03-01 PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD.
S-107 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION LIENS FOUND WITHIN THE UPDATE 11-07-01 State PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to IL Secretary of CORPORATION LIENS FOUND WITHIN THE UPDATE 12-07-01 State PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IL Lake County CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 10-23-01 THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to AL Secretary of CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 State ALABAMA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to AL Shelby County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-12-01 ALABAMA THE UPDATE PERIOD.
S-108 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 ALABAMA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 ALABAMA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State ALABAMA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 FLORIDA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 FLORIDA THE UPDATE PERIOD.
S-109 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State FLORIDA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 State FLORIDA UPDATE PERIOD. (ucc/jud) 12-01-00 to 11-30-01 (jud) CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Hillsborough CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 County FLORIDA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 GREATER D.C. PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 GREATER D.C. THE UPDATE PERIOD.
S-110 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State GREATER D.C. PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MD Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 12-05-01 State GREATER D.C. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MD Howard CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 County GREATER D.C. PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to VA Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-26-01 State GREATER D.C. PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to VA Fairfax County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-27-01 GREATER D.C. THE UPDATE PERIOD.
S-111 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 GREATER NEW YORK PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 GREATER NEW YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-07-01 State GREATER NEW YORK PERIOD. SEE ATTACHED CERTIFICATE. (FILINGS HEREBY PROVIDED WERE FILED PRIOR TO UPDATE) CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 7/20/98 CORPORATION OF Corporation, as search date State 154672 GREATER NEW YORK Agent, 1125 17th Street, Suite 11111 Santa 2100 Monica Blvd., Denver, CO 80202 Suite 1500 Los Angeles, CA 90025 CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98 CORPORATION OF Corporation, as search date State 179889 GREATER NEW YORK Agent, 1125 17th Street, Suite 11111 Santa 2100 Monica Blvd., Denver, CO 80202 Suite 1500 Los Angeles, CA 90025
S-112 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Nassau County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 GREATER NEW YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY New York CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-28-01 County GREATER NEW YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Onondaga CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County GREATER NEW YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index CORPORATION OF IDAHO LIENS FOUND. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County CORPORATION OF IDAHO TAX LIENS & JUDGMENTS FOUND.
S-113 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of CORPORATION OF IDAHO LIENS FOUND. SEE ATTACHED State CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 INDIANA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 INDIANA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State INDIANA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to IN Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. SEE 12-06-01 State INDIANA ATTACHED CERTIFICATE.
S-114 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to IN Lake County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 INDIANA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 KENTUCKY PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 KENTUCKY THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to KY Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 12-06-01 State KENTUCKY CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to OH Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 11-30-01 State KENTUCKY
S-115 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to OH Hamilton CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County KENTUCKY THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 MASSACHUSETTS PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 MASSACHUSETTS THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State MASSACHUSETTS PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State MASSACHUSETTS
S-116 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF STATE TAX LIENS FOUND 12-01-00 to MA Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State MASSACHUSETTS CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to MA Hopkinton CORPORATION OF WITHIN THE UPDATE PERIOD. 12-10-01 Town MASSACHUSETTS CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to MA Middlesex CORPORATION OF THE UPDATE PERIOD. 12-07-01 County MASSACHUSETTS (Registry and Superior Court) CORAM HEALTHCARE NO RECORD OF FEDERAL TAX LIENS 12-01-00 to MA USDC-Boston CORPORATION OF FOUND WITHIN THE UPDATE PERIOD. 12-07-01 MASSACHUSETTS CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of CORPORATION OF WITHIN THE UPDATE PERIOD. 12-07-01 State MASSACHUSETTS
S-117 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County CORPORATION OF THE UPDATE PERIOD. 12-10-01 MASSACHUSETTS CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 MASSACHUSETTS THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 MICHIGAN PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 MICHIGAN THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State MICHIGAN PERIOD. SEE ATTACHED CERTIFICATE.
S-118 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Secretary of CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 11-30-01 State MICHIGAN PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MI Ingham County CORPORATION OF TAX LIENS FOUND WITHIN THE UPDATE 12-06-01 MICHIGAN PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 MISSISSIPPI PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 MISSISSIPPI THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State MISSISSIPPI PERIOD. SEE ATTACHED CERTIFICATE.
S-119 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to MS Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-10-01 State MISSISSIPPI PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (1st District) MISSISSIPPI THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to MS Hinds County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 (2nd District) MISSISSIPPI THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 NEVADA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 NEVADA THE UPDATE PERIOD.
S-120 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-07-01 State NEVA DA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NV Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-06-01 State NEVADA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Clark County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 07-10-01 NEVADA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NV Washoe CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-10-01 County NEVADA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-03-01 YORK PERIOD.
S-121 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to NY Secretary of CORPORATION OF NEW LIENS FOUND WITHIN THE UPDATE 12-07-01 State YORK PERIOD. SEE ATTACHED CERTIFICATE. (FILINGS HEREBY PROVIDED WERE FILED PRIOR TO UPDATE) CORAM HEALTHCARE Foothill Capital Blanket lien Prior to NY Secretary of 8/20/98 CORPORATION OF NEW Corporation, search date State 179890 YORK as Agent, 1125 17th Street, Suite 11111 Santa 2100 Monica Blvd., Denver, CO 80202 Suite 1500 Los Angeles, CA 90025 CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Albany County CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 YORK THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to NY Erie County CORPORATION OF NEW TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 YORK THE UPDATE PERIOD.
S-122 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 12-03-01 TEXAS PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 TEXAS THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 11-12-01 State TEXAS PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to TX Secretary of CORPORATION OF NORTH LIENS FOUND WITHIN THE UPDATE 09-30-01 State TEXAS PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to TX Dallas County CORPORATION OF NORTH TAX LIENS & JUDGMENTS FOUND WITHIN 12-03-01 TEXAS THE UPDATE PERIOD.
S-123 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State NORTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Alameda CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County NORTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Sacramento CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County NORTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 NORTHERN CALIFORNIA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 NORTHERN CALIFORNIA THE UPDATE PERIOD.
S-124 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State NORTHERN CALIFORNIA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 12-03-01 ISLAND PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF RHODE TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 ISLAND THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF RHODE LIENS FOUND WITHIN THE UPDATE 11-12-01 State ISLAND PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to RI Secretary of CORPORATION OF RHODE WITHIN THE UPDATE PERIOD. 12-07-01 State ISLAND
S-125 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF JUDGMENTS FOUND WITHIN 12-01-00 to RI Kent County CORPORATION OF THE UPDATE PERIOD 12-10-01 RHODE ISLAND CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to RI Warwick Town CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-07-01 RHODE ISLAND THE UPDATE PERIOD. CORAM HEALTHCARE ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index CORPORATION OF OF FEDERAL TAX LIENS FOUND. SOUTH CAROLINA CORAM HEALTHCARE Foothill Capital Blanket lien 12/03/2001 CO Central Index 08/21/1998 CORPORATION OF Corporation, #19982053943 SOUTH CAROLNA as Agent 1125 17TH Street, 11111 Santa Suite 2100 Monica Blvd., Denver, CO 80202 Suite 1500 Los Angeles, CA 90025 CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND. SOUTH CAROLINA
S-126 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of CORPORATION OF LIENS FOUND. SEE ATTACHED State SOUTH CAROLINA CERTIFICATE. CORAM HEALTHCARE THREE (3) UCC FILINGS FOUND. 11/21/2001 SC Secretary of CORPORATION OF State SOUTH CAROLINA CORAM HEALTHCARE Foothill Capital Blanket lien 11/21/2001 SC Secretary of 08/21/1998 CORPORATION OF Corporation, State #980829- SOUTH CAROLINA, INC. as Agent 140321A 1125 17TH Street, 11111 Santa Suite 2100 Monica Blvd., Denver, CO 80202 Suite 1500 Los Angeles, CA 90025 CORAM HEALTHCARE Foothill Capital Blanket lien with 11/21/2001 SC Secretary of 08/21/1998 Partial Rel CORPORATION OF Corporation, a partial release State #980821- 12-10-98 SOUTH CAROLINA as Agent of all inventory 140348A 1125 17TH Street, 11111 Santa of medical, office Suite 2100 Monica Blvd., and other supplies, Denver, CO 80202 Suite 1500 equipment, tools, Los Angeles, CA contracts, licenses, 90025 files, documents, computer programs, personnel records, patient charts and records. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Charleston CORPORATION OF TAX LIENS & JUDGMENTS FOUND. County SOUTH CAROLINA
S-127 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Secretary of CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State SOUTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Los Angeles CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-27-01 County SOUTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Orange County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-20-01 SOUTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA San Bernardino CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 11-20-01 County SOUTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CA Santa Barbara CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County SOUTHERN CALIFORNIA THE UPDATE PERIOD.
S-128 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE UPDATE 12-03-01 SOUTHERN CALIFORNIA PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 SOUTHERN CALIFORNIA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State SOUTHERN CALIFORNIA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF LIENS FOUND WITHIN THE 12-03-01 SOUTHERN FLORIDA UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 SOUTHERN FLORIDA THE UPDATE PERIOD.
S-129 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF LIENS FOUND WITHIN THE UPDATE 11-12-01 State SOUTHERN FLORIDA PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to FL Secretary of CORPORATION OF LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 State SOUTHERN FLORIDA UPDATE PERIOD. (ucc/jud) 12-01-00 to 11-30-01 (jud) CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to FL Broward CORPORATION OF TAX LIENS & JUDGMENTS FOUND WITHIN 10-30-01 County SOUTHERN FLORIDA THE UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION OF UTAH LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD.
S-130 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION OF UTAH LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE NO RECORD OF UCC FILINGS FOUND 12-01-00 to UT Secretary of CORPORATION OF UTAH WITHIN THE UPDATE PERIOD. 12-03-01 State CORAM HEALTHCARE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to UT Salt lake CORPORATION OF UTAH TAX LIENS & JUDGMENTS FOUND WITHIN 12-06-01 County THE UPDATE PERIOD. CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index WYOMING, LL.C. LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD.
S-131 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of WYOMING, LL.C. LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CORAM HEALTHCARE OF NO RECORD OF UCC FILINGS FOUND 12-01-00 to WY Secretary of WYOMING, LL.C. WITHIN THE UPDATE PERIOD. 12-10-01 State CORAM HEALTHCARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to WY Natrona WYOMING, LL.C. TAX LIENS & JUDGMENTS FOUND WITHIN 12-07-01 County THE UPDATE PERIOD. CORAM HEALTHCARE/ NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index CAROLINA HOME LIENS FOUND. THERAPEUTICS CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. THERAPEUTICS
S-132 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HEALTHCARE/ NO RECORD OF UCC FILINGS FOUND. 11/21/2001 SC Secretary of CAROLINA HOME State THERAPEUTICS CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/29/2001 SC Greenville CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County THERAPEUTICS CORAM HEALTHCARE/ NO RECORD OF UCC'S, FEDERAL/STATE 11/30/2001 SC Richland CAROLINA HOME TAX LIENS & JUDGMENTS FOUND. County THERAPEUTICS CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-11-01 MN Secretary of ILLINOIS, INC. LIENS FOUND. State CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL TAX 12-01-00 to CO Central Index MINNESOTA, INC. LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD.
S-133 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County MINNESOTA, INC. TAX LIENS & JUDGMENTS FOUND. 12-04-01 CORAM HOMECARE OF NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of MINNESOTA, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CORAM HOMECARE OF NO RECORD OF UCC'S, FEDERAL & STATE 12-01-00 to MN Central Index MINNESOTA, INC. TAX LIENS FOUND WITHIN THE UPDATE 12-03-01 PERIOD. CORAM HOMECARE OF NO RECORD OF FEDERAL/STATE TAX 12-01-00 to MN Dakota County MINNESOTA, INC. LIENS & JUDGMENTS FOUND WITHIN THE 12-05-01 UPDATE PERIOD. CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index LIENS FOUND WITHIN THE UPDATE 12-03-01 PERIOD.
S-134 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. CORAM, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CORAM INDEPENDENT NO RECORD OF UCC'S & FEDERAL TAX 12-13-01 NY Secretary of PRACTICE ASSOCIATION, LIENS FOUND. State INC. CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 12-03-2001 CO Central Index SERVICES, INC. LIENS FOUND. CORAM PHYSICIAN NO RECORD OF UCC'S, FEDERAL/STATE 11-23-2001 CO Denver County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND.
S-135 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM PHYSICIAN NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of SERVICES, INC. LIENS FOUND. SEE ATTACHED State CERTIFICATE. CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index SERVICES, INC. LIENS FOUND. CORAM PRESCRIPTION NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND. CORAM RESOURCE NO RECORD OF UCC'S & FEDERAL TAX 11-12-01 DE Secretary of NETWORK, INC. LIENS FOUND. State CORAM PRESCRIPTION NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of SERVICES, INC. LIENS FOUND. SEE ATTACHED State CERTIFICATE.
S-136 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index CORPORATION LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. CORAM SERVICE NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County CORPORATION TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. CORAM SERVICE NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of CORPORATION LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. CTI NETWORK, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD.
S-137 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- CTI NETWORK, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index SERVICES, INC. LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. CURAFLEX HEALTH NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County SERVICES, INC. TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. CURAFLEX HEALTH NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of SERVICES, INC. LIENS FOUND WITHIN THE UPDATE 11-12-01 State PERIOD. SEE ATTACHED CERTIFICATE. FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index ONCOLOGY ASSOCIATES, LIENS FOUND. INC.
S-138 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- FAIRAX HEMATOLOGY- NO RECORD OF UCC'S, FEDERAL/STATE 11/23/2001 CO Denver County ONCOLOGY ASSOCIATES, TAX LIENS & JUDGMENTS FOUND. INC. FAIRAX HEMATOLOGY- NO RECORD OF UCC'S & FEDERAL TAX 11/26/2001 VA Secretary of ONCOLOGY ASSOCIATES, LIENS FOUND. State INC. HEALTHINFUSION, INC. ONE (1) UCC FILING FOUND; NO RECORD 12/03/2001 CO Central Index OF FEDERAL TAX LIENS FOUND. HEALTHINFUSION, INC Foothill Capital Blanket lien 12/03/01 CO Central Index 08/21/1998 1125 17TH Street, Corporation, #19982053960 Suite 2100 as Agent Denver, CO 80202 11111 Santa Monica Blvd., Suite 1500 Los Angeles, CA 90025 HEALTHINFUSION, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County TAX LIENS & JUDGMENTS FOUND.
S-139 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS -------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- HEALTHINFUSION, INC. THREE (3) UCC FILINGS FOUND UNDER A 12-05-01 FL Secretary of SIMILAR NAME; NO RECORD OF FEDERAL (ucc/jud) State TAX LIENS & JUDGMENTS FOUND. 11-30-01 (jud) HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997 1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073233 Miami, FL 33126 4780 NOBT 11-30-01 Orlando, FL 32810 (jud) HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997 1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073235 Miami, FL 33126 4780 NOBT 11-30-01 Orlando, FL 32810 (jud) HEALTH INFUSION Ikon Office Specific equipment 12-05-01 FL Secretary of 04/08/1997 1905 NW 82nd Avenue Solutions (ucc/jud) State #970000073237 Miami, FL 33126 4780 NOBT 11-30-01 Orlando, FL 32810 (jud) H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 12/03/2001 CO Central Index LIENS FOUND.
S-140 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS --------------------- ----------------------------------- ----------- ------- -------------- ------------- ----------- H.M.S.S., INC. NO RECORD OF UCC'S, FEDERAL/STATE 12/04/01 CO Denver County TAX LIENS & JUDGMENTS FOUND. H.M.S.S., INC. NO RECORD OF UCC'S & FEDERAL TAX 11/12/01 DE Secretary of LIENS FOUND. SEE ATTACHED State CERTIFICATE. HOME CARE HAWAII, LLP NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. HOME CARE HAWAII, LLP NO RECORD OF UCC'S, FEDERAL/STATE 12/01/00 to HI Secretary of TAX LIENS & JUDGMENTS FOUND WITHIN 12-05-01 State THE UPDATE PERIOD.
S-141 SEARCH RESULTS RE: CORAM ALTERNATE SITE SERVICES, INC., et al. CLIENT REF NO: 014951.0238 SEARCH OF DECEMBER, 2001
SEARCH ORIGINAL FILE THROUGH DATE AND RELATED DEBTOR SECURED PARTY COLLATERAL DATE STATE JURISDICTION NUMBER FILINGS ------------------ ----------------------------------- ----------- ------- -------------- ------------- ----------- T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to CO Central Index LIENS FOUND WITHIN THE 12-03-01 UPDATE PERIOD. T2 MEDICAL, INC. NO RECORD OF UCC'S, FEDERAL/STATE 12-01-00 to CO Denver County TAX LIENS & JUDGMENTS FOUND WITHIN 12-04-01 THE UPDATE PERIOD. T2 MEDICAL, INC. NO RECORD OF UCC'S & FEDERAL TAX 12-01-00 to DE Secretary of LIENS FOUND. SEE ATTACHED 11-12-01 State CERTIFICATE.
S-142 Exchange Agreement SCHEDULE 5.2(f) PERMITTED INDEBTEDNESS Notes Payable: Accreditation Commission for Health Care, Inc. $ 185,534 Cognitive Design Associates 130,000 Coram International Holdings, Ltd. ($833,000 Principal Note) 1,092,022 D Health Home Care Ministry, Inc. 50,000 A, B --------------- $ 1,482,556 =============== Earnouts Payable (Curaflex Health Services, Inc. Guarantee): TBOB Enterprises, Inc. $ 1,453,093 C =============== Capital Lease Obligations: NTFC - Phone Equipment - Lansing, MI $ 12,936 A NTFC - Phone Equipment - Plainview, NY 11,578 A --------------- $ 24,514 ===============
A. Payments during December 2001 may reduce this balance. B. Promissory note reflects 100% of Wisconsin I.V. Affiliates Partnership's liability. C. Base earnout of $1,268,000 plus interest for period March 15, 2001 to December 21, 2001 of $185,093. D. The note payable is an intercompany obligation between Coram, Inc. and Coram International Holdings, Ltd. S-143 Exhibit A Amended and Restated Bylaws CORAM, INC. BYLAWS (AMENDED AND RESTATED ON DECEMBER 31, 2001) ARTICLE 1 OFFICES Section 1.1 Registered Office. The Corporation shall maintain in the State of Delaware a registered office that may, but need not be, the same as its place of business, and a registered agent whose business office is identical with such registered office. Section 1.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the business of the Corporation may require. ARTICLE 2 STOCK Section 2.1 Form of Stock Certificates. Stock shall be represented by certificates. Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the rights, powers, designations, preferences and other relative rights of each class of stock or each series of each class of stock shall be set forth in full or summarized on the face or back of the certificates; provided, that except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirement, there may be set forth on the face or back of the certificates a statement that the Corporation will furnish without charge to each stockholder who so requests the rights, powers, designations, preferences and other relative rights of each class of stock or each series of each class of stock. Section 2.1.1 Signing of Certificates. Certificates representing stock of the Corporation shall be signed by the appropriate officers and may be sealed with the seal or a facsimile of the seal of the Corporation. Section 2.1.2 Identification of Stockholders. The name and address of each stockholder, the number and class of stock held and the date on which the stock was issued shall be entered on the books of the Corporation. The person in whose name stock stands on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 2.2 Lost, Stolen or Destroyed Certificates. If a certificate representing stock has been lost, stolen or destroyed, the Board of Directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon satisfaction of any conditions or requirements it may impose. Section 2.3 Transfers of Stock. Transfers of stock of the Corporation shall be recorded on the books of the Corporation. A-1 ARTICLE 3 STOCKHOLDERS Section 3.1 Annual Meeting. Subject to Section 3.11, the annual meeting of the stockholders for the election of directors and the transaction of any other proper business shall be held at such date and time as the Board of Directors shall determine. Section 3.2 Special Meetings. Subject to Section 3.11, a special meeting of the stockholders may be called by the Chairman of the Board or the President, or by the Board of Directors or by the stockholders of the Corporation holding at least fifty percent (50%) of the combined voting power of the then outstanding shares of the Corporation's stock entitled to vote at such meeting (voting as a single class). Section 3.3 Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual or special meeting of the stockholders. In the absence of such designation, the place of meeting shall be the principal place of business of the Corporation. Section 3.4 Notice of Meetings. For all meetings of stockholders, a written notice of the meeting shall be delivered to each stockholder of record entitled to vote at such meeting, which notice shall state the place, date and hour of meeting. For all special meetings and when and as otherwise required by law, the notice shall state the purpose or purposes of the meeting. The notice of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall be deemed to have been delivered when sent by registered mail or by confirmed telex or telecopy, directed to the stockholder at his or her address as it appears in the records of the Corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken and the adjournment is for not more than thirty (30) days, unless otherwise required by law. Section 3.5 Quorum. The holders of a majority of the outstanding stock of the Corporation entitled to vote on a matter, present in person or represented by proxy, shall be necessary to constitute a quorum for consideration of such matter at any meeting of the stockholders unless a greater or lesser number is required by the Certificate of Incorporation. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting, unless otherwise required by law. Withdrawal of stockholders from any meeting shall not cause failure of a duly constituted quorum at a meeting, unless otherwise required by law. If a quorum shall fail to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place and time. Section 3.6 Manner of Acting. The affirmative vote of a majority of the stock represented at a meeting and entitled to vote on a matter at which a quorum is present shall be the act of the stockholders, unless the vote of a greater number or voting by class is required by law or the Certificate of Incorporation. Each stockholder shall have the number of votes for every share of stock entitled to vote which is registered in his name on the record date for the A-2 meeting as provided by the rights of such shares, except as otherwise provided herein or required by law. Section 3.7 Fixing of Record Date. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the close of business on the day before the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. If a record date is specifically set for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and not less than ten (10) days immediately preceding such meeting or such action. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Section 3.8 Proxies. A stockholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. An appointment of a proxy is revocable by the stockholder unless the appointment form states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Section 3.9 Consent of Stockholders in Lieu of Meeting. Subject to Section 3.11, any action required to be taken, or which may be taken, at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of shares of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Section 3.10 Notice to Stockholders Not Consenting. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent shall be given in writing to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any Section of the General Corporation Law of the State of Delaware if such action had been voted on by the stockholders at a meeting thereof, the certificate filed under such other Section shall state, in lieu of any statement required by such Section concerning any vote of stockholders, that written consent has been given in accordance with the provisions of said Section and that written notice to non-consenting stockholders has been given as provided in this Bylaw. Section 3.11 Special CHC Board Approval. Prior to the giving of a notice for a stockholders meeting, or the distribution of a stockholders written consent, of the Corporation, in which it would be proposed to approve or be approved (a) any change in the identity of the members of the Board of Directors of the Corporation or the rights of any stockholder, director A-3 or other person to appoint or remove any of the members of the Board of Directors of the Corporation, (b) the appointment, removal or termination of office of any of the members of the Board of Directors of the Corporation, or (c) any change, which relates to the subject matter of the preceding clauses (a) and (b), in the certificate of incorporation and bylaws of the Corporation or the Amended and Restated Certificate of Designation, such stockholders meeting or stockholders written consent, must be approved in writing by a majority of the independent members of the board of directors of Coram Healthcare Corporation ("CHC") prior to the giving of a notice for such stockholders meeting or the distribution of such stockholders written consent. ARTICLE 4 DIRECTORS Section 4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. Section 4.2 Number, Tenure and Resignation. The authorized number of directors of the Corporation shall be not less than two (2) nor more than seven (7) (of which the holders of the Preferred Stock of the Corporation shall be entitled to elect (a) two (2) during such time that any shares of the Preferred Stock are outstanding prior to a Triggering Event or (b) four (4) during such time that any shares of the Preferred Stock of the Corporation are outstanding from and after a Triggering Event), and such number may be changed from time to time within such specified limit by a duly adopted resolution of the Board of Directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The directors of the Corporation shall be elected by a plurality vote of the shares of the Corporation's stock represented in person or by proxy at the annual meeting of the stockholders and entitled to vote on the election of directors of the Corporation. Each director shall hold office until the last to occur of the next annual meeting of stockholders or until his successor shall have been elected and qualified, or until his earlier written resignation or removal in the manner hereinafter provided. A director may resign at any time by written notice to the Board, its Chairman, the President or the Secretary. The resignation is effective on the date it bears, or its designated effective date. For purposes of these Bylaws, "Triggering Event" means, at any time (from and after January 1, 2002), the earliest to occur of the following: (i) a plan of reorganization for the Corporation and/or CHC is substantially consummated (as defined in 11 U.S.C. Section 1101(2)); (ii) the giving of a notice for a stockholders meeting (other than a stockholders meeting of CHC called by Daniel Crowley, in his capacity as the Chairman of the Board and/or as the Chief Executive Officer of CHC), or the distribution of a stockholders written consent, of either the Corporation or CHC (provided that, with respect to a stockholders meeting or a stockholders written consent of the Corporation, such stockholders meeting or stockholders written consent has been approved in writing by a majority of the independent members of the board of directors of CHC prior to the giving of a notice for such stockholders meeting or the distribution of such stockholders written consent), in which it would be proposed to approve or be approved (a) any change in the identity of the A-4 members of the board of directors of either the Corporation or CHC or the rights of any stockholder, director or other person to appoint or remove any of the directors of either the Corporation or CHC, (b) the appointment, removal or termination of office of any of the directors of either the Corporation or CHC, or (c) any change, which relates to the subject matter of the preceding clauses (a) and (b), in the certificate of incorporation or bylaws of the Corporation or CHC or the Amended and Restated Certificate of Designation; (iii) the giving of a notice for a meeting of the board of directors (other than a board of directors meeting of CHC called by Daniel Crowley, in his capacity as the Chairman of the Board and/or as the Chief Executive Officer of CHC), or the distribution of a written consent of the board of directors, of either the Corporation or CHC (provided, that, with respect to a board of directors meeting or a board of directors written consent of the Corporation, such board of directors meeting or board of directors written consent has been approved in writing by a majority of the independent members of the board of directors of CHC prior to the giving of a notice for such board of directors meeting or the distribution of such board of directors written consent), in which it would be proposed to approve or be approved (a) any change in the identity of the members of the board of directors of either the Corporation or CHC or the rights of any stockholder, director or other person to appoint or remove any of the directors of either the Corporation or CHC, (b) the appointment, removal or termination of office of any of the directors of either the Corporation or CHC or (c) any change, which relates to the subject matter of the preceding clauses (a) and (b), in the certificate of incorporation or bylaws of the Corporation or CHC or the Amended and Restated Certificate of Designation; and (iv) entry of an order of a court of competent jurisdiction (other than an order resulting from a motion of Cerberus, Foothill, Goldman or any of their Affiliates) compelling a stockholders meeting or a board of directors meeting of the Corporation or CHC, in which it would be proposed to approve or be approved (a) any change in the identity of the members of the board of directors of either the Corporation or CHC or the rights of any stockholder, director or other person to appoint or remove any of the directors of either the Corporation or CHC, (b) the appointment, removal or termination of office of any of the directors of either the Corporation or CHC or (c) any change, which relates to the subject matter of the preceding clauses (a) and (b), in the certificate of incorporation or the bylaws of the Corporation or CHC or the Amended and Restated Certificate of Designation. Section 4.3 Quorum and Manner of Acting. A majority of the Board of Directors (so long as such majority includes two (2) or more of the directors elected by the holders of the shares of Preferred Stock of the Corporation during such time that any shares of the Preferred Stock are outstanding from and after a Triggering Event) shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall fail to attend any meeting, the Chairman of the meeting or a majority of the directors who are present at the meeting may adjourn the meeting to another place and time. A-5 Section 4.4 Manner of Acting. The act of a majority of the directors shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws. Section 4.5 Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of stockholders called for that purpose. The Board of Directors may appoint a director to fill a vacancy at any regular or special meeting of the Board of Directors to hold office until a meeting of stockholders is held. A director elected by the stockholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected. Section 4.6 Removal of Directors. One or more of the directors may be removed, with or without cause, at a meeting of stockholders, by the affirmative vote of the holders of a majority of the outstanding stock then entitled to vote at an election of directors. No director shall be removed at a meeting of stockholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting. Section 4.7 Regular Meetings. Subject to Section 4.14, a regular meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and, at the same place as, the annual meeting of stockholders. The Board of Directors may provide, by resolution, the place, date and hour for the holding of additional regular meetings of the Board of Directors, without other notice than such resolution. Section 4.8 Special Meetings. Subject to Section 4.14, special meetings of the Board of Directors may be called by or at the request of the President or a majority of the directors. Section 4.9 Notice. Notice of any special meeting shall be given to each director at least ten (10) days prior to the meeting by written notice directed to each director at his or her place of business. Such notice shall be deemed to have been delivered when sent by registered mail, or by confirmed telex or telecopy, to each director at his or her business address. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 4.10 Committees. A majority of the directors by resolution may designate one or more committees, with any lawfully delegable power and authority, and appoint members of the Board to serve on the committee or committees. Each committee shall have one or more members, who serve at the pleasure of the Board. Each Committee may determine the procedural rules for meeting and conducting business and shall act in accord therewith, except as otherwise provided herein or by law. A-6 Section 4.11 Consent in Lieu of Meeting. Subject to Section 4.14, any action required by the General Corporation law of the State of Delaware to be taken at a meeting of the Board of Directors or any other action which may be taken at a meeting of the Board or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all members of such committee, as the case may be, entitled to vote with respect thereto. Section 4.12 Meeting by Conference Telephone. Members of the Board of Directors or any committee designated by such Board may participate in and act at any meeting of the Board or committee by means of conference telephone or other similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant hereto shall constitute presence in person at such meeting. Section 4.13 Compensation. The Board of Directors, by the affirmative vote of a majority of the directors then in office shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise. Section 4.14. Special CHC Board Approval. Prior to the giving of a notice for a Board of Directors meeting, or the distribution of a Board of Directors written consent, of the Corporation, in which it would be proposed to approve or be approved (a) any change in the identity of the members of the Board of Directors of the Corporation or the rights of any stockholder, director or other person to appoint or remove any of the members of the Board of Directors of the Corporation, (b) the appointment, removal or termination of office of any of the members of the Board of Directors of the Corporation, or (c) any change, which relates to the subject matter of the preceding clauses (a) and (b), in the certificate of incorporation or the bylaws of the Corporation or the Amended and Restated Certificate of Designation, such Board of Directors meeting or Board of Directors written consent, must be approved in writing by a majority of the independent members of the board of directors of CHC prior to the giving of a notice for such Board of Directors meeting or the distribution of such Board of Directors written consent. Section 4.15. Amended and Restated Certificate of Designation. The Corporation filed a Certificate of Designation for Series A Preferred Stock with the Delaware Secretary of State on December 29, 2000, which has been amended by the Certificate of Amendment of Certificate of Designation filed with the Delaware Secretary of State on December 31, 2001 (the "Amended and Restated Certificate of Designation"). To the extent that these Bylaws conflict in any manner with Section 5 of the Amended and Restated Certificate of Designation, Section 5 of the Amended and Restated Certificate of Designation shall govern and prevail. ARTICLE 5 OFFICERS Section 5.1 Number. The officers of the Corporation may be a Chairman of the Board, President, one or more Vice Presidents, which may be Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a Secretary, a Chief Financial Officer, a Treasurer, one or A-7 more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected in accordance with the provisions of this Article 5. Section 5.2 Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders, unless the authority to elect any officers is delegated herein. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as reasonably practicable. Subject to the provisions set forth in this Article 5, each officer shall hold office until the last to occur of the next annual meeting of the Board of Directors or until his successor is duly elected and has qualified. Election of an officer shall not, of itself, create contract rights. Section 5.3 Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 5.4 Vacancies; New Offices. A vacancy occurring in any office may be filled and new offices may be created and filled, at any time, by the Board of Directors. Section 5.5 Chairman of the Board. The Board of Directors may, from time to time, appoint a Chairman, who shall preside at all meetings of the stockholders and of the Board of Directors. Section 5.6 President. The President shall be the chief executive officer of the Corporation. He or she shall be in charge of the day to day business and affairs of the Corporation, subject to the direction and control of the Board of Directors. In the absence of the Chairman of the Board, he or she shall preside at all meetings of the Board of Directors. He or she shall have the power to appoint such agents and employees as in his or her judgment may be necessary or proper for the transaction of the business of the Corporation. He or she may sign, on behalf of the Corporation, stock certificates, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed. He or she may vote on behalf of the Corporation, by proxy or otherwise, all securities which the Corporation is entitled to vote, and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board of Directors. The President shall exercise the authority of the Board of Directors to elect a Treasurer and one or more Vice Presidents, except that the President shall not exercise the authority of the Board of Directors to elect any Executive Vice President or Senior Vice President. Section 5.7 Vice President(s). The Vice President, or in the event more than one Vice President is elected, each of the Vice Presidents (whether an Executive Vice President, Senior Vice President or Vice President), shall assist the President in the discharge of his or her duties as the President may direct, and shall perform such other duties as from time to time may be assigned to him or her (or them) by the President or the Board of Directors. In the absence of the President or in the event of his inability or refusal to act, the President's duties shall be performed, and the President's authority shall be exercised, by the following officers in the A-8 following order: Executive Vice President, if elected; Senior Vice President, if elected; Vice President, if elected(or if more than one is elected, in the order of their election). Section 5.8 Chief Financial Officer. The Chief Financial Officer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors; have charge of and be responsible for the maintenance of adequate books of account for the Corporation; and, in general perform all duties incident to the office of Chief Financial Officer and such other duties not inconsistent with these Bylaws as from time to time may be assigned to him by the President, or the Board of Directors. The Chief Financial Officer shall exercise the authority of the Board of Directors to elect a Treasurer. Section 5.9 Treasurer. The Treasurer shall assist the Chief Financial Officer in the discharge of his or her duties as the Chief Financial Officer may direct, and shall perform such other duties as from time to time may be assigned to him or her by the Chief Financial Officer, President or the Board of Directors. In the absence of the Chief Financial Officer, or in the event of his inability or refusal to act, the Treasurer shall perform the duties and exercise the authority of the Chief Financial Officer. Section 5.10 Secretary. The Secretary shall keep the minutes of the stockholders' and the Board of Directors' meetings; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and for the seal of the Corporation; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the President, or other authorized officer, stock certificates of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors, and any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument; have general charge of the stock transfer books of the Corporation; and, in general perform all duties incident to the office of Secretary and such other duties not inconsistent with these Bylaws as from time to time may be assigned to him or her by the President or the Board of Directors. Section 5.11 Assistant Treasurers and Assistant Secretaries. The Board of Directors may elect one or more Assistant Treasurers and Assistant Secretaries. In the absence of the Treasurer or Chief Financial Officer, or in the event of his inability or refusal to act, the Assistant Treasurer(s), in the order of their election, shall perform the duties and exercise the authority of the Treasurer or Chief Financial Officer. In the absence of the Secretary, or in the event of his inability or refusal to act, the Assistant Secretary(ies), in the order of their election, shall perform the duties and exercise the authority of the Secretary. The Assistant Treasurer(s) shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurer(s) and Assistant Secretary(ies), in general, shall perform such other duties not inconsistent with these Bylaws as shall be assigned to them by the Treasurer (or Chief Financial Officer) or the Secretary, respectively, or by the President or the Board of Directors. A-9 Section 5.12 Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors. No officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. All compensation shall be reasonable and solely for services rendered to the Corporation. ARTICLE 6 FISCAL MATTERS Section 6.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31st or on such other date as may be fixed by resolution of the Board of Directors. Section 6.2 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 6.3 Loans and Indebtedness. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 6.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation as the Board of Directors shall from time to time designate. Section 6.5 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other deposits as the Board of Directors may select. ARTICLE 7 GENERAL Section 7.1 Dividends and Distributions. The Board of Directors, may from time to time declare or otherwise authorize and the Corporation may pay, dividends or other distributions on its outstanding stock in the manner and upon the terms, conditions and limitations provided by law or the Certificate of Incorporation. Section 7.2 Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Section 7.3 Headings. Article or section headings are inserted herein only for convenience of reference and shall not be considered in the construction of any provision hereof. A-10 Section 7.4 Amendment. These Bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire Board or at any stockholders meeting called and maintained in accordance herewith. Such amendment, suspension or repeal may evidence by resolution or otherwise as the Board may deem appropriate. Section 7.5 Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account, information, statements or other records of the corporation, including reports made to the corporation by any of its directors, officers, employees or counsel, by an independent certified public accountant, or by an appraiser selected with reasonable care. An action shall not be considered taken in good faith if the director, committee member or officer has knowledge concerning the matter in question that would cause his reliance to be unwarranted. ARTICLE 8 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Section 8.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an "Agent"), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article 8) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses"); provided, however, that, except as provided in Section 8.3 of this Article 8, the Corporation shall indemnify any such Agent seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Corporation's Board of Directors. The right to indemnification conferred in this Article 8 shall be a contract right. A-11 Section 8.2 Authority to Advance Expenses. Expenses incurred by an officer or director in defending a Proceeding (whether the basis of the Proceeding is an alleged action in an official capacity or in any other capacity while serving as a director or officer, including, without limitation, service to an employee benefit plan) shall be paid by the Corporation `in advance of the final disposition of such Proceeding, provided, however, that such Expenses incurred by a director or officer in his capacity as a director or officer shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article 8 or otherwise. Expenses incurred by other Agents of the Corporation may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon. Section 8.3 Right of Claimant to Bring Suit. If a claim under Section 8.1 or 8.2 of this Article 8 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. The burden of proof of such proceeding shall be on the claimant to establish that such claimant is entitled to be indemnified under this Article 8. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption. that claimant has not met the applicable standard of conduct. Section 8.4 Provisions Nonexclusive. The rights conferred on any person by this Article 8 shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding, such office. To the extent that any provision of the Certificate of Incorporation, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence. Section 8.5 Authority to Insure. The Corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the Corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article 8. A-12 Section 8.6 Survival of Rights. The rights provided by this Article 8 shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 8.7 Settlement of Claims. The Corporation shall not be liable to indemnify any Agent under this Article 8 (a) for any amounts paid in settlement of any action or claim effected without the Corporation's written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action. Section 8.8 Effect of Amendment. Any amendment, repeal, or modification of this Article 8 shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification. This Section 8.8 shall not be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is made in accordance with Article 11 hereof. Section 8.9 Subrogation. In the event of payment under this Article 8, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights. Section 8.10 No Duplication of Payments. The Corporation shall not be liable under this Article 8 to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder. ARTICLE 9 NOTICES Section 9.1 Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice. Section 9.2 Waiver of Notice. Whenever any notice whatever is required to be given by law, the Certificate of Incorporation or under the provisions of these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting, whether of directors, stockholders or any other kind, by the person or persons entitled to A-13 such notice shall constitute waiver thereof, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business nor the purpose of any meeting need be specified in such a waiver. A-14 Exhibit B Amended and Restated Certificate of Designation CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF OF CORAM, INC. THIS AMENDED CERTIFICATE OF DESIGNATION (this "Certificate"), dated December 31, 2001, is being duly executed and filed to amend the Certificate of Designation of Coram, Inc., a Delaware corporation (the "Company"), for the Series A Preferred Stock under Section 242 of the General Corporation Law of the State of Delaware. THE UNDERSIGNED, being duly authorized to execute and file this Certificate does hereby certify as follows: 1. The original Certificate of Designation of the Company for the Series A Preferred Stock was filed on December 29, 2000. 2. This Certificate is being adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. 3. The original Certificate of Designation of the Company for the Series A Preferred Stock is hereby amended in its entirety to read as follows: Coram, Inc. (the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that pursuant to the provisions of Section 242 of the Delaware General Corporation Law (the "DGCL"), its Board of Directors, by unanimous written consent, dated December 31, 2001 adopted the following resolution, which resolution remains in full force and effect as of the date hereof: WHEREAS, pursuant to the authority vested in the Board by the DGCL and in accordance with the provisions of its amended and restated Certificate of Incorporation, as filed with the Delaware Secretary of State on December 29, 2000 (the "Certificate of Incorporation"), the Board created a series of preferred stock designated as "Series A Preferred Stock" and fixed the relative rights, preferences, powers, qualifications, limitations and restrictions of such series in a Certificate of Designation, as filed with the Delaware Secretary of State on December 29, 2000 (the "Certificate of Designation"); and B-1 WHEREAS, the Board designated 1125 shares of Series A Preferred Stock pursuant to the Certificate of Designation; and WHEREAS, in order to maintain compliance with Stark II in 2000, Coram entered into an Exchange Agreement, dated as of December 29, 2000, with Cerberus Partners. L.P., Foothill Capital Corporation, and Goldman Sachs Credit Partners L.P. (the "Noteholders"), pursuant to which the Noteholders exchanged certain indebtedness under the Series A Notes and the Series B Notes for their pro rata share of 905 shares of Series A Preferred Stock ("December 2000 Exchange Agreement"); and WHEREAS, the Board deems it to be in the best interests of the Company, its creditors, stockholders, employees and other interested parties, to enter into an additional Exchange Agreement, pursuant to which the Noteholders will exchange additional indebtedness under the Series A Notes and the Series B Notes for their pro rata share of up to an additional 1375 shares of Series A Preferred Stock (the "December 2001 Exchange Agreement"); and WHEREAS, in furtherance of the consummation of the December 2001 Exchange Agreement, the Board deems it to be in the best interests of the Company and its creditors, stockholders, employees and other interested parties, to amend the Certificate of Designation in the particulars as set forth in the Certificate of Amendment of the Certificate of Designation of the Company attached hereto as Exhibit A (the "Amended Certificate of Designation"); and WHEREAS, in accordance with Sections 242 of the DGCL, the Board of Directors, declaring such Amended Certificate of Designation advisable, directs that such Amended Certificate of Designation be submitted to the Company's sole voting stockholder for consideration. NOW, THEREFORE, BE IT RESOLVED, that by the authority vested in the Board pursuant to Section 242 of the DGCL and in accordance with the provisions of the Company's Certificate of Incorporation, the Board hereby authorizes and approves the Amended Certificate of Designation; and FURTHER RESOLVED, the Company's officers be, and they hereby are, authorized, empowered and directed to make, execute, deliver and file the Amended Certificate of Designation and any other necessary agreements, documents, instruments, certificates, authorizations and other papers in the name of, for and on behalf of the Company or otherwise, as they shall deem necessary, advisable, appropriate or expedient and to do all B-2 such acts and things and take such actions as shall be necessary or advisable to consummate the transactions authorized herein and otherwise to carry out the purpose and intent of the foregoing resolutions or actions contemplated thereby; and FURTHER RESOLVED, that any and all past actions heretofore taken by the Company's officers and directors in the name of and on behalf of the Company in furtherance of any or all of the foregoing resolutions or actions contemplated thereby be, and the same hereby are, ratified, confirmed and approved. 4. The Amended Certificate of Designation was duly adopted by the sole voting stockholder of the Company by unanimous written consent dated December 31, 2001 in accordance with Section 242 of the DGCL. B-3 IN WITNESS WHEREOF, Coram, Inc. has caused this Certificate to be signed by an appropriate officer on this 31st day of December, 2001. By: /s/ SCOTT DANITZ --------------------------------------- Name: Scott Danitz Title: Senior Vice President Chief Financial Officer B-4 EXHIBIT A TERMS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK OF CORAM, INC. The relative rights, preferences, powers, qualifications, limitations and restrictions granted to or imposed upon the Series A Preferred Stock or the holders thereof are as follows: 1. Definitions. For purposes of this Designation, the following definitions shall apply: "Appraised Value" shall mean, in respect of any share of Common Stock on any date herein specified, the fair market value of such share of Common Stock (determined without giving effect to the discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock or to the fact that Company may have no class of equity registered under the Exchange Act) as of the last day of the most recent fiscal month to end within 60 days prior to such date specified, based on the fair market value of the Company (the "Company Value"), as determined by a nationally reputable appraisal firm or investment banking firm selected by the Company and the holders of the Common Stock (the "Company's Investment Banking Firm"), divided by the number of Fully Diluted Outstanding shares of Common Stock. (i) The Required Holders shall have a period of 15 days after delivery of the Appraised Value to present in writing to the Company's Investment Bank (with a copy to the Company and the holders of the Common Stock) any objections the Required Holders may have to any of the matters set forth therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 15-day period, the Company Value shall be deemed accepted and approved by the Required Holders, on the one hand, and by the Company and the holders of the Common Stock, on the other hand. (ii) If the Required Holders shall raise any objections within such 15-day period, a nationally reputable appraisal firm or investment banking firm selected by the Required Holders (the "Required Holders' Investment Banking Firm") and the Company's Investment Banking Firm shall attempt to resolve the matter or matters in dispute and, if resolved, such firms shall send a joint notice to the Company, the holders of the Common Stock and the Required Holders, stating the manner in which the dispute was resolved, whereupon the confirmed or revised Company Value shall be final and binding on such parties. B-5 (iii) If such dispute cannot be resolved by the Company and the holders of the Common Stock, on the one hand, and the Required Holders, on the other hand, nor by such Investment Banking Firms within 30 days after the date of the delivery of the objection by Required Holders, then the specific matters in dispute shall be submitted to a nationally reputable appraisal firm or investment banking firm mutually selected by the Company's Investment Banking Firm and the Required Holders' Investment Banking Firm (the "Mutual Investment Banking Firm"), which Mutual Investment Banking Firm shall make a final and binding determination as to such matter or matters. The Mutual Investment Banking Firm shall send its written determination to the Company, the holders of the Common Stock, the Required Holders, the Company's Investment Banking Firm and the Required Holders' Investment Banking Firm. The Company's Investment Banking Firm shall then send to the Company, the holders of the Common Stock and the Required Holders a confirmation of the Company Value, as determined by the Mutual Investment Banking Firm, and the Required Holders' Investment Banking Firm shall send a letter to the Company, the holders of the Common Stock and the Required Holders confirming that such confirmed or revised Company Value is in accordance with such determination, whereupon the confirmed or revised Company Value shall be binding on such parties. (iv) The parties hereto shall cooperate with each other and each other's authorized representatives and with Mutual Investment Banking Firm in order that any and all matters in dispute shall be resolved as soon as practicable and that a final determination of the Company Value and the Appraised Value shall be made. "Board" shall mean the Board of Directors of the Company. "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions are authorized or obligated by law or executive order to close in the State of New York. "Common Stock" shall mean the Common Stock, $1.00 par value per share, of the Company. "Company" shall mean Coram, Inc., a Delaware corporation. "December 2000 Exchange Agreement" shall mean the Exchange Agreement, dated as of December 29, 2000, by and among the Company and the Persons named therein, as may be amended from time to time, a copy of which is on file at the principal office of the Company. "December 2001 Exchange Agreement" shall mean the Exchange Agreement, dated as of December 31, 2001, by and among the Company and the Persons named therein, as it may be amended from time to time, a copy of which is on file at the principal office of the Company. B-6 "Dividend Rate" shall mean a cumulative compound annual rate of 15%, calculated on a 360 day per year basis, based on the actual number of days elapsed. "Event of Default" shall have the meaning assigned to it in the Exchange Agreements. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include reference to the comparable section, if any, of any such similar Federal statute. "Exchange Agreements" shall mean the December 2000 Exchange Agreement and the December 2001 Exchange Agreement. "Fully Diluted Outstanding" shall mean, with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock outstanding at such date and all shares of Common Stock issuable upon the exercise or conversion of options or warrants to purchase, or securities convertible into, shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share (other than shares of Common Stock issuable by the Company as a dividend, prior to such issuance). "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect from time to time. "Liquidation Preference" shall mean $120,802 per share. "Noteholders" shall have the meaning assigned to it in the Exchange Agreements. "Organic Change" shall mean (A) any sale, lease, exchange or other transfer of more than 50% of the property and assets of the Company, (B) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, (C) any merger or consolidation to which the Company is a party and which the holders of the voting securities of the Company immediately prior thereto own less than a majority of the outstanding voting securities of the surviving entity immediately following such transaction, or (D) any Person or group of Persons (as such term is used in Section 13(d) of the Exchange Act), other than the Noteholders, shall beneficially own (as defined in Rule 13d-3 under the Exchange Act) securities of the Company representing 50% or more of the voting securities of the Company then outstanding. For purposes of the preceding sentence, "voting securities" shall mean securities, the holders B-7 of which are ordinarily, in the absence of contingencies, entitled to elect the corporate directors (or Persons performing similar functions). "Original Issue Date" shall mean the date of the original issuance of shares of Preferred Stock. "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. "Preferred Stock" shall refer to shares of Series A Preferred Stock, $0.001 par value per share, of the Company. "Redemption Date" shall mean the date on which any shares of Preferred Stock are redeemed by the Company. "Redemption Price" has the meaning set forth in Section 6(a)(i) of this Certificate of Designation. "Required Holders" shall mean the holders of all of the outstanding shares of Preferred Stock. Subsidiary" of any Person means any corporation or other entity of which a majority of the voting power or the voting equity securities or equity interest is owned, directly or indirectly, by such Person. "Trading Day" shall mean a Business Day or, if the Common Stock is listed or admitted to trading on any national securities exchange or Nasdaq market, a day on which such exchange or market is open for the transaction of business. "Vote Multiple" has the meaning set forth in Section 5(a) of this Certificate of Designation. 2. Designation; Number of Shares. The designation of the preferred stock authorized by this resolution shall be "Series A Preferred Stock" and the number of shares of Series A Preferred Stock designated hereby shall be 2500 shares. 3. Dividends. (a) So long as any shares of Preferred Stock shall be outstanding, the holders of such Preferred Stock shall be entitled to receive out of any funds legally available therefor, preferential dividends at the Dividend Rate on the Liquidation Preference hereunder, payable quarterly on the last Business Day of each calendar quarter. Such dividends shall be cumulative and begin to accrue from the Original Issue Date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. (b) The dividend will be payable (i) prior to the effective date of a Chapter 11 plan of reorganization with respect to the Company, in the form of additional shares of Preferred Stock having a Liquidation Preference equal to such dividend amount, or (ii) B-8 following the effective date of a Chapter 11 plan of reorganization with respect to the Company and at the Company's election, in cash or in shares of Common Stock having an Appraised Value equal to such cash dividend payment. (c) So long as any shares of Preferred Stock shall be outstanding, (i) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on account of any Common Stock until all dividends in respect of the Preferred Stock for all past and current dividend periods have been paid and all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid, and (ii) no shares of Common Stock shall be purchased, redeemed or acquired by the Company and no funds shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof until all dividends in respect of the Preferred Stock for all past and current dividend periods have been paid and all amounts in respect of the redemption of Preferred Stock pursuant to Section 6 have been paid. (d) Notwithstanding anything to the contrary contained herein, if, on any date, an Event of Default shall have occurred and be continuing, whether or not by reason of the absence of legally available funds therefor, then the Dividend Rate on the shares of Preferred Stock shall be increased to a compound annual rate of 16%, for as long as such Event of Default is continuing. 4. Liquidation Rights of Preferred Stock. (a) In the event of any sale, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any shares of Common Stock or any share of any other class or series of the Company's preferred stock ranking junior to the Preferred Stock with respect to the payment of dividends or distribution of assets on the sale, liquidation, dissolution or winding up of the Company, an amount equal to the Liquidation Preference plus all declared or accrued and unpaid dividends in respect of any sale, liquidation, dissolution or winding up consummated. (b) If upon any sale, liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of Preferred Stock shall be insufficient to permit the payment to such stockholders of the full preferential amounts aforesaid, then the entire assets of the Company to be distributed shall be distributed ratably among the holders of Preferred Stock, based on the full preferential amounts for the number of shares of Preferred Stock held by each holder. (c) After payment to the holders of Preferred Stock of the amounts set forth in Section 4(a), the entire remaining assets and funds of the Company legally available for distribution, if any, shall be distributed among the holders of any preferred B-9 stock of the Company entitled to a preference over the Common Stock in accordance with the terms thereof and, thereafter, to the holders of Common Stock and Preferred Stock, in proportion to their ownership of such shares. 5. Voting Rights. In addition to any voting rights provided by law, the holders of shares of Preferred Stock shall have the following voting rights: (a) Subject to the provisions for dilution hereinafter set forth, so long as any of the Preferred Stock is outstanding, each share of Preferred Stock shall entitle the holder thereof to vote on all matters voted on by the holders of Common Stock, voting together as a single class with other shares entitled to vote at all meetings of the stockholders of the Company. The number of votes which a holder of Preferred Stock is entitled to cast, as the same may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Vote Multiple," which, as of the Original Issue Date, will be equal to one per each share of Preferred Stock. In the event the Corporation shall at any time after Original Issue Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or issue additional shares of Common Stock at a purchase price which is less than the Appraised Value of such shares on the date of issuance, then in each such case the Vote Multiple thereafter applicable to the determination of the number of votes per share to which holders of shares of Preferred Stock shall be entitled after such event shall be the Vote Multiple immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock and Preferred Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock and Preferred Stock that were outstanding immediately prior to such event. (b) The unanimous affirmative vote of all of the shares of Preferred Stock, voting together as a class, in person or by proxy, at a special or annual meeting of stockholders called for the purpose, or pursuant to a written consent of stockholders shall be necessary to: (i) authorize, adopt or approve an amendment to the Certificate of Incorporation or By-laws of the Company, including, without limitation, (A) to increase the size of the Board, (B) reduce the stated value or Liquidation Preference of, or Dividend Rate on, the Preferred Stock, (C) change the place or currency of payment of stated value or Liquidation Preference of, or Dividend Rate on, the Preferred Stock (D) impair the right to institute suit for the enforcement of any payment on or with respect to the Preferred Stock, or (E) reduce the percentage of outstanding shares of Preferred Stock necessary to modify or amend the terms hereof or to grant waivers; (ii) issue any shares of the capital stock of the Company ranking senior to, or pari passu with (either as to dividends or upon voluntary or involuntary liquidation, dissolution or winding up) the Preferred Stock, or issue any securities B-10 convertible into or exchangeable for such shares, except shares of Common Stock; or (iii) take any action which would result in an Organic Change. (c) The holders of shares of Preferred Stock shall have, in addition to the other voting rights set forth herein, the exclusive right, voting separately as a single class, to elect four directors of the Company; provided, however, that if the holders of shares of Preferred Stock do not elect any directors to the Board of Directors, then each holder shall have the right to appoint an observer to the Board of Directors. (d) If, on any date, an Event of Default shall have occurred and be continuing, whether or not by reason of the absence of legally available funds therefor, then the holders of shares of Preferred Stock shall have, in addition to their other voting rights set forth herein, the exclusive right, voting separately as a single class, to elect two additional directors of the Company in accordance with this Section 5. (e) The foregoing rights of holders of shares of Preferred Stock to take any actions as provided in this Section 5 may be exercised at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose as hereinafter provided or at any adjournment thereof or pursuant to any written consent of stockholders. (i) If (A) the annual meeting of stockholders of the Company is not, for any reason, held within the time fixed in the by-laws of the Company, or (B) vacancies shall exist in the offices of directors elected by the holders of Preferred Stock, or (C) the holders of the Preferred Stock have the right to elect additional directors pursuant to Section 5(d) above, a proper officer of the Company, upon the written request of the holders of record of at least ten percent (10%) of the shares of Preferred Stock then outstanding, addressed to the Secretary of the Company, shall call a special meeting in lieu of the annual meeting of stockholders or a special meeting of the holders of Preferred Stock, for the purpose of electing or, if necessary, removing directors. Any such meeting shall be held at the earliest practicable date at the place for the holding of the annual meetings of stockholders. If such meeting shall not be called by the proper officer of the Company within twenty (20) days after personal service of said written request upon the Secretary of the Company, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Company at its principal executive offices, then the holders of record of at least ten percent (10%) of the outstanding shares of Preferred Stock may designate in writing one of their member to call such meeting at the expense of the Company, and such meeting may be called by the person so designated upon the notice required for the annual meetings of stockholders of the Company and shall be held at the place for holding the annual meetings of stockholders. Any holder of Preferred Stock so designated shall have access to the lists of stockholders to be called pursuant to the provisions hereof. B-11 (f) Any vacancy occurring in the office of director elected by the holders of Preferred Stock or any additional director to be elected pursuant to Section 5(d) above may be filled by the remaining director(s) elected by the holders of Preferred Stock unless and until such vacancy shall be filled by the holders of Preferred Stock. The term of office of the directors elected by the holders of Preferred Stock shall terminate upon the election of their successors at any meeting of the holders of the shares of Preferred Stock held for the purpose of electing directors. (g) The directors elected by the holders of shares of Preferred Stock voting separately as a single class may be removed from office with or without cause by the vote of the holders of at least a majority of the outstanding shares of Preferred Stock. A special meeting of the holders of shares of Preferred Stock may be called in accordance with the procedures set forth in Section 5(e) above. 6. Redemption of Preferred Stock. (a) The Company may, at any time, redeem, and the holders of the outstanding Preferred Stock shall sell to the Company, at the redemption price equal to the sum of the Liquidation Preference per share plus an amount equal to all accrued and unpaid dividends per share (the "Redemption Price"), all or a portion of the outstanding Preferred Stock. (b) (i) At least thirty (30) days prior to the date fixed for the redemption of the Preferred Stock, written notice (the "Redemption Notice") shall be mailed, postage prepaid, to each holder of record of the Preferred Stock at its post office address last shown on the records of the Company. The Redemption Notice shall state: (1) the number of shares of Preferred Stock held by the holder that the Company intends to redeem; (2) the date fixed for redemption and the Redemption Price; and (3) that the holder is to surrender to the Company, in the manner and at the place designated, its certificate or certificates representing the shares of Preferred Stock to be redeemed. (ii) On or before the Redemption Date, each holder of Preferred Stock shall surrender the certificate or certificates representing such shares of Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable in cash on the Redemption Date to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. B-12 (c) Dividends on the Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and the holders of such shares redeemed shall cease to have any further rights with respect thereto on the Redemption Date. (d) If, at the time of any redemption pursuant to this Section 6, the funds of the Company legally available for redemption of Preferred Stock are insufficient to redeem the number of shares required to be redeemed, those funds which are legally available shall be used to redeem the maximum possible number of such shares, pro rata based upon the number of shares to be redeemed. At any time thereafter when additional funds of the Company become legally available for the redemption of Preferred Stock, such funds shall immediately be used to redeem the balance of the shares of Preferred Stock which the Company has become obligated to redeem pursuant to this subparagraph, but which it has not redeemed. (e) The Company may not otherwise redeem or repurchase the Preferred Stock. 7. Certain Covenants. Any registered holder of Preferred Stock may proceed to protect and enforce its rights and the rights of such holders by any available remedy by proceeding at law or in equity to protect and enforce any such rights, whether for the specific enforcement of any provision in this Certificate of Designation or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 8. No Reissuance of Preferred Stock. No Preferred Stock acquired by the Company by reason of redemption, purchase, or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares which the Company shall be authorized to issue. 9. Notices. All notices to the Company permitted hereunder shall be personally delivered or sent by first class mail, postage prepaid, addressed to its principal office located at 1675 Broadway, Suite 900, Denver, CO 80202 or to such other address at which its principal office is located and as to which notice thereof is similarly given to the holders of the Preferred Stock at their addresses appearing on the books of the Company. B-13 Exhibit C Opinion of Reed Smith LLP [REED SMITH LETTERHEAD] December 31, 2001 Goldman Sachs Credit Partners L.P. 85 Broad Street, 6th Floor New York, New York 10004 Foothill Capital Corporation 2450 Colorado Avenue Santa Monica, California 90404 Cerberus Partners L.P. 450 Park Avenue, 28th Floor New York, New York 10022 Re: Coram, Inc. Ladies and Gentlemen: We have acted as counsel for Coram, Inc., a Delaware corporation (the "Company"), in connection with the transactions contemplated by the Exchange Agreement, dated as of December 31, 2001 (the "Exchange Agreement"), by and among the Company, Goldman Sachs Credit Partners L.P., a Bermuda limited partnership ("Goldman"), Foothill Capital Corporation, a California corporation ("Foothill"), and Cerberus Partners L.P., a New York limited partnership ("Cerberus") (each of Goldman, Foothill and Cerberus a "Holder" and, collectively, the "Holders"). Capitalized terms used but not defined herein shall have, unless the context otherwise requires, the respective meanings assigned to them in the Exchange Agreement. For purposes of this opinion, we have examined, among other things, the following documents, each dated as of the date hereof, unless otherwise specified: (i) executed counterparts of the Exchange Agreement; C-1 December 31, 2001 REED SMITH LLP Page 2 (ii) the Certificate of Amendment of Certificate of Designation of the Company filed with the Secretary of State of the State of Delaware on December 31, 2001; (iii) executed counterparts of the Stockholder Agreement, dated as of December 29, 2000, by and among the Company and Foothill, Cerberus and Goldman Sachs & Co., a New York limited partnership, and of Amendment No. 1 thereto, dated as of December 31, 2001 (such Stockholder Agreement, as so amended, the "Stockholder Agreement"); (iv) executed counterparts of the Amendment No. 5 to the Securities Exchange Agreement, dated as of December 31, 2001, by and among the Company, Coram Healthcare Corporation and the Holders; and (v) executed counterparts of the Amended and Restated Series A Senior Subordinated Notes and the Amended and Restated Series B Senior Subordinated Convertible Notes, dated as of December 31, 2001 (collectively, the "December 2001 Notes"), in favor of the Holders; and (vi) copies certified as true and correct by an officer of the Company of the Certificate of Amendment and Restatement of Certificate of Incorporation and the bylaws of the Company, as amended as of the date hereof (collectively, the "Charter Documents"); (vii) certificate of the Secretary of State of the State of Delaware attesting to, as of December 5, 2001, the legal existence and the good standing of the Company in the State of Delaware (the "Certificate"); (viii) the Order, dated December 27, 2001, entered by the United States Bankruptcy Court for the District of Delaware; (ix) copies certified as true and correct by an officer of the Company of resolutions by unanimous written consent of (a) the sole voting stockholder of the Company, dated December 31, 2001, (b) the Board of Directors of the sole voting stockholder of the Company, dated December 31, 2001, and (c) the Board of Directors of the Company, dated December 31, 2001, in each case relating to the issuance of the December 2001 Preferred Stock and related matters. The documents, agreements and instruments referred to in paragraphs (i) through (iii) above are referred to herein as the "Transaction Documents." C-2 December 31, 2001 REED SMITH LLP Page 3 In making such examination and in rendering the opinions set forth below, we have assumed the genuineness of all signatures (other than those of the Company), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostat copies and the authenticity of the originals of such latter documents. We have assumed that each of the parties to the Transaction Documents (other than the Company) has the power and authority and has taken the action necessary to authorize the execution and delivery of, and the performance of its obligations under, the Transaction Documents to which it is a party, that such Transaction Documents have been validly executed and delivered by each such party and are binding thereon, that no consent, approval, authorization, declaration or filing by or with any governmental commission, board or agency, which has not been obtained or made, is required for the valid execution or delivery by such party of, or the performance of its obligations under, the Transaction Documents. As to matters of fact that have not been independently established, we have relied with your permission upon the representations and warranties made by the Company in the Transaction Documents and in certificates of public officials and of officers of the Company, and we have assumed that such representations and warranties and certificates are accurate, complete and valid as of the date hereof. We have assumed with your permission that (i) the State of New York is the principal place of business of each of Goldman and Cerberus, and (ii) the State of California is the principal place of business of Foothill. The law covered by the opinions expressed herein is limited to the law of the State of New York, and the Federal law of the United States, and, in respect of the opinions set forth in paragraphs 1 through 5 below, the General Corporation Law of the State of Delaware, and, in respect of the opinion in the last sentence of paragraph 2 below as it concerns the enforceability against the Company of the Stockholder Agreement, the law of the State of Delaware. Based upon the foregoing, and subject to the exceptions, qualifications, limitations, assumptions and reliances stated herein, it is our opinion that: 1. Based solely on the Certificate, the Company is validly existing as a corporation in good standing under the laws of the State of Delaware. C-3 December 31, 2001 REED SMITH LLP Page 4 2. The Company has the corporate power and authority to (a) execute and deliver, and perform its obligations under, the Transaction Documents, and (b) execute and deliver the December 2001 Notes in substitution for the December 2000 Notes in connection therewith. The execution and delivery by the Company of, and performance by the Company of its obligations under, the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company. The substitution of the December 2001 Notes for the December 2000 Notes has been duly authorized by all necessary corporate action on the part of the Company. Each of the Transaction Documents and the December 2001 Notes has been duly executed and delivered by the Company. Each of the Transaction Documents constitutes the Company's legal, valid and binding obligation enforceable against the Company in accordance with its terms. 3. The execution and delivery by the Company of, and performance by the Company of its obligations under, the Transaction Documents do not (a) violate any provision of the Charter Documents or (b) violate any statute, rule or regulation of any governmental authority of the United States or the State of New York, or any provision of the General Corporation Law of the State of Delaware, known to us to which the Company is subject. 4. The issuance, sale and delivery by the Company of the December 2001 Preferred Stock have been duly authorized by all requisite corporate action by the Company and, when sold and delivered in the manner contemplated by the Exchange Agreement, will be duly and validly issued and outstanding, fully paid and non-assessable and free of any adverse claims, limitations on voting rights, options and other encumbrances, other than as specified in the Transaction Documents. 5. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, which has not been obtained or made, is required for the execution and delivery by the Company of, and performance by the Company of its obligations under, the Transaction Documents (except for notice filings that may be required by applicable state "blue sky" laws and Federal securities laws). 6. Based upon the representations and warranties of the Company and the Holders in the Transaction Documents with respect to factual matters, it is not necessary in connection with the offer, sale and delivery of the December 2001 Preferred Stock to the Holders under the Exchange Agreement to register the December 2001 Preferred Stock under the Securities Act of 1933, as amended, or under any applicable state securities or "blue sky" laws (except for notice filings that may be required by applicable state "blue sky" laws and Federal securities laws). C-4 December 31, 2001 REED SMITH LLP Page 5 The opinions expressed herein are subject in all respect to the following further qualifications, limitations and exclusions: a. The opinions set forth in paragraph 2 above with respect to enforceability are further subject to the effects of laws relating to fraudulent conveyances, transfers and obligations, including, without limitation, Bankruptcy Code Section 548, the Uniform Fraudulent Transfer Act and other laws in pari materia. Moreover, provisions of the Transaction Documents that permit the Holders to take action or make determinations, or to benefit from indemnities and similar undertakings of the Company, may be subject to a requirement that such action be taken or such determinations be made, and that any action or inaction by any of the Holders that may give rise to a request for payment under any such indemnity or similar undertaking be taken or not taken, on a reasonable basis and in good faith. The foregoing opinions with respect to enforceability are further qualified by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor's rights generally and by general principles of equity, public policy considerations, judicial discretion and general requirements of good faith and fair dealing and commercial reasonableness (regardless of whether such enforceability is considered in a proceeding in equity or at law). b. We express no opinion as to how the transaction contemplated by the Transaction Documents (the "Transaction") may be characterized or treated under the laws of the State of New York relating to licensure of home care service agencies or by any governmental agency, including without limitation the New York State Department of Health or the New York Public Health Council, charged with the enforcement of such laws. We further express no opinion as to the effect on the Company or its performance under the Transaction Documents of any governmental agency's failure to approve a change of ownership and/or control deemed to have resulted from the Transaction, including without limitation the Company's continued indirect ownership of Coram Healthcare Corporation of Greater New York, a New York corporation, and/or Coram Healthcare Corporation of New York, a New York corporation. c. The enforceability of provisions in the Transaction Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. d. We express no opinion as to any provisions in the Transaction Documents relating to the waiver of any defenses or rights, jurisdiction or release of any party. C-5 December 31, 2001 REED SMITH LLP Page 6 e. We express no opinion as to the enforceability of the indemnification provisions contained in any of the Transaction Documents insofar as said provisions contravene public policy or might require indemnification or payments with respect to any litigation against a party to any of the Transaction Documents determined adversely to the other party(ies) to such litigation, or any loss, cost or expense arising out of an indemnified party's gross negligence or willful misconduct or any violation by an indemnified party of statutory duties, general principles of equity or public policy. f. Except as expressly set forth in paragraphs 5 and 6 above, no opinion is given as to the application of any securities laws. g. Our opinions are issued as of the date hereof and are limited to the laws now in effect as to which our opinions relate and facts and circumstances in existence on the date hereof, and we assume no undertaking to advise you of any changes in the opinions expressed herein as a result of any change in any laws, facts or circumstances which may come to our attention after the date hereof. h. References in this opinion letter to matters "known to us," a statement made "to our knowledge" or words of similar import are intended to indicate that, during the course of our representation of the Company, no information that would give current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys in this firm who have had substantive involvement in the negotiation of the Transaction Documents. Furthermore, with your permission we have made no independent investigation of any such matter other than as set forth herein and no inferences to the contrary should be drawn from our representation of the Company in this matter. i. We express no opinion as to the effect or applicability of the Bankruptcy Code or any order that may exist (now or in the future) in the proceedings relating to the bankruptcy case of the Company or its sole voting stockholder as to any provision in the Transaction Documents (or in any document or instrument entered into in connection therewith) including, but not limited to, any such provision relating to (1) the voting rights of the holders of the shares of Preferred Stock or (2) the number of members or composition of the Board of Directors of the Company that the holders of shares of the Preferred Stock have the right to elect. The Company has advised us that it has engaged separate counsel to advise on matters related to the Bankruptcy Code and the Company's bankruptcy proceedings. C-6 December 31, 2001 REED SMITH LLP Page 7 The opinions expressed herein are limited to matters governed by the laws of the State of New York, the Delaware General Corporation Law in respect of the opinions set forth in paragraphs 1 through 5 above (and the law of the State of Delaware in respect of the opinion in the last sentence of paragraph 2 above as it concerns the enforceability against the Company of the Stockholder Agreement), and the Federal laws of the United States of America, and our opinions are limited accordingly. With respect to the opinions expressed in paragraphs 5 and 6 above, to the extent that they are governed by the laws of the State of California, our opinion is based solely upon our review of the pertinent provisions of the CCH Blue Sky Law Reporter as of the date hereof, and our opinions are further limited accordingly. This opinion letter is furnished solely for your benefit in connection with matters relating to the Transaction Documents and may not be used or relied upon by any other person or for any other purpose without our prior written consent. Very truly yours, /s/ REED SMITH LLP TJD:RKM:CCL:AKK:TEW:EMB:CPS C-7 Exhibit D Opinion of David Schwab, Esq. (Coram Healthcare Corporation Letterhead) December 31, 2001 Goldman Sachs Capital Partners, L.P. 85 Broad Street, 6th Floor New York, New York 10004 Foothill Capital Corporation 2450 Colorado Avenue Santa Monica, California 90404 Cerberus Partners L.P. 450 Park Avenue, 28th Floor New York, New York 10022 Re: Coram, Inc. Ladies and Gentlemen: I am Vice President and General Counsel of Coram, Inc., a Delaware corporation (the "Company"). I am rendering this opinion in connection with the transactions contemplated by the Exchange Agreement dated as of the date hereof (the "Exchange Agreement") by and among the Company, and Goldman Sachs Credit Partners L.P., a Bermuda limited partnership ("Goldman"), Foothill Capital Corporation, a California corporation ("Foothill") and Cerberus Partners L.P., a New York limited partnership ("Cerberus") (collectively, the "Holders"). Capitalized terms used but not defined herein shall have, unless the context otherwise requires, the respective meanings assigned to them in the Exchange Agreement. For purposes of this opinion, I have examined (i) the Exchange Agreement; (ii) the Certificate of Amendment of Certificate of Designation filed with the Secretary of the State of Delaware on the date hereof; (iii) the Stockholder Agreement, dated as of December 29, 2000, by and among the Company and the Holders, and of Amendment No. 1 thereto, dated as of December 31, 2001 (such Stockholder Agreement, as so amended, the "Stockholder Agreement"), (iv) Amendment No. 5 of even date herewith in respect of the Securities Exchange Agreement (herein so defined) dated as of May 6, 1998 by and among the Company, Coram Healthcare Corporation, a Delaware corporation ("CHC") and the Holders; (v) Amended and Restated Series A Senior Subordinated Note of even date herewith issued by the Company in favor of Foothill in the principal amount of $7,539,769.58; (vi) Amended and Restated Series A Senior Subordinated Note of even date herewith issued by the Company in favor of Goldman in the principal amount D-1 of $18,275,371.22; (vii) Amended and Restated Series A Senior Subordinated Note of even date herewith issued by the Company in favor of Cerberus in the principal amount of $14,392,797.20; (viii) Amended and Restated Series B Senior Subordinated Convertible Note of even date herewith issued by the Company in favor of Goldman in the principal amount of $41,854,200.46; (ix) Amended and Restated Series B Senior Subordinated Convertible Note of even date herewith issued by the Company in favor of Foothill in the principal amount of $17,267,558.00; (x) Amended and Restated Series B Senior Subordinated Convertible Note of even date herewith issued by the Company in favor of Cerberus in the principal amount of $32,962,340.56; and (xi) material agreements to which the Company is bound and such other documents, originals or copies, certified or otherwise identified to my satisfaction, as I deemed necessary or advisable as a basis for the opinions hereinafter expressed. The documents, agreements and instruments referred to in paragraphs (i) through (xi) above are referred to herein as the "Transaction Documents." Based on the foregoing, and subject to the exceptions and qualifications stated herein, it is my opinion that: 1. The Company is validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents. The execution, delivery and performance by the Company of the Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company. Each of the Transaction Documents has been duly executed and delivered by the Company and constitutes the Company's legal, valid and binding obligation enforceable against the Company in accordance with its terms. 3. To the best of my knowledge, the execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions therein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, or conflict with any of the terms or provisions of any material agreements to which the Company is a party or by which any of its subsidiaries are bound. 4. The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions therein contemplated will not violate any court order or government authority order to which the Company is subject on the date hereof. D-2 I express no opinion as to the effect or applicability of the Bankruptcy Code or any order that may exist (now or in the future) in the proceedings relating to the bankruptcy case of the Company or CHC as to any provision in the Transaction Documents (or in any document or instrument, entered into in connection therewith) including, but not limited to, any such provision relating to (1) the voting rights of the holders of the shares of Preferred Stock or (2) the number of members or composition of the Board of Directors of the Company that the holders of shares of the Preferred Stock have the right to elect. I am licensed to practice law in the State of Tennessee, and my opinion is limited accordingly. This opinion may be relied upon by the addressees in connection with the above transactions. This opinion is not to be relied upon by the addressees for any other purpose, or relied upon by any other person or for any other purpose without my prior written consent. Very truly yours, /s/ DAVID A. SCHWAB ------------------------------------ David A. Schwab Vice President, General Counsel D-3 Exhibit E Bankruptcy Court Order IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ) ) CORAM HEALTHCARE CORP. and ) Chapter 11 CORAM, INC. ) ) Case Nos. 00-3299 (MFW) Debtors. ) through 00-3300 (MFW) ) ORDER AUTHORIZING AND APPROVING ISSUANCE OF PREFERRED STOCK IN EXCHANGE FOR DEBT Upon the Emergency Motion dated December 26, 2001 (the "Motion") of Coram, Inc. and Coram Healthcare Corp. (the "Debtors") for an Order Authorizing and Approving Issuance of Preferred Stock in Exchange for Debt and for an Order Scheduling Hearing on Limited Notice, and the Court having issued an Order Scheduling Hearing to Consider Emergency Motion For an Order Authorizing and Approving Issuance of Preferred Stock in Exchange For Debt (the "Scheduling Order") scheduling December 27, 2001 at 11:30 a.m. as the date and time for a hearing (the "Hearing") on the Motion seeking authorization and approval for Coram, Inc. to issue preferred stock in exchange for a portion of the indebtedness represented by the Debtors' outstanding unsecured notes (the "Senior Notes") in accordance with certain terms, and granting incidental relief related thereto; and due and sufficient notice of the Motion and the Hearing having been given in accordance with the terms of the Scheduling Order, as evidenced by the affidavits of service on file with this Court; and upon the record of the Hearing; and upon all prior proceedings in the Debtors' chapter 11 cases; and it appearing that the relief requested in the Motion is necessary and in the best interests of the Debtors, their estates and their creditors; and all objections to the Motion having been withdrawn, resolved, overruled or denied, as set E-1 forth in the record of the Hearing; and after due deliberation and sufficient caused appearing therefor, it is hereby ORDERED that the Motion is hereby granted; and it is further ORDERED that Coram, Inc. is hereby authorized and empowered to issue preferred stock ("Preferred Stock") in exchange for indebtedness evidenced by the Senior Notes; and it is further ORDERED that the Debtors and the holders of the Senior Notes (the "Noteholders") are authorized and empowered to execute such documents and take such other actions as may be reasonably required to implement and effectuate the transactions contemplated hereby; and it is further ORDERED that in the event the results of the audit of the Debtors' financial statements for calendar year 2001 should conclude that the Note Exchange did not exchange sufficient Senior Note indebtedness for preferred stock to establish a minimum equity of the Debtors of $75 million as of December 31, 2001, as required for the Debtors to remain in compliance with the Omnibus Budget Reconciliation Act of 1993 ("Stark II"), then the Debtors and the Noteholders are authorized and empowered to exchange such additional Senior Note indebtedness for such additional shares of Preferred Stock as may be required to enable the Debtors to establish $75 million in equity on like terms, and any such additional exchange shall be deemed to have occurred as of December 31, 2001, all without further order of the Court; and it is further E-2 ORDERED that if equitable relief is sought by any party in interest against the Noteholders, all affirmative defenses and other rights of the Noteholders and the Debtors shall be preserved, and all such issues shall be determined, as though the Note Exchange had never occurred; and it is further ORDERED that the Preferred Stock shall be issued pursuant to a private placement exemption to be obtained from the Securities and Exchange Commission and not pursuant to section 1145 of the Bankruptcy Code. Dated: December 27, 2001 /s/ MARY F. WALRATH ------------------------------ HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE E-3