Inre

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 10-___ _
(Joint Administration Requested)
Debtors.
APPLICATION OF DEBTORS PURSUANT TO 28 U.S. C. 156(C) AND LOCAL RULE
2002-l(F) FOR AUTHORIZATION TO (1) EMPLOY AND RETAIN OMNI
MANAGEMENT GROUP, LLC AS CLAIMS, BALLOTING, NOTICING AND
ADMINISTRATIVE AGENT FOR THE DEBTORS AND
(2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT
OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtors and debtors in possession (the "Debtors") hereby
applies to the CoUli for an order, in the f01m attached to this Application, pursuant to 28 U.S.C.
156, employing Omni Management Group, LLC ("Omni" or the "Firm"), effective nunc pro tunc
as of the Petition Date (defined below), as claims, balloting, noticing and administrative agent
and appointing Omni as agent of the Bankruptcy Court (the "Application"). The Debtors do not
believe that Omni is a "professional person" within the meaning of section 327( a) of title 11,
chapter 11 of, United States Code, as amended (the "Bankruptcy Code"); nonetheless, as set
forth herein and in the Declaration of Paul Deutch in Support of the Application of Debtors for
Authorization to (1) Employ and Retain Omni Management Group, LLC As Claims, Balloting,
Noticing and Administrative Agent for The Debtors and (2) Appoint Omni Management Group,
The Debtors, aloug wi1h 1hc last four digits of 1heir federal tax ideuti:fication numbers, arc: Crdeutia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Heal1h Industry Professionals, LLC ( 4246), HIP Holding, Inc. (3468), MP Heal1h
Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The Debtors' mailing address for
purposes of these cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
LLC as Agent of The Bankruptcy Court Nunc Pro Tunc to The Petition Date attached as Exhibit
A to this Application (the "Deutch Declaration"), the Debtors respectfully submit that Omui is a
disinterested person under section 101 of the Bankruptcy Code. In support of the Application,
the Debtors respectfully state as follows:
Jurisdiction, Venue & Statutory Predicate
1. The Comt has jurisdiction over this matter pursuant to 28 U.S.C.
1334(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core
proceeding within the meaning of28 U.S.C. 157(b)(2).
2. The statutmy predicate for the relief requested herein is 28 U.S.C.
156(c), 11 U.S.C. 363(b) and DeL Bankr. L. R 2002-l(i).
Background
3. On the date hereof (the "Petition Date"), the Debtors each filed with the
Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors
continue to operate their businesses and manage their property as debtors in possession pursuant
to sections 11 07( a) and 1108 of the Bankruptcy Code.
4. No creditors' committee has been appointed in these cases. No trustee or
examiner has been appointed.
5. The factual background relating to the Debtors, including their current and
historical business operations and the events precipitating the chapter 11 filings, are set fmth in
detail in the Declaration of Rebecca Irish in Support of the Debtors' Chapter II Petitions and
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First Day Pleadings (the "Irish Declaration") filed concurrently with this Application and
incorporated herein by reference.
2
Relief Requested
6. By this Application, the Debtors seek an order (i) retaining Ornni, at the
expense of the estate and effective as of the Petition Date, as claims, balloting, noticing and
administrative agent pmsuant to 28 U.S.C. 156(c), and (ii) appointing Ornui as agent of the
Bankmptcy Court. The proposed terms of Ornui's employment are set forth in the engagement
agreement between the Debtors and Omni (the "Engagement Letter"), a copy of which is
attached hereto as Exhibit B.
Basis for Relief
A. Ornui is Well-Qualified to Act as Administrative Agent
7. Ornui is one of the country's leading chapter 11 administrators with
expertise in noticing, claims processing, claims reconciliation and distribution and ballot
tabulation. Ornui has acted as claims and noticing agent in hundreds of bankruptcy cases and is
well qualified to provide the Debtors with experienced services as claims, noticing, balloting and
administrative agent in connection with this chapter 11 case. Among some of the large
chapter 11 case in which Omni has acted, or cunently is acting, as notice agent, claims agent
and/or balloting agent to the debtor, are: Monaco Coach Corporation, Robbins Bros., WL
Homes, LLC, eToys Direct 1, LLC, Three A's Holding, Owens Coming, Maxide Acquisition,
Inc., P e r e g r i n ~ Systems, Inc., Service Merchandise Company (32 companies); Federal
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Deutch
Declaration.
3
Employees' Distributing Company, d/b/a Fedco., Inc.; The Singer Company (45 entities);
Incornnet Communications, Inc.; Pacific Gas & Electric; Advanced Environmental; and Sabratek
Corporation. In light of the Firm's experience and the efficient and cost-effective methods that it
has developed, the Debtors' estates and creditors will clearly benefit from the appointment of the
Fi:tm as the claims and noticing agent in these Chapter 11 cases.
B. The Services to be Provided by the Firm for the Estates
8. The creditor matrices in the Debtors' cases aggregate over 3,000 parties to
whom ce1iain notices must be sent. Such an extremely large number of creditors and parties in
interest will undoubtedly impose heavy administrative and other bmdens on the Court and the
Office of the Clerk of the Court (the "Clerk's Office"). The Debtors will also need assistance in
managing and addressing the myriad of administrative issues that will likely arise in this case. In
addition, in connection with any plan of reorganization proposed by the Debtors, the Debtors
have determined that they will requi:te the services of Ornni to act as solicitation agent with
respect to, inter alia, the mailing of a disclosme statement, the plan and related ballots, and
maintaining and tallying ballots in connection with the voting on such plan. To relieve and assist
with these burdens, the Debtors request the appointment of the Firm as clainls, balloting,
noticing and administrative agent in these Chapter 11 cases.
9. Under Bankrnptcy Rule 2002(a), the Bankruptcy Court may direct that a
person other than the clerk serve notices upon creditors and parties in interest. Moreover, 28
U.S.C. 156(.c), which governs the staffing and expenses of the Comi, authorizes the Court to
4
procure the serVIces of third parties to assist with noticing and other chapter 11
administrative matters:
Any court may utilize facilities or services, either on or off of the
court's premises, which pertain to the provision of notices,
dockets, calendars, and other administrative information to
parties in case filed under the provisions of title 11, United States
Code, where the cost of such facilities or services are paid for out
of the assets of the estate and are not charged to the United States.
The utilization of such facilities or services shall be subject to such
conditions and limitations as the pertinent circuit council may
prescribe.
28 U.S.C. 156(c).
10. Moreover, Rule 2002-1() of the Local Rules of Bankruptcy Practice and
Procedure for the United States Bankmptcy Court for the District of Delaware (the "Local
Rules") requires, in all case with more than 200 creditors, that the debtor file a motion to retain a
noticing agent on the first day of the case or within ten (10) days thereafter. Del. Bankr. L.R.
2002-1().
11. The Debtors seek an order appointing Omni to render, in accordance with
the Engagement Letter, the following services as claims, noticing and balloting agent, without
being exhaustive:
a. Upon the Debtors' request, preparing and serving required notices
in these Chapter 11 cases, including:
(1) notice of the commencement of these Chapter 11 cases and
the initial meeting of creditors under section 341 (a) of the
Bankruptcy Code;
(2) notice of the claims bar date;
(3) notices of objections to claims;
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( 4) notices of any hearings on a disclosure statement and
confirmation of a plan of reorganization; and
( 5) such other miscellaneous notices as the Debtors or Court
may deem necessary or appropriate for an orderly
administration of this Chapter 11 case.
b. After the service of a patiicular notice by Omni, filing with the
Clerk's Office a cetiificate or affidavit of service that includes (i) a copy of the notice served, (ii)
an alphabetical list of persons on whom the notice was served, along with corresponding
addresses and (iii) the date and manner of service;
c. Maintaining copies of all proofs of claim and proofs of interest
filed in this case;
d. Maintaining official claims registers in this case by docketing all
proofs of claim and proofs of interest in a claims database that includes the following
information for each such claim or interest asserted:
(1) the nmne and address of the claimant or interest holder and
any agent thereof, if the proof of claim or proof of interest
was filed by an agent;
(2) the date the proof of claim or proof of interest was received
by Ornni and/ or the Comi;
(3) the claim number assigned to the proof of claim or proof of
interest; and
( 4) the asserted amount and classification of the claim.
e. Implementing necessary security measures to ensure the
completeness and integrity of the claims registers;
f. Transmitting to the Clerk's Office a copy of the claims registers on
a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis;
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g. Maintaining an up-to-date mailing list for all entities that have filed
proofs of claim or proofs of interest and making such list available upon request to the Clerk's
Office or any pmiy in interest;
h. Providing access to the public for examination of the proofs of
claim or proofs of interest filed in this case without charge during regular business hours;
1. Recording all tr311sfers of claims pursuant to Rule 300l(e) of the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and providing notice of such
tr311sfers as required by B311kruptcy Rule 300l(e), if directed to do so by the Court;
J Complying with applicable federal, state, municipal and local
statues, ordinances, rules, regulations, orders and other requirements in connection with its
activities in this case;
k. Providing temporary employees to process claims, as necessary;
1. Promptly complying with such further conditions and requirements
as the Clerk's Office or the Comi may at any time prescribe;
m. Acting as balloting agent for any plan of reorganization filed by
the Debtor;
n. Provide the Debtors with an informational website which will
provide access to general case information, the official claims registry, and the ability for
creditors to submit inquiries electronically; 311d
o. Providing such other claims processing, noticing, balloting, and
related administrative services as may be requested from time to time by the Debtors.
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The Debtors also request that the Clerk of the Court release all filed claims directly to the Firm.
12. In connection with its appointment as administrative agent, the Debtors
understand and the Firm acknowledges that, among other things that:
a. it will not consider itself employed by the United States
govemment and shall not seek any compensation from the United States govemment in its
capacity as Claims and Noticing Agent in this Chapter 11 case;
b. by accepting employment in this Chapter 11 case, Omni waives
any rights to receive compensation from the United States govemment;
c. in its capacity as Claims and Noticing Agent in this Chapter 11
case, Omni will not be an agent of the United States and will not act on behalf of the United
States;
d. Omni will not misrepresent any fact to the public; and
e. Omni will not employ any past or present employees of the
Debtors in connection with its work as Noticing Agent in this Chapter 11 case.
C. Compensation of the Firm
13. The compensation to be provided by the Debtors to the Firm for services
rendered is set forth in detail in the Engagement Letter and incorporated herein for all purposes.
14. The Debtors seek authorization to compensate Omni for services rendered
and to reimbmse Omni for expenses incuned upon the Debtors' receipt of reasonably detailed
statements of (ees and expenses, without further order of this Court and without any requirement
to file interim or final applications. Payments are to be based upon the submission to the Debtors by
8
Omni of a billing statement, which includes a detailed listing of services, expenses and supplies, at the
end of each calendar month. The Firm charges for its services at the following hourly rates:
Senior Consultants ($195 - $295); Consultants and Project Specialists ($75 - $150);
Programmers ($130 - $185); and Clerical Support ($35 - $95). Omni reviews and revises its
billing rates on January 2nd of each year.
15. Omni has relationships with and may periodically use, with the Debtors'
prior written consent and approval, independent contractors with specialized skills and abilities
to assist in this engagement; provided, however, that Omni shall be responsible for the actions
and activities of such independent contractors and ensure that such independent contractors
comply with all of the terms of the Engagement Letter.
16. If Omni finds it desirable to augment its professional staff with
independent contractors (an "IIC") in this case, (i) Omni will file, and require the I/C to file,
2014 affidavits indicating that the IIC has reviewed the list of the interested parties in this case,
disclosing the I/C's relationships, if any, with the interested parties and indicating that the IIC is
disinterested; (ii) the IIC must remain disinterested during the time that Omni is involved in
providing services on behalf of the Debtor; and (iii) the IIC must represent that he/she will not
work for the Debtors or other parties in interest in this case during the time Omni is involved in
providing services to the Debtors. Omni's standard practice is to charge for an I/C's services at
the Omni rate for a professional of comparable skill and experience, which rate typically exceeds
the compensation provided by Omni to such IIC.
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17. As an administrative agent and an adjunct to the Court, the Debtors do not
believe that Omni is a "professional" whose retention is subject to section 327 of the Bankruptcy
Code or whose compensation is subject to approval under sections 330 and 331 of the
Bankmptcy Code. Specifically, the Debtors propose to compensate Omni on a monthly basis for
those services performed by Omni during the preceding calendar month, on or after that date
which is ten calendar days following service of the relevant monthly invoice on each of the
Debtors, counsel for the Debtors, the Office of the United States Tmstee, counsel for the
Committee, and counsel to the Secured Lender (collectively, the "Notice Parties"). In the event
that one or more of the Notice Parties objects to the invoice within the ten day period following
service of a monthly invoice as provided for herein, the Debtors will pay Omni only the
undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting
party shall schedule a hearing before the Court to consider the disputed invoice or the disputed
portion thereof, as applicable. The Debtors shall pay the disputed portion of any such invoice to
Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof,
shall be paid, following notice and hearing thereon.
18. In the 90 days prior to the Petition Date, the Firm received a $10,000
prepetition retainer (the "Retainer") from the Debtors, and incurred fees and expenses in the
aggregate prepetition amount of approximately $5,000. The Firm's prepetition fees and
expenses, which were incurred primarily in connection with the Firm's providing administrative
suppmt in relqtion to back office accounting processes and administration of new information
systems in relation to assets, liabilities, creditors and other information necessary for the
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operations and administration of the Debtors and the preparations for their bankruptcy case
filings were pre-paid via the Retainer. There are no amounts owed to the Firm as of the Petition
Date. The Firm is currently holding the approximately $5,000 remaining amount of the Retainer.
19. There are no arrangements between the Firm and any other entity for the
sharing of compensation received or to be received in connection with this case, except insofar as
such compensation may be shared among the Firm's employees.
20. To the best of the Debtors' knowledge, and based upon and except as set
fmih in the Deutch Declaration attached as Exhibit A to this Application, the Firm does not (i)
represent any interest adverse to the Debtors or the estate; ( ii) have any connection with the
Debtors, their creditors, any other patiy in interest, their respective attorneys and accountants, the
United States Trustee, or any person employed in the office of the United States Trustee; or (iii)
employ any person that is related to a judge of this Court or the United States Trustee for the
District of Delaware. In addition, to the best of the Debtors' knowledge and based on the Deutch
Declmation, the Firm is a "disinterested person" under applicable sections of the Bankruptcy
Code.
21. After considering its quality of perfmmance in other cases, the Debtors
concluded that Omni was the best choice for Claims and Noticing Agent in this case. The
Debtors believe that the Engagement Letter contemplates compensation at a level that is
reasonable and appropriate for services of this nature, and is consistent with the compensation
atrangement cj:mrged by Omni in other case in which it has been retained to perform similar
services. The Debtors need to employ a claims agent with proven competence and believes that
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Omni so qualifies. It is therefore respectfully submitted that approval of the Engagement Letter
is in the best interests of the Debtors, their estates and their creditors.
Notice
22. Notice of tbis Application has been given to the following parties or, in
lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee, (b) the
Debtors' prepetition lenders, and (c) the Debtors' consolidated Top 20 unsecured creditors. As
the Application is seeking "first day" relief, within two business days of the hearing on the
Motion, the Debtors will serve copies of the Application and any order entered respecting the
Application as required by Del. Bankr. LR 9013-l(m). The Debtors submit that, in light of the
nature of the relief requested, no other or finiher notice need be given.
No Prior Request
23. No prior motion for the relief requested herein has been made to this or
any other comi.
[The Remainder of the Page IS Intentionally Blank]
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WHHREFORE, the Debtors respectfully request that tlus Court enter an order: (a)
authorizing the Debtors to employ the Firm, effective as of the Petition Date, as claims,
balloting, noticing and administrative agent pursuant to 21l U.S. C. 156(c), 11 U.S. C. 363(b)
and Del. Bankr. L.R. 2002-l(f); (b) appointing Omni as agent of the Bankruptcy Court; and (c)
granting such further relief as the Court dcclhs just and proper.
Dated: March 17,2010
Crdentia Corp.
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EXHIBIT A
Inre
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ CaseNo. 10-___ _
(Joint Administration Requested)
Debtors.
DECLARATION OF PAUL DEUTCH IN SUPPORT OF THE APPLICATION OF
DEBTORS PURSUANT TO 28 U.S.C. 156(c) AND LOCAL RULE 2002-l(f) FOR
AUTHORIZATION TO (1) EMPLOY AND RETAIN OMNI MANAGEMENT GROUP,
LLC AS CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT FOR
THE DEBTORS AND (2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT
OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE
PAUL DEUTCH of Omni Management Group, LLC makes this Declaration
pursuant to 28 U.S.C. 1746 and states:
2
1. I am a Senior Consultant of Omni Management Group LLC, formerly
known as Robert L. Berger & Associates, Inc. ("Omni"), a data processing company specializing
in the administration of bankruptcy cases. I have been a bankruptcy professional since 1995.
2. I submit this declaration in support of the Application of Debtors for
Authorization to (1) Employ and Retain Omni Management Group, LLC As Claims, Balloting,
Noticing and Administrative Agent for The Debtors and (2) Appoint Omni Management Group,
LLC as Agent of The Bankruptcy Court Nunc Pro Tunc to The Petition Date (the "Application")
filed by the above-captioned debtors and debtors in possession in the above-referenced chapter
The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Health Industry Professionals, LLC ( 4246), HIP Holding, Inc. (3468), MP Health
Corp. (4403), New Age Staffing, Inc. (1214) aud Nurses Network, Inc. (6291). The Debtors' mailing address for
purposes of these cases is 1964 Howell Brauch Road, Ste. 206, Winter Park, Florida 32792.
2
Certain of the disclosures herein relate to matters within the knowledge of other members at Omni aud are based
on information provided by them.
11 case (the "Debtors"). Except as otherwise noted, I have personal knowledge of the matters set
fmih herein.
3
3. Omni is one of the country's leading chapter 11 administrators with
expe1iise m noticing, claims processing, claims reconciliation and distribution and ballot
tabulation. Omni has acted as claims and noticing agent in hundreds of bankruptcy cases and is
well qualified to provide the Debtors with experienced services as claims, noticing, balloting and
administrative agent in connection with this chapter 11 case. Among some of the large
chapter 11 case in which Omni has acted, or currently is acting, as notice agent, claims agent
and/or balloting agent to the debtor, are: Monaco Coach Corporation, Robbins Bros., WL
Homes, LLC, eToys Direct 1, LLC, Three A's Holding, Owens Coming, Maxide Acquisition,
Inc., Peregrine Systems, Inc., Service Merchandise Company (32 companies); Federal
Employees' Distributing Company, d/b/a Fedco., Inc.; The Singer Company (45 entities);
Incomnet Communications, Inc.; Pacific Gas & Electric; Advanced Environmental; and Sabratek
Corporation. In light of the Firm's experience and the efficient and cost-effective methods that it
has developed, the Debtors' estates and creditors will clearly benefit from the appointment of the
Firm as the claims and noticing agent in these Chapter 11 cases.
4. I am informed and believe that the creditor matrices in the Debtors' case
aggregate over 3,000 parties to whom certain notices must be sent.
5. To the best of my knowledge, information and belief, insofar as I have
been able to after reasonable inquiry by myself or other Omni employees, other than in
3
Certain of the disclosures herein relate to matters within the knowledge of other members at Omni and are based
on information provided by them.
2
connection with this engagement, neither I, nor Omni, nor any of its managmg directors,
employees, agents or affiliates, have any connection with the Debtors, their creditors, the United
States Trustee for the District of Delaware, or any other party with an actual or potential interest
in this chapter 11 case, or its respective attorneys or accountants, except as set forth below:
Omni is not employed by, and has not been employed by, any entity other than
the Debtors in matters related to this chapter 11 case.
From time to time, Omni has provided services, and likely will continue to
provide services, to certain creditors of the Debtors and various other parties
adverse to the Debtors in matters wholly unrelated to this chapter 11 case. As
described below, however, Omni has undertaken a detailed search to detennine,
and to disclose, whether it is providing or has provided, services to any significant
creditor, investors, insider or other party in interest in such unrelated matters.
Omni provides services in connection with numerous cases, proceedings and
transactions umelated to this chapter 11 case. Those unrelated matters involve
numerous attorneys, financial advisors and creditors, some of whom may be
claimants or parties with actual or potential interests in this chapter 11 case, or
may represent such parties.
Omni's personnel may have business associations with certain creditors of the
Debtors unrelated to this chapter 11 case. In addition, in the ordinary course of its
business, Omni may engage counsel or other professionals in unrelated matters
who now represent, or who may in the future represent, creditors or other patties
in interest in this chapter 11 case.
6. Omni searched its client database to determine whether it had any
relationships with the following:
the Debtors and their affiliates;
the officers and directors of the Debtors;
the Debtors' largest vendors, contract patties, litigation patties and lessors;
the Debtors' consolidated top 20 unsecured creditors;
The attorneys and other professionals of the Debtors;
The significant pre-petition lenders of the Debtors and their professionals;
3
The proposed post-petition lender(s) to the Debtors and their professionals;
Parties believed to hold material amounts of the Debtors' stock and other
securities; and
Other potentially adverse parties.
7. Based on that search, Omni represents that, to the best of its know ledge,
Omni knows of no fact or situation that would represent a conflict of interest for Omni with
regard to the Debtors. Based on the information available to me, I believe that Omni is a
"disinterested person" within the meaning of section 101(14) of the Bankruptcy Code in that
Omni and its personnel:
a. are not creditors, equity secmity holders or insiders of the Debtors;
b. are not and were not, within two years before the date of the filing
of the Debtors' Chapter 11 petition, directors, officers or employees of the
Debtors; and
c. do not have an interest materially adverse to the interests of the
Debtors' estate or any class of creditors or equity secmity holders, by
reason of any direct or indirect relationship to, connection with, or interest
in, the Debtors or any investment banker for an outstanding secmity of the
Debtors.
8. Omni submits that it holds no adverse interest as to the matters for which
it has been employed by the Debtors. Certain individuals affiliated with Omni may render
claims, noticing and balloting services to the Debtors on a part time basis, while others have been
and/or will continue to be engaged full time. To the extent such individuals are employed on a
part-time basis, Omni submits that there are no simultaneous or prospective engagements
existing which would constitute a conflict or adverse interest as to the matters for which it has
4
been employed by the Debtors, nor would Omni staff such part-time temporary staff on any
futme matter that would constitute a conflict or adverse interest to these matters.
9. Omni has represented and may in the future represent certain interested
parties in matters wholly melated to this chapter 11 case, either individually or as part of
representation of a committee of creditors or interest holders.
I 0. Omni represents, among other things, that:
(a) It will not consider itself employed by the United States
government and shall not seek any compensation from the United
States government in its capacity as Claims and Noticing Agent;
(b) By accepting employment in this bankmptcy case, Omni waives
any right to receive compensation from the United States
government;
(c) In its capacity as Claims and Noticing Agent, Omni will not be an
agent of the United States and will not act on behalf of the United
States; and
(d) Omni will not employ any past or present employees of the
Debtors in connection with its work as Claims and Noticing Agent.
11. According to the books and records of Omni, in the 90 days prior to the
Petition Date, the Firm received a $10,000 prepetition retainer (the "Retainer") from the Debtors,
and incurred fees and expenses in the aggregate prepetition amount of approximately $5,000.
The Firm's prepetition fees and expenses, which were incurred primarily in connection with the
Firm's providing administrative supp01t in relation to back office accounting processes and
administration of new information systems in relation to assets, liabilities, creditors and other
information necessary for the operations and administration of the Debtors and the preparations
for its bankruptcy case filings, were pre-paid via the Retainer. There are no amounts owed to the
5
Firm as of the Petition Date. The Firm is cunently holding the $5,000 remaining amount of the
Retainer.
12. Subject to the Court's approval, the Debtors have agreed to compensate
Omni for services rendered in connection with this Chapter II case pursuant to the Engagement
Letter entered into by and between the Debtors and Omni, a true and conect copy of which is
attached as Exhibit B to the Application. Payments are to be based upon the submission to the Debtors
by Omni of a billing statement, which includes a detailed listing of services, expenses and supplies, at
the end of each calendar month. Omni will apply the remaining balance of the Retainer against
postpetition petition fees and expenses incuned by Omni.
13. As an administrative agent and an adjunct to the Court, Omui is not a
"professional" whose retention is subject to section 327 of the Bankruptcy Code or whose
compensation is subject to approval under sections 330 and 331 of the Bankruptcy Code.
Specifically, the Debtors propose to compensate Omni on a monthly basis for those services
performed by Omni during the preceding calendar month, on or after that date which is ten
calendar days following service of the relevant monthly invoice on each of the Debtors, counsel
for the Debtors, the Office of the United States Tmstee, counsel for the Committee and counsel
to the Secured Lender (collectively, the "Notice Parties"). In the event that one or more of the
Notice Parties objects to the invoice within the ten day period following service of a monthly
invoice as provided for herein, the Debtors will pay Omni only the undisputed pmtion of the
invoice, if any, If an objection to an invoice is made, the objecting party shall schedule a hearing
before the Comt to consider the disputed invoice or the disputed portion thereof, as applicable.
6
The Debtors shall pay the disputed pmtion of any such invoice to Omni only upon authorization
of the Court that such disputed portion, or a sub-pmtion thereof, shall be paid, following notice
and hearing thereon.
14. The compensation anangement provided for in the Engagement Letter is
consistent with and typical of anangements entered into by Omni and other such firms with
respect to rendering similar services for clients such as the Debtors.
15. Despite the effmts described above to identify and disclose Omni' s
connections with parties in interest in this chapter 11 case, Omni is unable to state with certainty
that every client relationship or other connection has been disclosed. In this regard, if Omni
discovers additional information that requires disclosme, Omni will file a supplemental
disclosme with the Comt.
16. Omni reserves the right to supplement this Declaration in the event that
Omni discovers any facts bearing on matters described in this Declaration regarding Omni's
employment with the Debtors.
17. Omni will comply with all requests of the Clerk of the Comt and the
guidelines promulgated by the Judicial Conference of the United States for the implementation
of 28 U.S.C. !56( c).
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Pursuant to 28 U.S.C. 1746, I declare under penalty of pe!jury that, to the best
of my knowledge and after reasonable inquiry, the foregoing is true and correct.
y
Executed tins a day of March, 2010 at New York, New York.
{BAY:OI511232v3) 8
EXHIBITB
{BAY:Ol51!232v3)
Rebecca Irish
Clliaf Financial Officer
Crdentia Corporation, et al.
I 964 Howell Branch Road
Suite206
Winter Park, Florida. 32792
@
OMNI
MANAGEMENT GROUP
March 16, 2010
Re: Retentbm of Omni Maoagement Group
Dear f'vfs. Irish:
This letter will acknowledge that you have requested Otnni Management Group,
LLC ("Omni") to provide services to Crdentia. Corp. ("Crdentia.") and its subsidiaries,
ATS Universal, LLC, Baker Anderson Christie, Inc., CRDE Corp., GHS AcqUisition
Corporation, Health Industry Professionals, LLC, HlP Bolding, lnc., MP Health Corp.,
New Age Staffing, Inc, and Nurses Network, Inc, ( coll<>ctively with Crdeniia, the
"Crdentia Companies" or the "Companies") in preparation of, l<!ld in connection with, the
Crdenlia Companies ll!lticipated chapter II filings. Omni will make available to the
Crdentia Companies, as requested, for the pUrposes of assisting the Companies with oase
administration ID!l.ttors including preparation and management of the creditor matrix,
preparation of schedules of assets and liabilities and statement of nmmcial affairs, claims
management, noticing, plan solicitation and tabulation, the development and maintenance
of an infunnational website and ony other services requested by the Companies.
The services ;endercd by Omni will be billed at our nonnal hourly ra1es which
range from $35.00 to $295.00 per hour per the attached rate sheet. Rates are adjusted
annually on January zd of each yel\1:, ll.Dd are subject to increases not to exceed ten (I 0%)
percent per annum. J'ncreases greater than ten (10%) percent per annum will be discussed
vith yo1.1. before becoming effective.
For all such services rendered, we require a $10,000 deposit. All chlliges will be
on a portal to portal basis plus out-of-pocket expenses. Omni shall be compensated on a
monthly basis for those services performed by Omni during the preceding calendar
month.. lovoices are payable upon submission.
1120 AVllNUE TiiTI AMt!>JCAS, 4TH FLOOR, NEW YORK, NEW YORK 10036 212.302.3580 TEL 212.302-3820 FAX
16501 VEN1VM SUITE 440, ENCINO, CALLFORNIA 91436-2068 S.\8.906.83W Tel 818.783,273'7 FAX
WWW.OMNI M.GT.COM
Rebecca Irish
March 16, 2010
Page2
@
OMNI
Mi\NAGEMEN'f GROUP
Each of Omni and the Debtor, on behalf of themselves and their respective
employees, agents, pro!eSl:'ionals and representatives, llgl'<les to keep confidential all non-
public records, systems, procedures, software and other in:f<Jnnation received from the
other party in connection with the services jllXlvided lllldef this Agreement; provided,
however, that if either party reasonably believes that it is required to produce any such
informalion by order of any governmental agency or other regulatory body it may, upon
not less than five (5) days' written nolice oo the other party, releare the required
information.
Please acknowledge the above by signing and returning a copy of thls letter.
Should you have any questions rcgardi11g the above, p!eruJe do not hesitate to call me.
c.c: Robert Berger
Eric
Brian Osborne
RECEIVED AND AGREED TO: CRDENTIA CORPORATlON
ATS UNIVE:RSAL, LL(:
JJAKER ANDERSON CHRISTIE, INC.
CRDECORI'.
GHS ACQIDSITION CORPORATION
HEALTH INDUSTRY PROFESSIONALS, LLC
IDP HOLDING, INC.
MPHEALTilCORP.
NEW A.GE ST .!\FFING, INC.
NURSES WORK. INC.
) cFo
1120 AVENUE OF THo AME!UC/1.5, 4TH FLOOR. NEW YORK. New YORK 10036 212.302.3580 TEl 212.302.3820 FAX
16501 VENTURA BOl!Lf:VARD. SU1n 440, eNCINO. CAliFORNIA 91436"2068 318.906.8300 TEl 81R783.2737 FAX
WWW.OMNIMGT.COM
OMNI MANAGEMENT GROUP, LLC
WMV.of1l.I)Jitlgioom
Rate $beet
Rate:J J.il.1lUII.TY
OMNI MANAGEMENT GROUP, LLC


Rakl6 JAmtlilr:Y 2, :OOtG
In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter II
CRDENTIA CORP., eta!./ Case No. I 0-__ _
(Joint Administration Requested)
Debtors.
ORDER GRANTING APPLICATION OF THE DEBTORS PURSUANT TO
28 U.S.C. 156(c) AND LOCAL RULE 2002-l(f) FOR AUTHORIZATION TO
(1) EMPLOY AND RETAIN OMNI MANAGEMENT GROUP, LLC AS
CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT FOR THE
DEBTORS AND (2) APPOINT OMNI MANAGEMENT GROUP, LLC AS AGENT
OF THE BANKRUPTCY COURT NUNC PRO TUNC TO THE PETITION DATE
Upon the application (the "Application")
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of the above-captioned debtors (the
"Debtors"), (i) seeking authorization to employ and retain Omni Management Group, LLC
("Omni" or the "Firm") as claims, noticing and balloting agents to the Debtors, and (ii)
appointing Omni as agent of the Bankmptcy Comt, nunc pro tunc to the Petition Date; and upon
the Declaration of Paul Deutch in Support of the Application of Debtors for Authorization to (I}
Employ and Retain Omni Management Group, LLC as Claims, Balloting, Noticing and
Administrative Agent for the Debtors and (2} Appoint Omni Management Group, LLC as Agent
of the Bankruptcy Court Nunc Pro Tunc to the Petition Date (the "Deutch Declaration"), which
was submitted concunently with the Application; and the Comt being satisfied, based on the
representations made in the Application and the Deutch Declaration, that Omni represents or
holds no interest adverse to the Debtors or the Debtors' estate with respect to the matters upon
which it is to be engaged, and is disinterested as that term is defined under section 101(14) of the
The Debtors, along with the last four digits of tbeir federal tax identification numbers, are: Crdentia
Corp.(5701), ATS Universal, LLC (3980), Baker Auderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Health Industry Professionals, LLC ( 4246), HlP Holding, Inc. (3468), MP Health
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that the
employment ofOmni is necessary and in the best interests of the Debtors and the Debtors' estate;
and it appearing that the Court has jurisdiction to consider the Application; and it appearing that
due notice of the Application has been given and no further notice need be given; and upon the
proceedings before the Comt; and after due deliberation and good and sufficient cause
appearing; it is
ORDERED that the Application is granted; and it is fiuther
ORDERED that pursuant to 28 U.S.C. 156, 11 U.S.C. 363(b) and Del. Bankr
L. R. 2002-1(f), the Debtors are authorized to employ and retain Omni Management Group, LLC
as its claims agent, noticing agent and administrative agent, effective nunc pro tunc to the
Petition Date, on the terms set fmth in the Application and the Engagement Letter; and it is
further
ORDERED that Omni shall be authorized to perform such other tasks as the
Debtors request in the Application and Engagement Letter as well as to receive the list of
creditors and receive, maintain, record and otherwise administer and catalog any and all Proofs
of Claim relating to these chapter 11 cases; and it is further
ORDERED that Omni is designated as the authorized recipient and repository for
all Proofs of Claim as custodian for the Clerk's office, and Omni is authorized to maintain as
agent for the Clerk's office an official claims register, and to provide the Clerk's office with a
ce1tified duplicate thereof on a monthly basis; and it is further
ORDERED that the Clerk of the Bankruptcy Court is authorized to transmit to
Omni all Proofs of Claim heretofore filed in this Chapter 11 case, and to transmit to Omni, not
Corp. (4403), New Age Staffing, Irrc. (1214) and Nurses Network, Irrc. (6291). The Debtors' mailing address for
purposes ofthese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
2
less often than weekly, all Proofs of Claim hereafter received by the Clerk's office; and it is
further
ORDERED that Omni shall maintain a Claims Register which shall reflect in
sequential order the claims filed in this chapter II case, specifying (i) the claim number, (ii) the
date such claim was received by the Clerk's office (if such claim was not time-stamped by the
Clerk, then the date on which Omni receives such claim shall be indicated), (iii) the name and
address of the claimant and the agent, if any, that ftled such proof of claim, (iv) the amount of
said claim, and (v) the classification(s) of such secured, unsecured, priority, etc.); and
it is further
ORDERED that Omni is authorized to perform all related tasks to process the
Proofs of Claim and maintain a Claims Register, including, without limitation, recording
transfers of claims; and it is fiuther
ORDERED that upon the close of this chapter 11 case, Omni shall return all
Proofs of Claim received by it to the Clerk's office; and it is further
ORDERED that the Debtors are authorized to execute such documents, take such
action and do such things as may be necessary to implement and effectuate the tenns of this
Order; and it is further
ORDERED that pursuant to section 503(b)(1)(A) of the Bankruptcy Code,
Omni's fees and expenses incurred pursuant to the Engagement Letter are to be treated as an
administrative expense of the Debtors' chapter 11 estate, and upon the receipt of reasonably
detailed statements of expenses and charges, the Debtors are is authorized and empowered to
compensate Omni without futther Court order for services rendered, plus reimbursement of all
2
Capitalized terms, unless otherwise defined hercio, shall have the meanings ascribed to them io the Application.
3
reasonable and necessary expenses incuned, in accordance with the Engagement Letter; and it is
further
ORDERED that neither the Debtors nor Ornni shall terminate the retention of
Ornni in these proceedings without ftniher order of the Court. IfOmni's services are terminated,
Ornni shall perfonn its duties until the transition with the Bankruptcy Court clerk's office or any
successor claim/noticing agent; and it is further
ORDERED if this case were to convert from chapter 11 to chapter 7, Omni will
perform its duties through the conversion process and shall continue its services as required;
provided however, that Ornni reserves its rights to seek payment for such services in accordance
with the Engagement Letter and may seek to be relieved of its duties should their be insufficient
funds in such chapter 7 case to enable the chapter 7 trustee to pay Omni's fees and expenses; and
it is further
ORDERED that this Court shall retain jurisdiction over any issues arising fiom
the implementation or interpretation of this order.
Dated: March__, 2010
United States Bankruptcy Judge
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