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In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter II
CRDENTIA CORP., eta!./ Case No. 1 0 - ~ ~ -
Debtors. (Joint Administration Requested)
MOTION OF DEBTORS FOR THE ENTRY OF AN ORDER (I) APPROVING
DISCLOSURE STATEMENT, (II) ESTABLISHING PROCEDURES FOR
SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT
JOINT CHAPTER 11 PLAN OF REORGANIZATION, (III) ESTABLISHING
VOTING RECORD DATE, (IV) SCHEDULING A HEARING ON
CONFIRMATION OF JOINT PLAN OF REORGANIZATION, (V) APPROVING
THE FORM OF BALLOTS AND SOLICITATION MATERIALS, (VI)
APPROVING RELATED NOTICE PROCEDURES, (VII) APPROVING THE
BALLOTING AGENT, (VIII) APPROVING CURE PROCEDURES AND (IX)
GRANTING RELATED RELIEF
The above-captioned debtors and debtors in possession (collectively, the
"Debtors" or the "Company"), by and through their undersigned counsel, hereby move (the
"Motion"), pursuant to section 1125, 1126 and 1128 of title II of the United States Code, II
U.S.C. 101 et seq. (the "Bankruptcy Code") and Rules 2002(b), 3016, 3017, 3018, and 3020
of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 3017-1 of the
Local Rules for the United States Bankruptcy Court for the District of Delaware (the "Local
Rules") for the entry of an order: (i) approving the Disclosure Statement (as defined below), (ii)
establishing procedures for solicitation and tabulation of votes to accept or reject the Plan (as
defined below), (iii) establishing voting record date, (iv) scheduling a hearing on confirmation of
the Plan, (v) approving the form of ballots and solicitation materials, (vi) approving related
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The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia Corp.(5701),
ATS Universal, LLC (3980), Baker Anderson Orristie, Inc. (3631), CRDE Corp. (2509), GHS Acquisition
Corporation (9736), Health IudustryProfessionals, LLC (4246), HIP Holdiug, Iuc. (3468), MP Health Corp. (4403),
New Age Staffing, Iuc. (1214) and Nurses Network, Iuc. (6291). The Debtors' mailiug address for purposes of these
cases is 1964 Howell Branch Road, Ste. 206, Wiuter Park, Florida 32792.
notice procedures, (vii) approving the balloting agent, (viii) approving cure procedures and (ix)
granting related relief. In supp01t of the Motion, the Debtors respectfully represent as follows:
JURISDICTION, VENUE AND STATUTORY PREDICATES
1. This Comt has jurisdiction over this Motion pursuant to 28 U.S. C. 157
and 1334. Venue is proper in this District pursuant to 28 U.S. C. 1408 and 1409. This matter
is a core proceeding pursuant to 28 U.S. C. 157(b)(2).
2. The statutory bases for the relief requested herein are sections 105(a),
1125, 1126 and 1128 of the Bankruptcy Code, as supplemented by Bankruptcy Rules 2002(b),
3016(b), 3017, 3018 and 3020 and Local Rule 3017-1.
BACKGROUND
3. The Debtors commenced these cases by the filing of voluntary petitions
for relief under chapter 11 of the Bankruptcy Code on March 17, 2010 (the "Petition Date").
Pursuant to sections 11 07( a) and 1108 of the Bankruptcy Code, the Debtors are operating their
businesses and managing their affairs as debtors in possession. As of the date hereof, no
creditors committee, trustee or examiner has been appointed in any of these chapter 11 cases.
4. A description of the Debtors' businesses, capital structure, and the
circumstances leading to these chapter II filings are contained in the Declaration of Rebecca
Irish in Support of the Debtors' Chapter II Petitions and First Day Pleadings (the "Irish
Declaration"), filed contemporaneously herewith and incorporated herein by reference.
5. Contemporaneous with the filing of this Motion, the Debtors have filed the
Motion Of Debtors For An Order (I) Establishing Bar Dates For Filing Proofs Of Claim And
Requests For Payment Of Administrative Expenses, (II) Approving Proof Of Claim And
Administrative Expense Payment Request Forms, Bar Date Notices And Mailing And Publication
Procedures And (III) Providing Certain Supplemental Relief, pursuant to which the Debtors are
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requesting the Comi to, among other things, establish the general bar date by which all creditors
and ce1iain interest holders must file proofs of claim in these chapter II cases (the "General Bar
Date").
RELIEF REQUESTED
6. The Debtors submit this Motion in connection with the Debtors' proposed
disclosure statement, dated March 17, 2010 (as the same may be amended or modified, the
"Disclosure Statement") relating to the Debtors' Joint Chapter II Plan of Reorganization, dated
March 17, 20 I 0 (as the same may be amended or modified, the "Plan").
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As set forth herein, the
Debtors seek the entry of an order, substantially in the form attached hereto as Exhibit A (the
"Disclosme Statement Order"), granting the following relief:
a) Approving the Disclosme Statement as containing "adequate information" with
respect to the Plan and authorizing the Debtors to solicit acceptances or rejections
of the Plan from the pmiies entitled to vote thereon in the manner set forth in this
Motion;
b) Scheduling a hearing (the "Confirmation Hearing") to consider Plan confirmation
pursuant to section 1129 of the Bankruptcy Code and approving the form and
manner of notice related thereto;
c) Fixing the time and manner for filing objections to Plan confirmation;
d) Establishing procedures for solicitation and tabulation of votes to accept or reject
the Plan;
e) Setting a record date for determining the creditors and holders of securities who
may vote on the Plan;
f) Designating Omni Management Group, LLC as the Debtors' balloting agent with
authority to mail and tabulate ballots for purposes of voting on the Plan and
provide related services in connection with voting on the Plan (the "Balloting
Agent");
g) Approving cure procedures; and
h) Granting such other and further relief as the Comi may deem just and proper.
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Capitalized Terms not defined herein have the meaning ascribed to them in the Plan.
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DISCLOSURE STATEMENT
I. Adequacy of Disclosure Statement
7. Section 1125 of the Bankruptcy Code requires that a disclosure statement
be approved by the comt as containing "adequate information" prior to a debtor's solicitation of
acceptances or rejections of a reorganization plan. 11 U.S.C. 1125(b). "Adequate
information" is defined in the Bankruptcy Code as:
[I]nformation of a kind, and in sufficient detail, as far as is
reasonably practicable in light of the nature and history of the
debtor and the condition of the debtor's books and records,
including a discussion of the potential material Federal tax
consequences of the plan to the debtor, any successor to the debtor,
and a hypothetical investor typical of the holders of claims or
interests in the case, that would enable such a hypothetical investor
of the relevant case to make an informed judgment about the plan,
but adequate information need not include such information about
any other possible or proposed plan and in determining whether a
disclosure statement provides adequate information, the court shall
consider the complexity of the case, the benefit of additional
information to creditors and other parties in interest, and the cost of
providing additional information.
II U.S.C. 1125(a). The Debtors' disclosure statement therefore must, as a whole, provide
information that is reasonably practicable to permit an informed judgment by impaired creditors
entitled to vote on the plan. See Krysta Cadillac-Oldsmobile GMC Truck, Inc. v. General
Motors Corp., 337 F3d 314, 322 (3d Cir. 2003). The bottom-line requirement of a disclosure
statement is that it "must clearly and succinctly infonn the average unsecured creditor what it is
going to get, when it is going to get it, and what contiogencies there are to gettiog its
distribution." In re Fevretti, 128 B.R. 16, 19 (Bankr. D. N.M. 1991).
8. In evaluating whether a disclosure statement provides "adequate
information," comts adhere to section 1125's instruction that making this determioation is a
flexible exercise based on the facts and circumstances of each case and is within the broad
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discretion ofthe Court. See 11 U.S.C. 1125(a)(1) ("[A]dequate information means information
of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and
history of the debtor and the condition of the debtor's books and records .... ") (emphasis
added); see also Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.2d 414, 417 (3d Cir.
1988) (stating that "[f]rom the legislative history of 1125 we discern that adequate information
will be dete1mined by the facts and circumstances of each case"); First Am. Bank of New York
v. Century Glove, Inc., 81 B.R. 274, 279 (D. Del. 1988) (noting that adequacy of disclosure for a
particular debtor will be dete1mined based on how much infmmation is available fiom outside
sources); S. Rep. No. 95-989, at 121 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 5907 ("[T]he
information required will necessarily be governed by the circumstances of the case.").
9. In accordance with these precepts, the Disclosure Statement provides a
review of the Debtors' assets and liabilities, the circumstances leading to the commencement of
these chapter 11 cases and a thorough summary of the Plan.
10. Specifically, the Debtors' Disclosure Statement contains the pertinent
information necessary for holders of eligible claims to make an infmmed decision about whether
to vote to accept or reject the Plan, including, among other things, information regarding:
the Plan, including a summary of the classification and treatment of all classes
of creditors and equity interests;
the history of the Debtors, including certain events leading to the
commencement of the chapter 11 cases;
the operation of the Debtors' business and significant events preceding the
chapter 11 cases;
the Debtors' prepetition capital structure and indebtedness;
the procedures for asse1iing ce1iain claims against the Debtors' estates;
certain risk factors to consider that may affect the Plan;
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cetiain federal income tax law consequences of the Plan;
the provisions governing distributions under the Plan; and
the means for implementation of the Plan.
II. The Debtors respectfully submit that the Disclosure Statement complies
with all aspects of section 1125 of the Bankruptcy Code. To the extent necessary, the Debtors
will demonstrate at the hearing on approval of the Disclosure Statement that the Disclosure
Statement addresses the information set forth above in a manner that provides those entities
entitled to vote on the Plan with adequate information within the meaning of section 1125.
SOLICITATION PROCEDURES
I. Procedures for Solicitation and Tabulation of Votes
A. Approval of Forms of Ballots
12. In accordance with Bankruptcy Rules 3017(d) and 3018(c), the Debtors
propose to mail to the holders of Claims (the "Claimholders") entitled to vote on the Plan, one or
more form ballots, substantially in the forms annexed hereto collectively as Exhibit B and
incorporated herein by reference (collectively, the "Ballots"). The Ballots are substantially
similar to Official Form No. 14, but have been modified to be consistent with the specific
provisions of the Plan. The Ballots shall be delivered with instructions for completion. The
Debtors propose that the appropriate form of Ballot be distributed to the Claimholders in the
following classes entitled to vote to accept or reject the Plan (the "Voting Classes"):
Ballot No.1 Class 2 Claims Ballot Prepetition Secured Lender
Claims
Ballot No.2 Class 5 Claims Ballot General Unsecured Claims
13. The foregoing Voting Classes are the only classes that will receive Ballots
as they are the only classes of Claims or Interests tltat will be entitled to vote under the Plan.
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The remaining classes of Claims and Interests set forth below (the "Non-Voting Classes" and
together with the Voting Classes, the "Classes") are not entitled to vote on the Plan as they have
been conclusively presumed to have accepted the Plan in accordance with section 1126() or
rejected the Plan in accordance with section 1126(g) ofthe Bankruptcy Code, as indicated:
Class 1 Other Priority Claims Deemed Accepting -
Unimpaired
Class 3 Other Secured Claims Deemed Accepting -
Unimpaired
Class 4 DIP Loan Claims Deemed Accepting -
Unimpaired
Class 6 Trade Claims Deemed Accepting -
Unimpaired
Class 7 Intercompany Claims Deemed Rejecting - Will not
receive or retain any property
Class 8 Interests in the Subsidiaries Deemed Accepting -
Unimpaired
Class 9 Interests in Crdentia Deemed Rejecting- Will not
receive or retain any property
14. In accordance with Bankruptcy Rule 3017(d), the Debtors propose that the
aforementioned Non-Voting Classes of Claims and Interests not entitled to vote on the Plan
receive a notice to that effect, substantially in the form of Exhibit C attached hereto and
incorporated herein by reference (the "Non-Voting Notice"), and not receive a Solicitation
Package (as defined herein). However, a copy of the Plan and Disclosure Statement will be
made available to holders of Claims and Interests in the Non-Voting Classes upon written
request to proposed counsel for the Debtors.
15. The Debtors respectfully submit that the proposed Ballots are
appropriately tailored to the Plan and comply with Bankruptcy Rules 3017 and 3018.
Accordingly, by this Motion, the Debtors request that the Comt approve the proposed Ballots,
attached hereto as Exhibit B.
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B. Voting Deadline for the Receipt of Ballots
16. Bankruptcy Rule 3017(c) provides that, "[o]n or before approval of the
disclosure statement, the court shall fix a time within which the holders of claims and interests
may accept or reject the plan .... " The Debtors anticipate commencing the Plan solicitation
period by mailing the Ballots, and other approved solicitation materials to the Voting Classes no
later than five (5) days after the entry of an order approving the Disclosure Statement. Based on
this schedule, the Debtors propose that all Ballots being cast must be properly executed,
completed and delivered, by either mail, overnight courier, or personal delivery, to the Balloting
Agent, so that the Ballots are actually received no later than 4:00 p.m., prevailing Bastem Time,
on May 13, 2010 (the "Voting Deadline"). This date will give Claimholders sufficient time to
review the solicitation materials and vote, and provides the Debtors with enough time to tabulate
the Ballots and prepare for issues that may be raised by the voted Ballots prior to the
Confirmation Hearing. Ballots received by facsimile or electronic mail will not be accepted or
counted.
C. Procedures for Tabulating Votes
17. Section 1126( c) of the Bankruptcy Code provides that a class of claims
has accepted a plan if such plan has been accepted by creditors that hold at least two-thirds in
dollar amount and more than one-half in number of the allowed claims in that class that have
actually cast ballots for acceptance or rejection of the plan. See 11 U.S.C. 1126(c). At this
stage of these chapter 11 cases, and in light of the expeditious nature of these proceedings, the
claims process has yet to occur, and it would not be to the estates' advantage to defer
confirmation of the Plan until a claims filing/objection process has been initiated and completed.
Accordingly, solely for the purposes of voting on the Plan-and not for the purpose of allowance
of or distributions on account of any Claims and without prejudice to the Debtors' rights in any
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other context-the Debtors propose that each Claim within a Voting Class entitled to vote to
accept or reject the Plan be temporarily allowed, in accordance with the following rules (the
"Tabulation Rules"):
a) If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities (the
"Schedules") in an amount greater than $0.00 and not listed as "disputed,"
"contingent," or "unliquidated" in the Schedules, such Claim will be temporarily
allowed for voting purposes in the amount set fmih in the Schedules.
b) If a proof of claim has been filed on account of such Claim before the Record
Date (as defined below), such Claim will be temporarily allowed for voting
pmposes in the noncontingent, liquidated and undisputed amount set fmih in the
proof of claim
c) If a proof of claim is filed dming the period commencing on the Record Date
through and including the General Bar Date (a "Post-Record Date Filed Claim'')
and such Claimant wants such Claim to be temporarily allowed for voting
purposes in the amount set forth in such Post-Record Date Filed Claim, then the
person or entity filing such Post-Record Date Filed Claim must (i) serve the
Balloting Agent by mail, overnight courier or personal delivery with a written
request for a provisional ballot (a "Provisional Ballot") so that such request is
received no later than the General Bar Date and (ii) timely file a Rule 3018
Motion (as defined below) in the manner herein prescribed.
d) If a Claim is deemed allowed under the Plan, such Claim will be temporarily
allowed for voting purposes in the amount set forth therein.
e) If a Claim is listed on the Schedules, or a proof of claim filed before the Record
Date is identified on its face, as contingent, unliquidated or disputed, either in
whole or in part, only the noncontingent, liquidated and undisputed portion, if
any, of such Claim will be deemed temporarily allowed for voting purposes,
subject to the other Tabulation Rules, and the remaining pmiion of such Claim
will be disallowed for voting pmposes.
f) If a Claim has been allowed pursuant to a stipulation approved by the Comi, such
Claim will be deemed allowed for voting purposes in the amount set fmih in such
stipulation.
g) If a Claim has been estimated or othe1wise allowed for voting purposes by order
of the Court, such Claim will be temporarily allowed for voting purposes in the
amount so estimated or allowed by the Comi.
h) If on or before April28, 2010 the Debtors have filed and served an objection to or
motion to disallow or reclassifY a Claim, or to allow or estimate the Claim in an
amount different from the amount asseJied in the Claim, such Claim will be
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temporarily allowed for voting purposes in the lesser amount and classification
requested by such objection or motion.
i) If a holder of a Claim identifies a Claim amount in its Ballot that is less than the
amount otherwise calculated in accordance with the Tabulation Rules, the Claim
will be temporarily allowed for voting purposes in the lesser amount identified on
such Ballot.
j) Creditors will not be entitled to vote Claims to the extent such Claims duplicate or
have been superceded by other Claims filed by or on behalf of such creditors.
The Balloting Agent will determine whether a Claim is duplicative or superceded
in the Balloting Agent's discretion.
k) A party shall not be entitled to a vote on the Plan based upon a guarantee or other
theory of payment. There shall be allowed only one vote per Claim regardless of
how many Debtors may be subject to legal liability.
18. The foregoing Tabulation Rules are subject to further order of the Court to
the extent that a party moves for temporary allowance of its Claims or Interests in an amount
which is different fiom the amount that otherwise would apply to such Claim or Interest under
the Tabulation Rules.
19. The Debtors also propose the following additional procedures be utilized
in tabulating the Ballots (the "Tabulation Procedures"):
a) Except to the extent the Debtors otherwise determine, or as pemritted by the
Court, any Ballots received after the Voting Deadline will not be accepted or
counted by the Debtors in connection with the Debtors' request for confirmation
of the Plan.
b) Any Ballot which is otherwise properly completed, executed and timely returned
that does not indicate an acceptance or rejection of the Plan shall not be counted.
c) Any Ballot which is retumed indicating acceptance or rejection of the Plan but
which is unsigned shall not be counted.
d) Whenever a Claimholder casts more than one Ballot voting the same Claim or
Interest prior to the Voting Deadline, only the last timely Ballot received will be
deemed to reflect the voter's intent and will thus supersede any prior Ballots.
e) If a Claimholder casts simultaneous duplicative Ballots which are voted
inconsistently, such Ballots shall count as one vote accepting the Plan and the
releases contained therein.
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f) Each Clairnholder shall be deemed to have voted the full amount of its Claim or
Interest as set f01th on the Ballot.
g) Clairnholders shall not split their vote within a Claim, thus each Claimholder shall
vote all of its Claim within a particular class either to accept or reject the Plan.
h) Ballots partially rejecting and pattially accepting the Plan shall not be counted.
i) The method of delivery of Ballots to the Balloting Agent is at the risk of each
Clairnholder, and such delivery will be deemed made only when the original
Ballot is actually received by the Balloting Agent.
j) No Ballot should be sent to the Debtors, agents of the Debtors (other than the
Balloting Agent) or the Debtors' financial or legal advisors (other than the
Balloting Agent).
k) The Debtors expressly reserve the right to amend the terms ofthe Plan (subject to
compliance with section 1127 of the Bankruptcy Code). If the Debtors make
material changes in the terms of the Plan, the Debtors will disseminate additional
solicitation materials and extend the solicitation period, in each case to the extent
required by law or further order of the Coutt.
I) If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation, or other person acting in a fiduciary or
representative capacity on behalf of a Claimholder, such person shall be required
to indicate such capacity when signing and, at the Balloting Agent's discretion,
must submit proper evidence satisfactory to the Balloting Agent to so act on
behalf of the Clairnholder.
m) The Debtors, in their sole discretion, subject to contrmy order of the Court, may
waive any defect in any Ballot at any time, either before or after the close of
voting, and without notice. Unless the Ballot being furnished is timely submitted
on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject
such Ballot as invalid and, therefore, not count it in connection with confirmation
of the Plan.
n) In the event a designation is requested under section 1126( e) of the Bankruptcy
Code, any vote to accept or reject the Plan cast with respect to such Claim will not
be counted for purposes of determining whether the Plan has been accepted or
rejected, unless the Coutt orders otherwise.
o) Any Claimholder who has delivered a valid Ballot voting on the Plan may
withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).
p) Subject to any contraty order of the Coutt, the Debtors reserve the absolute right
to reject any and all Ballots not proper in form, the acceptance of which would, in
the opinion of the Debtors or their counsel, not be in accordance with the
provisions of the Bankruptcy Code or the Disclosure Statement Order.
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q) Subject to any contraty order of the Court, the Debtors further reserve the right to
waive any defects or inegulmities or conditions of delivery as to any particular
Ballot unless otherwise directed by the Court.
r) Unless waived or as ordered by the Court, any defects or inegulmities in
connection with deliveries of Ballots must be cured within such time as the
Debtors (or the Comt) determines, and unless otherwise ordered by the Court,
delivery of such Ballots will not be deemed to have been made until such
inegulmities have been cured or waived.
s) Neither the Debtors, nor any other person or entity, will be under any duty to
provide notification of defects or inegulmities with respect to deliveries of Ballots
nor will any of them incur any liabilities for failure to provide such notification.
Unless otherwise directed by the Conrt, delivery of such Ballots will not be
deemed to have been made until such irregularities have been cured or waived.
Ballots previously furnished (and as to which any inegularities have theretofore
not been cured or waived) will not be counted.
t) Any Ballot received by telecopier, facsimile or other electronic communication
shall not be counted.
u) For purposes of determining whether the numerosity and amount requirements of
section 1126( c) of the Bankmptcy Code have been satisfied, the Balloting Agent
will tabulate only those Ballots received prior to the Voting Deadline.
20. Upon completion of balloting, the Balloting Agent will ce1tify the amount
and number of allowed Claims of each Voting Class accepting or rejecting the Plan and the
amount of allowed Interests of each Voting Class accepting or rejecting the plan. The Debtors
will file such ce1tifications with the Comt prior to the Confirmation Hearing.
21. The Debtors respectfully submit that the Tabulation Rules and Tabulation
Procedures will establish a fair and equitable voting process, particularly given the right of
patties to seek temporaty allowance of their Claims on some other basis, as described in greater
detail below. Therefore, the Debtors seek this Comt's approval of such proposed rules.
D. Procedures for Temporary Allowance of Claims
22. The Debtors propose that (i) any holder of a Claim that seeks to challenge
the temporaty allowance of its Claim for voting purposes based on the Tabulation Rules and
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Tabulation Procedures, or (ii) any party that has timely filed a Post-Record Date Filed Claim, be
required to file a motion, pursuant to Bankruptcy Rule 3018(a)/ for an order temporarily
allowing its Claim in a different amount or classification for purposes of voting to accept or
reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on the Debtors so that it
is received no later than 4:00p.m, prevailing Eastem Time, on May 7, 2010. The Debtors will
then have until May 14, 2010, (a) to file and serve any responses to Rule 3018 Motions and (b)
coordinate with the Comt to schedule a hearing on or about May 17, 2010, which may be the
hearing on confirmation of the Plan, to adjudicate all pending Rule 3018 Motions and responses
thereto. In accordance with Bankluptcy Rule 3018, the Debtors further propose that any Ballot
submitted by a Claimholder that ftles a Rule 3018 Motion will be counted solely in accordance
with the Tabulation Rules and other applicable provisions contained herein unless and until the
underlying Claim is temporarily allowed by the Court for voting purposes in a different amount,
after notice and a hearing.
II. Confirmation Hearing, Record Date and Solicitation Packages
a) The Confirmation Hearing and Notice Thereof
23. Bankruptcy Rule 3017(c) provides that, on or before the approval of the
Disclosure Statement, the Court "may fix the date for the hearing on confirmation." In
accordance with this provision, the Debtors' request that the Confirmation Hearing be set for a
date on or about May 17, 2010. In the interests of orderly procedure, the Debtors further request
that objections to confmnation of the Plan, if any, must: (a) be in writing; (b) state the name and
address of the objecting pmty and the nature of the Claim or Interest of such party; (c) state with
pmticularity the basis and nature of any objections to confirmation of the Plan; and (d) be filed
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Bankruptcy Rule 3018(a) provides, io relevant part, that the "court after notice and heariog may temporarily allow
the claim or ioterest io an amount which the court deems proper for the purposes of acceptiog or rejecting a plan."
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with the Comt and served on: (i) the Debtors, Crdentia Corp., 1964 Howell Branch Road, Ste.
206, Winter Park, Florida 32792 (Attn: Rebecca Irish); (ii) co-counsel for the Debtors, Gersten
Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and Bayard, P.A., Attn:
Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wihnington, DE 19801,
jedmonson@bayardlaw.com; (iii) counsel for the Debtors' seemed lender, ComVest Capital,
LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A Pitta, Esq, 65 Livingston Avenue,
Roseland, New Jersey 07068; (iv) the United States Trustee for the District of Delaware, 844
King Street, Suite 2207, Wihnington, DE 19801; and (v) counsel for any statutory committee(s)
appointed in these cases, so that they are received no later than 4:00 p.m., prevailing Eastern
Time, on May 10, 2010 (the "Confirmation Objection Deadline"). The Debtors reserve the right
to file a consolidated reply to any such objection no later than May 14, 2010.
24. Bankruptcy Rule 2002(b) requires that the Debtors provide notice to all
creditors and parties in interest at least 28 days prior to the deadline for filing objections to
confirmation of the Plan, and the Confirmation Hearing. Bankruptcy Rule 2002( d), in tum,
requires that equity security holders be given notice of these matters in the manner and form
directed by the Comt. In accordance with these provisions, the Debtors propose to serve a copy
of the notice substantially in the form attached hereto as Exhibit D (the "Confirmation Hearing
Notice") on: (a) all pmties set forth on the creditors matrix maintained by the Debtors' Balloting
Agent and supplied to the Clerk of the Bankruptcy Court, (b) all members of the Voting Classes,
(c) the Secmities and Exchange Commission, (d) Intemal Revenue Service, (e) the United States
Attomey for the District of Delaware, (f) the United States Trustee, (g) the registered holders of
the Interests, who shall be responsible for service to the beneficial holders, and (h) all parties
who have filed a request for notice under Bankruptcy Rule 2002(i). The Confi:tmation Hearing
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Notice sets fmth: (a) the Voting Deadline for the submission of Ballots to accept or reject the
Plan; (b) the deadline for filing Rule 3018 Motions; (c) the Confirmation Objection Deadline;
and (d) the time, date and place of the Confirmation Hearing.
25. In addition to mailing the Confirmation Hearing Notice, the Debtors
propose to publish a shmtened version of the Confirmation Hearing Notice at least once no later
than twenty (20) days before the Confirmation Objection Deadline in the National Edition of The
Wall Street Journal.
b. The Record Date
26. Bankruptcy Rule 3017(d) provides that the Couti may set the date on
which the Disclosure Statement is approved as the record date for determining which creditors
and equity security holders are entitled to receive solicitation materials, including ballots for
voting on a plan of reorganization. See Fed. R. Bankr. P. 3017(d). Accordingly, the Debtors
request that the Court establish March 17, 2010 as the record date (the "Record Date") for
purposes of determining which holders of Claims are entitled to receive Solicitation Packages
and, as applicable, vote on the Plan, provided, however, that Claimholders shall have the right to
file Rule 3018 Motion pursuant to the Tabulation Rules and Tabulation Procedures.
27. With respect to any transferred Claim, the Debtors propose that the
transferee will be entitled to receive a Solicitation Package and cast a Ballot on account of the
transfened Claim only if: (a) all actions necessary to effect the transfer of payment and interest
of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed by the Record Date
(including without limitation, the passage of any applicable objection period); or (b) the
transferee files, no later than the Record Date, (i) the documentation required by Bankruptcy
Rule 3001(e) to evidence the transfer and (ii) a sworn statement of the transferor supporting the
validity of the transfer.
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c. The Solicitation Packages
28. Bankruptcy Rule 3017(d) identifies the materials that must be provided to
the claimholders for purposes of soliciting votes and providing adequate notice of the hearing on
confirmation of a plan:
Upon approval of a disclosure statement,-except to the extent that
the court orders otherwise with respect to one or more unimpaired
classes of creditors or equity security holders-the debtor in
possession, trustee, proponent of the plan, or clerk as the court
orders shall mail to all creditors and equity security holders, and in
a chapter 11 reorganization case shall transmit to the United States
trustee,
(1) the plan or a court-approved summary of the plan;
(2) the disclosure statement approved by the comt;
(3) notice of the time within which acceptances and
rejections of the plan may be filed; and
( 4) any other information as the comt may direct,
including any court opmron approving the
disclosure statement or a court-approved summary
of the opinion.
In addition, notice of the time fixed for filing objections and the
hearing on confirmation shall be mailed to all creditors and equity
security holders in accordance with [Bankruptcy] Rule 2002(b),
and a form of ballot conforming to the appropriate Official Form
shall be mailed to creditors and equity security holders entitled to
vote on the plan.
Fed. R. Bankr. P. 3017(d).
29. In accordance with Bankruptcy Rule 30 17( d), the Debtors propose that,
after entry of the order approving the Disclosure Statement, the following materials be mailed by
the Balloting Agent to all Claimholders in the Voting Classes (the "Solicitation Package"):
a) the Confirmation Hearing Notice;
b) the Disclosure Statement (together with exhibits thereto, including the Plan, that
have been filed with the Court as of the date of mailing);
16
c) any applicable letters from the Debtors and any other parties in interest
recommending that the Claimholders vote to accept the Plan, which letters shall
be filed with the Comt prior to the hearing on approval of the Disclosure
Statement;
d) an appropriate form of Ballot, and a Ballot return envelope; and
f) a copy of the Disclosure Statement Order of the Bankruptcy Court approving the
Disclosure Statement.
30. Consistent with sections 1126(f) and 1126(g) of the Bank:mptcy Code and
Bankruptcy Rule 3017(d), the Debtors request that no Solicitation Packages be mailed to holders
of Claims and Interests in Classes that are conclusively deemed to accept or reject the Plan;
namely, the Non-Voting Classes. However, as previously noted, in accordance with Bankmptcy
Rule 3017(d), the Debtors propose that the Non-Voting Classes shall receive the Non-Voting
Notice, substantially in the form of Exhibit C attached hereto.
31. The Balloting Agent will mail the Solicitation Packages no later than five
(5) business days after the entry of an order approving the Disclosure Statement to: (a) the
holders of Claims in the Voting Classes, as applicable, (b) all pmties that have filed requests for
notice in the chapter 11 cases on or before the Record Date; and (c) the United States Trustee for
the District of Delaware.
32. The Debtors submit that the foregoing procedures for providing notice of
the Confnmation Hearing, the Confirmation Objection Deadline and related matters fully comply
with Bankmptcy Rules 2002 and 3017 and the time limits set forth therein, and are both fair to
holders of Claims and Interests and other parties in interest and are calculated to result in votes
and objections that will be known in sufficient time to permit an organized and efficient
Confi1mation Heming. Accordingly, the Debtors respectfully request that the Comt approve such
notice procedures as appropriate under the circumstances and in compliance with the
requirements of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.
17
I
33. Notwithstanding the foregoing notice requirements, the Debtors seek a
wmver fiom the service requirements with respect to the Confirmation Heming Notice and
Solicitation Package for parties on whom the Disclosure Statement Hearing Notice was served
but retumed as undeliverable and the Debtors could not locate a cunent address after reasonable
diligence.
d. Cure Procedures
34. The Plan contemplates the assumption of all executory contracts and
unexpired leases indentified on a Plan Supplement to be filed prior to confirmation. The Debtors
have formulated and request approval of the following procedures for determining cure amounts
tlnough the Confirmation Date (as defined in the Plan) of the Plan (including amounts of
compensation for actual pecuniary loss, the "Cure Amounts") and the deadline for objections to
the assumption and/or assignment of contracts and/or leases to be assumed and/or assigned in
connection with the Plan (collectively, the "Cure Procedures"):
(a) No later than the deadline set forth in the Plan for the filing of the Plan
Supplement, the Debtors, in consultation with the Secured Lender, shall
prepare, file with the Comt and distribute to non-Debtor pmties to any
executory contracts and unexpired non-residential real prope1ty leases
anticipated to be assumed pursuant to the Plan (the "Anticipated Assumed
Contracts and Leases") a notice (a ''Notice of Assignment") listing (i) the
Anticipated Assumed Contracts and Leases, and (ii) the Cure Amounts, if
any.
(b) The non-Debtor pmties to the Anticipated Assumed Contracts and Leases
shall have until May 13, 2010 at 4:00 p.m. (prevailing Eastern Time)
(the "Contract Objection Deadline"), which deadline may be extended in
the sole discretion ofthe Debtors, in consultation with Com Vest, to object
(a "Contract Objection") to (i) the Cure Amounts listed by the Debtors and
to propose alternative cure amounts, and/or (ii) the proposed assumption
and assignment of the Anticipated Assumed Contracts and Leases
pursuant to the Plan.
(c) Any pmty objecting to the Cure Amounts, whether or not such pmty
previously has filed a proof of claim with respect to amounts due under
the applicable agreement, or objecting to the potential assumption and
18
i
(d)
assignment of Anticipated Assumed Contracts and Leases, shall be
required to file and serve a Contract Objection, in writing, setting fmth
with specificity any and all cure obligations that the objecting party asse1ts
must be cured or satisfied in respect of the Anticipated Assumed Contracts
and Leases and/or any and all objections to the potential assumption and
assignment of such agreements, together with all documentation
supporting such cure claim or objection, upon the Objection Notice Parties
so that the Contract Objection is received no later than 4:00 p.m.
(prevailing Eastern Time) on the Contract Objection Deadline or the
Amended Contract Objection Deadline, as applicable. If a Contract
Objection is timely filed, the Banktuptcy Comt shall hear any such
Contract Objection and determine the amount of any disputed cure amount
or objection to assumption and assignment not settled by the parties at the
Confirmation Hearing or such later date as the Court may deem
appropriate.
In the event that no Contract Objection is timely filed, the applicable pmty
shall be deemed to have consented to the Cure Amount proposed by the
Debtors and shall be forever enjoined and barred from seeking any
additional amount on account of the Debtors' cure obligations under
section 365 of the Bankruptcy Code or otherwise fiom the Debtors, their
estates, the Reorganized Debtors, Com Vest, the purchaser or their
respective prope1ties on account of the assumption and assignment of such
executory contract or unexpired non-residential real property lease and
deemed to have consented to the proposed assignment and assumption. In
addition, if no timely Contract Objection is filed, the Reorganized Debtors
shall enjoy all of the rights and benefits under all Anticipated Assumed
Contracts and Leases, without the necessity of obtaining any party's
written consent to the Debtors' assumption and assignment of such rights
and benefits, and each such pmty shall be deemed to have waived any
right to object to, consent to, condition or otherwise restrict any such
assumption and assignment.
NO PRIOR REQUEST
35. No prior request for the relief sought herein has been made by the Debtors
to this or any other Comt.
NOTICE
36. No trustee, examiner or creditors' committee has been appointed in these
chapter 11 cases. Copies of this Motion, the Disclosure Statement, the Plan and a notice of the
hearing to approve this Motion and the Disclosure Statement (the "Disclosure Statement
19
Notice") have been served upon the following parties: (a) the United States Tmstee; (b) those
parties listed on the consolidated list of creditors holding the twenty (20) largest unsecured
claims against the Debtors, as identified in their chapter 11 petitions; (c) counsel for Com Vest;
(d) the Securities and Exchange Commission; and (e) all parties filing requests for notice
pursuant to Bankmptcy Rule 2002(i) in these chapter II cases. In addition to serving the
Disclosure Statement Notice on the foregoing parties, the Debtors have served the Disclosure
Statement Notice on all other persons and entities to whom service is required to be made under
Bankmptcy Rule 3017(a). Under the circumstances, the Debtors submit that no other or finiher
notice is required.
CONCLUSION
WHEREFORE, the Debtors respectfully request that the Comi enter an Order,
substantially in the form attached hereto as Exhibit A: (i) approving the Disclosure Statement;
(ii) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan;
(iii) approving the form of Ballots and solicitation materials; (iv) establishing a voting record
date; (v) fixing the date, time and place for the Confirmation Hearing and deadline for filing
objections thereto; (vi) approving the related notice provisions; (vii) approving the Balloting
Agent; (viii) approving cure procedures and ( ix) granting such other and further relief that the
Court deems just and proper.
March 17,2010
Wilmington, Delaware
BAYARD, P.A.
Is/ Jamie L. Edmonson
Jamie L. Edmonson (No. 4247)
222 Delaware A venue, Suite 900
Wilmington, DE 19801
Phone: (302) 655-5000
Fax: (302) 658-6395
-and-
20
GERSTEN SAVAGE, LLP
Paul Rachmuth
600 Lexington A venue
New York, New York 10022
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
Proposed Counsel for the Debtors and
Debtors in Possession
21
EXHIBIT A
Proposed Disclosure Statement Order
I
Inre
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 10-__ _
Debtors. (Joint Administration Requested)
ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) ESTABLISIDNG
PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO
ACCEPT OR REJECT JOINT CHAPTER 11 PLAN OF REORGANIZATION, (III)
ESTABLISIDNG VOTING RECORD DATE, (IV) SCHEDULING A HEARING ON
CONFIRMATION OF JOINT PLAN OF REORGANIZATION, (V) APPROVING
THE FORM OF BALLOTS AND SOLICITATION MATERIALS, (VI)
APPROVING RELATED NOTICE PROCEDURES, (VII) APPROVING THE
BALLOTING AGENT, (VIII) APPROVING CURE PROCEDURES AND (IX)
GRANTING RELATED RELIEF
Upon the motion (the "Motion")
2
of the above-captioned debtors and debtors in
possess10n (collectively, the "Debtors"), for entry of an Order (i) Approving Disclosure
Statement, (ii) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or
Reject Join Plan of Reorganization, (iii) Approving the Form of Ballots and Solicitation
Materials, (iv) Establishing Voting Record Date, (v) Scheduling a Hearing on Confirmation of
Joint Plan or Reorganization, (vi) Approving Related Notice Procedures, (vii) approving the
balloting agent and (viii) granting related relief; and upon consideration of the Motion and all
pleadings related thereto, including the statements of counsel made at the Disclosure Statement
Hearing; and the Court having determined that the legal and factual bases set forth in the Motion
and at the Disclosure Statement Hearing establish just cause for the relief granted herein;
1
The Debtors, along with the last four digits of their federal tax identification numbers, are: Crdentia Corp.(570l),
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) 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.
2
Capitalized terms not defmed herein have the meaning given to them in the Motion.
THE COURT HEREBY FINDS AS FOLLOWS:
A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334.
B. This is a core proceeding pursuant to 28 U.S. C. 157(b)(2).
C. Notice of the Motion and the Disclosure Statement Hearing was sufficient
and proper under the circumstances and complied with the requirements of the Bankmptcy Code,
the Bankmptcy Rules and the Local Rules.
D. The relief requested in the Motion and granted herein is warranted under
the circumstances and is in the best interests of the Debtors, their respective estates and creditors.
E. The Disclosure Statement contains adequate information within the
meaning of section 1125 of the Bankruptcy Code and the solicitation of acceptances or rejections
of the Plan by the use of the Disclosure Statement shall be deemed to be in good faith within the
meaning of section 1125(e) of the Bankruptcy Code.
F. The forms of ballots attached to the Motion as Exhibit B (the "Ballot"):
(i) are consistent with Official Form No. 14, (ii) adequately address the particular needs of these
chapter 11 cases, (iii) are appropriate for each Class of Claims entitled to vote to accept or reject
the Plan, and (iv) comply with Bankruptcy Rule 3017(d).
G. Ballots need not be provided to holders of Claims or Interests in the
following Classes, as such Non-Voting Classes are either Unimpaired and are conclusively
presumed to have accepted the Plan in accordance with section 1126(f) of the Bankruptcy Code
or are Impaired but will neither retain nor receive any property under the Plan and are thus
conclusively deemed to have rejected the Plan under section 1126(g) of the Bankruptcy Code:
Class 1 Other Priority Claims
2
Class 3 Other Secured Claims Deemed Accepting -
Unimpaired
Class4 DIP Loan Claims Deemed Accepting -
Unimpaired
Class 6 Trade Claims Deemed Accepting -
Unimpaired
Class 7 Intercompany Claims Deemed Rejecting - Will not
receive or retain any property
Class 8 Interests in the Subsidiaries Deemed Accepting-
Unimpaired
Class 9 Interests in Crdentia Deemed Rejecting - Will not
receive or retain an.v property
H. The period during which the Debtors may solicit votes to accept or reject
the Plan, as established by this Order, provides sufficient time for Claimholders to make
informed decisions to accept or reject the Plan and submit their Ballots in a timely fashion.
I. The Tabulation Rules and the Tabulation Procedures for the solicitation
and tabulation of votes to accept or reject the Plan, as approved herein, provide a fair and
equitable voting process and are consistent with section 1126 of the Bankruptcy Code.
J. The contents of the Solicitation Packages and the procedures for providing
notice of the Confirmation Hearing and the other matters set forth in the Confirmation Hearing
Notice comply with the Bankruptcy Rules 2002 and 3017 and constitute sufficient notice to all
interested parties in accordance with Bankruptcy Code, the Bankruptcy Rules and the Local
Rules.
ACCORDINGLY, IT IS HEREBY ORDERED:
1. The Motion is GRANTED.
2. The Disclosure Statement is APPROVED.
3. The Debtors are authorized to make non-substantive changes to the
Disclosure Statement without frniher approval of the Court prior to its dissemination, including,
without limitation, changes to conect typographical and grammatical enors and to make
3
:-;
,
conforming changes among the Disclosure Statement, the Plan, and any other materials to be
included in the Solicitation Package prior to their distribution; and it is further
4. The Ballots substantially in the form attached to the Motion as Exhibit B,
including the instmctions attached to the Ballots, are APPROVED.
5. The Ballots shall be distributed to the Claimholders in the following
Voting Classes entitled to vote to accept or reject the Plan:
Ballot No.1 Class 2 Claims Ballot Prepetition Secured Lender
Claims
Ballot No.2 Class 5 Claims Ballot General Unsecured Claims
6. Ornni Management Group, LLC 1s approved and appointed as the
Debtors' balloting agent (the "Balloting Agent").
7. In order to be counted as votes to accept or reject the Plan, all Ballots must
be properly executed, completed and delivered, by either mail, overnight courier or personal
delivery, to the Balloting Agent, so that they are actually received no later than 4:00 p.m.,
prevailing Eastern Time, on [May 13, 2010] (the "Voting Deadline"). Ballots transmitted by
facsimile or electronic mail will not be counted.
8. Solely for the purposes of voting on the Plan-and not for the purpose of
allowance of or distributions on account of any Claim and without prejudice to the Debtors'
rights in any other context-each Claim or Interest within a Voting Class shall be temporarily
allowed in accordance with the following mles (the "Tabulation Rules"):
a) If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities (the
"Schedules") in an amount greater than $0.00 and not listed as "disputed,"
"contingent," or "unliquidated" in the Schedules, such Claim will be temporarily
allowed for voting purposes in the amount set forth in the Schedules.
b) If a proof of claim has been filed on account of such Claim before the Record
Date (as defined below), such Claim will be temporarily allowed for voting
4
purposes in the noncontingent, liquidated and undisputed amount set forth in the
proof of claim.
c) If a proof of claim is filed during the period commencing on the Record Date
tluough and including the General Bar Date (a "Post-Record Date Filed Claim")
and such Claimant wants such Claim to be temporarily allowed for voting
purposes in the amount set forth in such Post-Record Date Filed Claim, then the
person or entity filing such Post-Record Date Filed Claim must (i) serve the
Balloting Agent by mail, overnight courier or personal delivery with a written
request for a provisional ballot (a "Provisional Ballot") so that such request is
received no later than the General Bar Date and (ii) timely file a Rule 3018
Motion (as defined below) in the manner herein prescribed.
d) If a Claim is deemed allowed under the Plan, such Claim will be temporarily
allowed for voting purposes in the amount set forth therein.
e) If a Claim is listed on the Schedules, or a proof of claim filed before the Record
Date is identified on its face, as contingent, unliquidated or disputed, either in
whole or in part, only the noncontingent, liquidated and undisputed portion, if
any, of such Claim will be deemed temporarily allowed for voting purposes,
subject to the other Tabulation Rules, and the remaining portion of such Claim
will be disallowed for voting purposes.
f) If a Claim has been allowed pursuant to a stipulation approved by the Coutt, such
Claim will be deemed allowed for voting purposes in the amount set forth in such
stipulation.
g) If a Claim has been estimated or otherwise allowed for voting purposes by order
of the Coutt, such Claim will be temporarily allowed for voting purposes in the
amount so estimated or allowed by the Court.
h) If on or before [April 28, 201 OJ the Debtors have filed and served an objection to
or motion to disallow or reclassify a Claim, or to allow or estimate the Claim in
an amount different from the amount asserted in the Claim, such Claim will be
temporarily allowed for voting purposes in the lesser amount and classification
requested by such objection or motion.
i) If a holder of a Claim identifies a Claim amount in its Ballot that is less than the
amount otherwise calculated in accordance with the Tabulation Rules, the Claim
will be temporarily allowed for voting purposes in the lesser amount identified on
such Ballot.
j) Creditors will not be entitled to vote Claims to the extent such Claims duplicate or
have been superceded by other Claims filed by or on behalf of such creditors.
The Balloting Agent will determine whether a Claim is duplicative or superceded
in the Balloting Agent's discretion.
5
k) A party shall not be entitled to a vote on the Plan based upon a guarantee or other
theory of payment. There shall be allowed only one vote per Claim regardless of
how many Debtors may be subject to legal liability.
9. The following additional procedures shall be utilized in tabulating the
Ballots (the "Tabulation Procedures"):
a) Except to the extent the Debtors othetwise determine, or as permitted by the
Court, any Ballots received after the Voting Deadline will not be accepted or
counted by the Debtors in connection with the Debtors' request for confrrmation
of the Plan.
b) Any Ballot which is otherwise properly completed, executed and timely retumed
that does not indicate an acceptance or rejection ofthe Plan shall not be counted.
c) Any Ballot which is retumed indicating acceptance or rejection of the Plan but
which is unsigned shall not be counted.
d) Whenever a Claimholder casts more than one Ballot voting the same Claim or
Interest prior to the Voting Deadline, only the last timely Ballot received will be
deemed to reflect the voter's intent and will thus supersede any prior Ballots.
e) If a Claimholder casts simultaneous duplicative Ballots which are voted
inconsistently, such Ballots shall count as one vote accepting the Plan and the
releases contained therein.
1) Each Claimholder shall be deemed to have voted the full amount of its Claim or
Interest as set fmth on the Ballot.
g) Claimholders shall not split their vote within a Claim, thus each Claimholder shall
vote all of its Claim within a patticular class either to accept or reject the Plan.
h) Ballots partially rejecting and pattially accepting the Plan shall not be counted.
i) The method of delivery of Ballots to the Balloting Agent is at the risk of each
Claimholder, and such delivery will be deemed made only when the original
Ballot is actually received by the Balloting Agent.
j) No Ballot should be sent to the Debtors, agents of the Debtors (other than the
Balloting Agent) or the Debtors' financial or legal advisors (other than the
Balloting Agent).
k) The Debtors expressly reserve the right to amend the terms of the Plan (subject to
compliance with section 1127 of the Bankruptcy Code). If the Debtors make
material changes in the terms of the Plan, the Debtors will disseminate additional
solicitation materials and extend the solicitation period, in each case to the extent
required by law or further order of the Comt.
6
;
j
1) If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation, or other person acting in a fiduciary or
representative capacity on behalf of a Claimholder, such person shall be required
to indicate such capacity when signing and, at the Balloting Agent's discretion,
must submit proper evidence satisfactory to the Balloting Agent to so act on
behalf of the Claimholder.
m) The Debtors, in their sole discretion, subject to contrary order of the Comi, may
waive any defect in any Ballot at any time, either before or after the close of
voting, and without notice. Unless the Ballot being furnished is timely submitted
on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject
such Ballot as invalid and, therefore, not count it in connection with confirmation
of the Plan.
n) In the event a designation is requested under section 1126(e) of the Bankmptcy
Code, any vote to accept or reject the Plan cast with respect to such Claim will not
be counted for purposes of determining whether the Plan has been accepted or
rejected, unless the Conti orders otherwise.
o) Any Claimholder who has delivered a valid Ballot voting on the Plan may
withdraw such vote solely in accordance with Bankmptcy Rule 3018(a).
p) Subject to any contrary order of the Court, the Debtors reserve the absolute right
to reject any and all Ballots not proper in form, the acceptance of which would, in
the opinion of the Debtors or their counsel, not be in accordance with the
provisions of the Bankruptcy Code or the Disclosure Statement Order.
q) Subject to any contrary order of the Court, the Debtors futther reserve the right to
waive any defects or irregularities or conditions of delivery as to any particular
Ballot unless otherwise directed by the Court.
r) Unless waived or as ordered by the Court, any defects or inegularities in
connection with deliveries of Ballots must be cured within such time as the
Debtors (or the Comi) determines, and unless otherwise ordered by the Court,
delivery of such Ballots will not be deemed to have been made until such
inegularities have been cured or waived.
s) Neither the Debtors, nor any other person or entity, will be under any duty to
provide notification of defects or inegularities with respect to deliveries of Ballots
nor will any of them incur any liabilities for failure to provide such notification.
Unless otherwise directed by the Comt, delivery of such Ballots will not be
deemed to have been made until such inegularities have been cured or waived.
Ballots previously furnished (and as to which any irregularities have theretofore
not been cured or waived) will not be counted.
t) Any Ballot received by telecopier, facsimile or other electronic communication
shall not be counted.
7
'
,1
u) For purposes of detennining whether the numerosity and amount requirements of
section 1126(c) of the Bankruptcy Code have been satisfied, the Balloting Agent
will tabulate only those Ballots received prior to the Voting Deadline.
10. Upon completion of the balloting, the Balloting Agent will certify the
amount and number of allowed Claims of each Voting Class accepting or rejecting the Plan and
the amount of allowed Interests of each Voting Class accepting or rejecting the Plan. The
Debtors shall cause such certifications to be filed with the Comi prior to the Confirmation
Hearing.
II. If any Claimholder seeks to challenge the allowance of its Claim for
voting purposes m accordance with the Tabulation Rules and Tabulation Procedures, such
Claimholder must file a motion, pursuant to Bankruptcy Rule 30 18( a) for an order temporarily
allowing its Claim or Interest in a different amount or classification for purposes of voting to
accept or reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on the Debtors
so that it is received no later than 4:00p.m., prevailing Eastern Time, on [May 7, 2010]. The
Debtors shall then have until [May 14, 2010], to (a) file and serve any responses to such Rule
3018 Motions, and (b) coordinate with the Comito schedule a hearing to adjudicate and resolve
all pending Rule 3018 Motions and any responses thereto. Any Ballot submitted by a
Claimholder that files a Rule 3018 Motion shall be counted solely in accordance with the
Tabulation Rules and the other applicable provisions of this Order unless and until the
underlying Claim is temporarily allowed by the Court for voting purposes in a different amount,
after notice and a hearing.
12. The Confirmation Hearing is hereby scheduled for [May 17, 2010], at
_:_0 _.m, prevailing Eastern Time. The Confirmation Hearing may be continued from time to
time by the Cmui without finiher notice other than the announcement of the adjourned date(s) at
the Confirmation Hearing or any continued hearing.
8
13. Objections, if any, to confirmation of the Plan must: (a) be in writing; (b)
state the name and address of the objecting party and the nature of the Claim or Interest of such
party; (c) state with pmiicularity the basis and nature of any objections to confirmation of the
Plan; and (d) be filed with the Court and served on: (i) the Debtors, Crdentia Corp., 1964 Howell
Branch Road, Ste. 206, Winter Park, Florida 32792 (Attn: Rebecca Irish); (ii) co-counsel for the
Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and
Bayard, P.A., Attn: Jamie L. Edmonson, 222 Delawme Avenue, Suite 900, Wilmington, DE
19801, jedmonson@bayardlaw.com; (iii) counsel for the Debtors' secured lender, ComVest
Capital, LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A Pitta, Esq, 65 Livingston
Avenue, Roseland, New Jersey 07068; (iv) the United States Trustee for the District of
Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory
comrnittee(s) appointed in these cases (collectively, the "Objection Notice Pmiies"), so that they
are received no later than 4:00 p.m., prevailing Eastern Time, on [May 10, 2010] (the
"Confirmation Objection Deadline"). The Debtors shall have the right to file a consolidated
reply to any such objections no later than [May 14, 2010].
14. Any objection not properly and timely filed and served shall be deemed to
be waived.
15. The Confirmation Hearing Notice in substantially the fmm attached to the
Motion as Exhibit D is APPROVED. The Balloting Agent, Debtors or their respective designees
shall serve copies of the Confirmation Heming Notice, along with the other materials comprising
the Solicitation Package, in accordance with the procedures set fmih below. In addition to
mailing the Confnmation Hearing Notice as pmi of the Solicitation Package, the Confirmation
Hearing Notice shall also be served to (a) all parties set forth on the creditors matrix maintained
9
by the Debtors' Balloting Agent and supplied to the Clerk of the Bankruptcy Court, (b) all
members of the Voting Classes, (c) the Securities and Exchange Commission, (d) Internal
Revenue Service, (e) the United States Attorney for the District of Delaware, (f) the United
States Trustee, (g) the registered holders of the Interests, who shall be responsible for service to
the beneficial holders, and (h) all patties who have filed a request for notice under Bankruptcy
Rule 2002(i). Moreover, a shortened version of the Confirmation Heming Notice shall be
published at least once no later than twenty (20) days before the Confirmation Objection
Deadline in the National Edition of the Wall Street Journal.
16. The Non-Voting Notice for the Non-Voting Classes in substantially the
fonn attached to the Motion as Exhibit C is APPROVED. The Debtors, the Balloting Agent or
their respective designees shall serve a copy of the Non-Voting Notice upon the members of the
Non-Voting Classes.
17. Pursuant to Bankruptcy Rule 3017(d), [Mmch 17, 2010] shall be the
record date for purposes of determining which holders of Claims me entitled to receive
Solicitation Packages and, where applicable, vote on the Plan (the "Record Date").
18. With respect to any transferred Claim, the transferee shall be entitled to
receive a Solicitation Package and cast a Ballot on account of the transferred Claim only if: (a)
all actions necessmy to effect the transfer of payment and interest of the Claim pursuant to
Bankmptcy Rule 3001(e) have been completed by the Record Date (including without limitation,
the passage of any applicable objection period); or (b) the transferee files, no later than the
Record Date, (i) the documentation required by Bankmptcy Rule 3001(e) to evidence the transfer
and (ii) a sworn statement of the transferor suppotting the validity of the transfer.
10
19. The Debtors, the Balloting Agent or their respective designees shall mail
Solicitation Packages containing copies of (a) the Confirmation Hearing Notice; (b) the
Disclosure Statement (together with the exhibits thereto, including the Plan, that have been filed
with the Court before the date of the mailing); (c) any applicable letters from the Debtors and the
Committees recommending that claimants vote to accept the Plan that have been approved by the
Court; (d) a form of Ballot and a Ballot return envelope, and (e) a copy of the Order of the
Bankruptcy Court order approving the Disclosure Statement. Consistent with sections 1126( f)
and 1126(g) of the Bankruptcy Code, Solicitation Packages will not be mailed to holders of
Claims in the Non-Voting Classes.
20. The Debtors, the Balloting Agent or their respective designees will mail
the Solicitation Packages no later than five ( 5) business days after the entry of an order
approving the Disclosure Statement to (a) the holders of Claims in the Voting Classes, as
applicable, (b) all parties that have filed requests for notice in the chapter 11 cases on or before
the Record Date; and (c) the United States Trustee for the District of Delaware.
21. Neither the Debtors nor the Balloting Agent shall be required to serve the
Confirmation Hearing Notice or the Solicitation Package on parties for which the Disclosure
Statement Hearing Notice was served but returned as undeliverable and the Debtors could not
find a better address after reasonable diligence.
22. The Debtors are authorized to make non-substantive changes to any
documents in the Solicitation Package without further approval of the Comt prior to its
dissemination, including, without limitation, changes to conect typographical and grammatical
enors and to make conforming changes among the Disclosure Statement, the Plan, and any other
materials included in the Solicitation Package prior to their distribution.
11
23. The following procedures for determining cure amounts through the
Confirmation Date (as defined in the Plan) of the Plan (including amounts of compensation for
actual pecuniary loss, the "Cure Amounts") and the deadline for objections to the assumption
and/or assignment of contracts and/or leases to be assumed and/or assigned in connection with
the Plan (collectively, the "Cure Procedures") are hereby approved.
(a) No later than the deadline set forth in the Plan for the filing of the Plan
Supplement, the Debtors, in consultation with Com Vest, shall prepare, file
with the Court and distribute to non-Debtor parties to any executory
contracts and unexpired non-residential real property leases anticipated to
be assumed pursuant to the Plan (the "Anticipated Assumed Contracts and
Leases") a notice (a "Notice of Assignment") listing (i) the Anticipated
Assumed Contracts and Leases, and (ii) the Cure Amounts, if any.
(b) The non-Debtor patties to the Anticipated Assumed Contracts and Leases
shall have until [May 13, 2010] at 4:00 p.m. (prevailing Eastern Time)
(the "Contract Objection Deadline"), which deadline may be extended in
the sole discretion of the Debtors, in consultation with Com Vest, to object
(a "Contract Objection") to (i) the Cure Amounts listed by the Debtors and
to propose alternative cure amounts, and/or (ii) the proposed assumption
and assignment of the Anticipated Assumed Contracts and Leases
pursuant to the Plan.
(c) Any patty objecting to the Cure Amounts, whether or not such patty
previously has filed a proof of claim with respect to amounts due under
the applicable agreement, or objecting to the potential assumption and
assignment of Anticipated Assumed Contracts and Leases, shall be
required to file and serve a Contract Objection, in writing, setting fmth
with specificity any and all cure obligations that the objecting party asserts
must be cured or satisfied in respect of the Anticipated Assumed Contracts
and Leases and/or any and all objections to the potential assumption and
assignment of such agreements, together with all documentation
supporting such cure claim or objection, upon the Objection Notice Patties
so that the Contract Objection is received no later than 4:00 p.m.
(prevailing Eastern Time) on the Contract Objection Deadline or the
Amended Contract Objection Deadline, as applicable. If a Contract
Objection is timely filed, the Bankruptcy Comt shall heat any such
Contract Objection and determine the amount of any disputed cure amount
or objection to assumption and assignment not settled by the parties at the
Confirmation Hearing or such later date as the Comt may deem
appropriate.
12
(d) In the event that no Contract Objection is timely filed, the applicable patiy
shall be deemed to have consented to the Cure Amount proposed by the
Debtors aud shall be forever enjoined and baned from seeking any
additional amount on account of the Debtors' cure obligations under
section 365 of the Bankruptcy Code or otherwise from the Debtors, their
estates, the Reorganized Debtors, Com Vest or their respective prope1iies
on account of the assumption and assignment of such executory conhact
or unexpired non-residential real propeliy lease and deemed to have
consented to the proposed assignment and assumption. In addition, if no
timely Contract Objection is filed, the Reorganized Debtors shall enjoy all
of the rights and benefits under all Anticipated Assumed Conhacts and
Leases, without the necessity of obtaining auy paliy's written consent to
the Debtors' assumption aud assignment of such rights aud benefits, and
each such paliy shall be deemed to have waived auy right to object to,
consent to, condition or otherwise restrict auy such assumption and
assignment.
24. Nothing in this Order shall be deemed to constitute a waiver of, determine
or prejudice auy rights or arguments that are the subject of a timely filed Contract Objection. In
addition, notwithstanding the inclusion of au Anticipated Assigned Contract and Lease on a
schedule or the sending of an Assignment Notice to an Assumed Contract and Lease
counterpatiy, the Debtors, in consultation with Com Vest or the purchaser, shall have the right to
decide not to assume aud assign such Anticipated Assumed Contract aud Lease at any time prior
to the Comi's entry of an order approving assumption aud assignment of such Assigned Contract
and Lease or as otherwise permitted pursuant to the terms of the Plan.
25. The Debtors are authorized to take or refrain fi'om taking auy action
necessary or appropriate to implement the terms of, and the relief granted in, this Order without
seeking ftuiher order of the Co mi.
13
.:
'
26. The Court shall retain jurisdiction as to all matters relating to the
interpretation, implementation, and enforcement of this Order.
27. This Order is effective immediately upon ently.
Dated: =c---:--=-"' 2010
Wilmington, Delaware
United States Bankruptcy Judge
14
EXHIBITB
Ballots
"
:-1
In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 1 0-__ _
Debtors. (Joint Administration Requested)
Voting Deadline: 2010, at _: __ .m.
(ET)
(Your Ballot must be actually received by the
Balloting Agent by this deadline)
BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' JOINT
CHAPTER 11 PLAN OF REORGANIZATION
CLASS 2 -Secured Lender Claims
This is a ballot to vote to accept or reject the Debtors' Joint Chapter 11 Plan of Reorganization
(the "Plan").
2
If you have more than one claim entitled to vote, you will receive additional ballot(s) on
which to cast your vote. If you have more than one clam in the same Class, you must vote all claims
within that Class the same way.
PLEASE READ THIS ENTIRE BALLOT BEFORE COMPLETING. PLEASE COMPLETE, :
DATE AND SIGN THIS BALLOT AND RETURN IT IN THE ENCLOSED:
PREADDRESSED, POSTAGE PREPAID ENVELOPE. THIS BALLOT MUST BE:
'
ACTUALLY RECEIVED BY OMNI MANAGEMENT GROUP, LLC (THE:
"BALLOTING AGENT"), 16161 VENTURA BLVD., SUITE C, PMB 426, ENCINO, CA:
91436 (ATTN: PAUL DEUTCH), ON OR BEFORE !MAY 13, 2010], AT 4:00 P.M., :
PREY AILING EASTERN TIME. :
PLEASE READ THE FOLLOWING BEFORE COMPLETING YOUR BALLOT
This Ballot is submitted to you to solicit your vote to accept the Plan, which is described in the
disclosure statement in support of the Plan, dated March 17, 2010 (the "Disclosure Statement"). A copy
of the Plan is attached as Exhibit A to the Disclosure Statement. The United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") approved the Disclosure Statement on[ ___ _
2010]. The Disclosure Statement provides information to assist you in deciding whether to accept or
reject the Plan. A copy of the Disclosure Statement is included with this Ballot.
Please complete, sign and date this Ballot and return it to the Balloting Agent, Omni Management Group,
LLC, 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul Deutch), in the
enclosed preaddressed, postage prepaid envelope. If your Ballot is not ACTUALLY RECEIVED by
4:00p.m., prevailing Eastern Time, on [May 13, 2010] it will not be counted. The Balloting Agent
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, Iuc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Health Industry Professionals, LLC (4246), HIP Holding, Iuc. (3468), MP Health
Corp. (4403), New Age Staffing, Iuc. (1214) and Nurses Network, Iuc. (6291). The Debtors' mailing address for
purposes ofthese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
2
Capitalized terms not otherwise defined shall have the meanings given in the Plan.
will not accept Ballots by facsimile transmission.
By signing this Ballot, you make the following certifications:
"I have received or obtained a copy of the Disclosure Statement and the exhibits thereto,
including the Plan."
"I understand that, if this Ballot is validly executed and returned without checking a box
to ACCEPT or REJECT, this Ballot will not be counted."
"I have the full power and authority to vote to accept or reject the Plan on behalf of the
claimant listed herein."
The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is
accepted by the holders of at least two-thirds in amount and more than one-half in number of the allowed
claims in each class voting on the Plan. In the event the requisite acceptances are not obtained, the
Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan provides
fair and equitable treatment to, and does not discriminate unfairly against, the class or classes rejecting it
and otherwise satisfies the requirements of section 1129 of the Bankruptcy Code. To have your vote
count you must complete and return this Ballot by 4:00p.m., prevailing Eastern Time, so that it is
actually received by the Balloting Agent on or before [May 13, 2010]. Unsigned Ballots will not be
counted.
This Ballot is for voting purposes only and does not constitute and shall not be deemed a proof of
claim or interest or an admission by the Debtors of the validity of a claim or interest.
IF YOU HAVE ANY QUESTIONS CONCERNING THE DISCLOSURE STATEMENT,
THE PLAN, THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A
BALLOT OR ADDITIONAL COPIES OF ANY ENCLOSED MATERIALS, PLEASE
CONTACT PAUL DEUTCH, AT OMNI MANAGEMENT GROUP, LLC, PH: (212) 302-
3580. THE BALLOTING AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE,
TELECOPY TRANSMISSION OR ELECTRONIC MAIL.
BALLOT
r-------------------------------------------------------------------------------------------------------1
I I
' I
1
label i
! i
I '
l _____________________________________________________________________________________________________ j
Item 1: Voting Classification and Amount. As oftherecorddate ofMarch 17,2010, the
nndersigned is a holder of a Class 2 -Secured Lender Claim (as defined in the Plan) against the Debtors
in the amount set forth above for voting purposes.
Item 2: Vote. The undersigned votes the above-listed Class 2 Claim to (check one box):
lo
Accept the Plan
D
Reject the Plan
Name ofCreditor:. ____ ~ - - - - - - - - - - -
(Print or Type)
By: __ __,---c-c--cc----,---:----:----:--,------
(Signature of Creditor or Authorized Agent)
Print Name of Signatory: _____________ _
Title: ________ _,_,_,----------
(If Applicable)
Street Address: _________________ _
(City, State aud Zip Code)
Telephone Number: L_) ____________ _
(Social Security or Federal Tax I. D. No.)
Date Completed: ________________ _
In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., eta!./ Case No. 10-__ _
Debtors. (Joint Administration Requested)
Voting Deadline: 2010, at _: __ .m.
(ET)
(Your Ballot must be actuaUy received by the
Balloting Agent by this deadline)
BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' JOINT
CHAPTER 11 PLAN OF REORGANIZATION
CLASS 5- General Unsecured Claims
This is a ballot to vote to accept or reject the Debtors' Joint Chapter 11 Plan of Reorganization
(the "Plan'').
2
If you have more than one claim entitled to vote, you will receive additional ballot(s) on
which to cast your vote. If you have more than one clam in the same Class, you must vote all claims
within that Class the same way.
: PLEASE READ THIS ENTIRE BALLOT BEFORE COMPLETING. PLEASE COMPLETE, :
: DATE AND SIGN THIS BALLOT AND RETURN IT IN THE ENCLOSED :
: PREADDRESSED, POSTAGE PREPAID ENVELOPE. THIS BALLOT MUST BE:
' '
:ACTUALLY RECEIVED BY OMNI MANAGEMENT GROUP, LLC (THE:
: "BALLOTING AGENT"), 16161 VENTURA BLVD., SUITE C, PMB 426, ENCINO, CA :
: 91436 (ATTN: PAUL DEUTCH), ON OR BEFORE [MAY 13, 2010], AT 4:00 P.M., :
: PREY AILING EASTERN TIME. :
PLEASE READ THE FOLLOWING BEFORE COMPLETING YOUR BALLOT
This Ballot is submitted to you to solicit your vote to accept the Plan, which is described in the
disclosure statement in support of the Plan, dated March 17, 2010 (the "Disclosure Statement"). A copy
of the Plan is attached as Exhibit A to the Disclosure Statement. The United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") approved the Disclosure Statement on[ ___ __,
201 0]. The Disclosure Statement provides information to assist you in deciding whether to accept or
reject the Plan. A copy of the Disclosure Statement is included with this Ballot.
Please complete, sign and date this Ballot and return it to the Balloting Agent, Ornui Management Group,
LLC, 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul Deutch), in the
enclosed preaddressed, postage prepaid envelope. If your Ballot is not ACTUALLY RECEIVED by
4:00p.m., prevailing Eastern Time, on [May 13, 2010] it will not be counted. The Balloting Agent
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
Capitalized terms not otherwise defined shall have the meanings given in the Piau.
will not accept Ballots by facsimile transmission.
By signing this Ballot, you make the following certifications:
"I have received or obtained a copy of the Disclosure Statement and the exhibits thereto,
including the Plan."
"I understand that, if this Ballot is validly executed and returned without checking a box
to ACCEPT or REJECT, this Ballot will not be counted."
"I have the full power and authority to vote to accept or reject the Plan on behalf of the
claimant listed herein."
The Plan can be confinned by the Bankruptcy Court and thereby made binding on you if it is
accepted by the holders of at least two-thirds in amount and more than one-half in number of the allowed
claims in each class voting on the Plan. In the event the requisite acceptances are not obtained, the
Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan provides
fair and equitable treatment to, and does not discriminate unfairly against, the class or classes rejecting it
and otherwise satisfies the requirements of section 1129 of the Bankruptcy Code. To have your vote
count you must complete and return this Ballot by 4:00p.m., prevailing Eastern Time, so that it is
actually received by the Balloting Agent on or before [May 13, 201 0). Unsigned Ballots will not be
counted.
This Ballot is for voting purposes only and does not constitute and shall not be deemed a proof of
claim or interest or an admission by the Debtors of the validity of a claim or interest.
IF YOU HAVE ANY QUESTIONS CONCERNING THE DISCLOSURE STATEMENT,
THE PLAN, THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A
BALLOT OR ADDITIONAL COPIES OF ANY ENCLOSED MATERIALS, PLEASE
CONTACT PAUL DEUTCH, AT OMNI MANAGEMENT GROUP, LLC, PH: (212) 302-
3580. THE BALLOTING AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE,
TELECOPY TRANSMISSION OR ELECTRONIC MAIL.
BALLOT

J !
I I
i label !
' I
I i
l__ __________________________________________________________________________________________________________ J
Item 1: Voting Classification and Amount. As of the record date of March 17, 2010, the
undersigned is a holder of a Class 5 - General Unsecured Claim (as defined in the Plan) against the
Debtors in the amount set forth above for voting purposes.
Item 2: Vote. The undersigned votes the above-listed Class 5 Claim to (check one box):
lo
Accept the Plan
D
Reject the Plan
Name of Creditor: ____ -,-__________ _
(Print or Type)

(Sigoature of Creditor or Authorized Agent)
Print Name ofSigoatory: _____________
Title: ______
(If Applicable)
Street Address: _______________ _
(City, State and Zip Code)
Telephone Number: L_)
(Social Security or Federal Tax I. D. No.)
Date Completed: ________________ _
EXIDBITC
Notice to Non-Voting Classes
In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 10-__ _
Debtors. (Joint Administration Requested)
NOTIFICATION OF NON-VOTING STATUS FOR
CLASSES 1, 3, 4, 6, 7, 8, AND 9 PURSUANT TO THE
DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION
On [ ], 2010 the United States Bankruptcy Court for the District of Delaware
(the "Comt"), entered an order: (i) approving the Debtors' disclosme statement (the "Disclosme
Statement") of the Debtors' Joint Chapter 11 Plan of Reorganization (as it may be amended, the
"Plan"), (ii) establishing procedures for solicitation and tabulation of votes to accept or reject the
Plan, (iii) approving the form of ballots solicitation materials, voting deadline and solicitation
procedmes, (iv) scheduling a hearing on confirmation of the Plan, and (v) approving related
notice procedmes (the "Order"). Pursuant to the Order, the Court authorized the Debtors to
solicit votes with regard to the acceptance or rejection of the Plan.
UNDER THE TERMS OF THE PLAN, AND IN ACCORDANCE WITH SECTION
1126(f) OF THE BANKRUPTCY CODE, HOLDERS OF CLAIMS OR INTERESTS IN
CLASS 1 - OTHER PRIORITY CLAIMS, CLASS 3 -OTHER SECURED CLAIMS, CLASS 4
-DIP LOAN CLAIMS, CLASS 6 - TRADE CLAIMS, AND CLASS 8 -INTERESTS IN THE
SUBSIDIARIES ARE DEEMED TO HA VB ACCEPTED THE PLAN AND ARE NOT
ENTITLED TO VOTE ON THE PLAN.
UNDER THE TERMS OF THE PLAN, AND IN ACCORDANCE WITH SECTION
1126(g) OF THE BANKRUPTCY CODE, HOLDERS OF INTERESTS IN CLASS 7 -
INTERCOMPANY CLAIMS, AND CLASS 9 - INTERESTS IN CRDENTIA WILL NOT
RECEIVE OR RETAIN ANY DISTRIBUTION OR PROPERTY PURSUANT TO THE PLAN.
AS A RESULT, THE HOLDERS OF INTERESTS IN SUCH CLASS ARE DEEMED TO
HA VB REJECTED THE PLAN AND ARE NOT ENTITLED TO VOTE ON THE PLAN.
Accordingly, no Plan, Disclosme Statement or Ballot has been remitted to you. However, a copy
of the Plan and Disclosme Statement can be obtained upon request and without charge from the
from the website of Debtors' Balloting Agent, [ , at [ , (Attn:
[ ), Ph: [ , e-mail: [ ___ _]
The Debtors, along wi1h 1he last four digits of fueir 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) and Nurses Network, Inc. (6291). The Debtors' mailing address for
purposes offuese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
A hearing to consider the confirmation of the Plan (the "Confirmation Hearing") will be
held before the Honorable [ , United States Bankmptcy Judge, United
States Bankruptcy Court, District of Delaware, 824 North Market Street, Courtroom No. _,
Wilmington, Delaware 19801 on at [ a.m./p.m., prevailing
Eastern Time.
Objections, if any, to confirmation of the Plan must: (a) be in writing; (b) state the name
and address of the objecting party and the nature of the Claim or Interest of such party; (c) state
with particularity the basis and nature of any objections to confirmation of the Plan; and (d) be
filed with the Court explaining your position by mailing your response by regular U.S. Mail to
Clerk of Comt, the United States Bankruptcy Court, District of Delaware, 824 North Market
Street, Wilmington, Delaware 1980 I or your attorney must file a response using the Court's ECF
System. Objections must be filed per the above-described procedures by no later than 4:00p.m.,
prevailing Eastern Time, on [May 10, 2010] (the "Confirmation Objection Deadline").
Additionally, any Objections must be served so as to be received by the Confirmation
Objection Deadline by the following: (i) the Debtors, Crdentia Corp., 1964 Howell Branch Road,
Ste. 206, Winter Park, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the Debtors,
Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and Bayard,
P.A., Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE 19801,
jedmonson@bayaTdlaw.com; (iii) counsel for the Debtors' secured lender, ComVest Capital,
LLC ("Com Vest"), Lowenstein Sandler PC, Attn: Thomas A. Pitta, Esq, 65 Livingston Avenue,
Roseland, New Jersey 07068; (iv) the United States Trustee for the District of Delaware, 844
King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory committee(s)
appointed in these cases.
If you or your attorney do not take these steps, the Comi may decide that you do not
oppose the relief sought and may enter an order confirming the Plan.
2
[ ], 2010
Wilmington, Delaware
BAYARD, P.A.
Jamie L. Edmonson (No. 4247)
222 Delaware A venue, Suite 900
Wilmington, DE 19801
Phone: (302) 655-5000
Fax: (302) 658-6395
-and-
GERSTEN SAVAGE, LLP
Paul Rachmuth
600 Lexington A venue
New York, New York 10022
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
Proposed Counsel for the Debtors and
Debtors in Possession
3
EXIITBITD
Confirmation Hearing Notice
In re
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDENTIA CORP., et al./ Case No. 10-__ _
Debtors. (Joint Administration Requested)
NOTICE OF (I) DEADLINE FOR CASTING VOTES TO ACCEPT
OR REJECT THE DEBTORS' JOINT CHAPTER 11 PLAN OF REORGANIZATION,
(II) THE HEARING TO CONSIDER CONFIRMATION OF THE JOINT
PLAN OF REORGANIZATION AND (ill) CERTAIN RELATED MATTERS
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. On March 17, 2010, the above-captioned debtors and debtors in possession
(collectively, the "Debtors") filed the Debtors' Joint Chapter 11 Plan of Reorganization (as it
may be amended, the "Plan'), and a related disclosure statement (as it may be amended, the
"Disclosure Statement") under section 1125 of the Bankruptcy Code.
2. Pursuant to an Order dated , 2010 (D.I. (the "Disclosure
Statement and Voting Procedures Order"), the Bankruptcy Court approved the Disclosure
Statement as containing "adequate information" within the meaning of section 1125 of the
Bankruptcy Code.
3. A hearing to consider the confirmation of the Plan (the "Confirmation Hearing")
will be held before the Honorable [ ], United States Bankruptcy Judge,
United States Bankruptcy Court, District of Delaware, 824 Notih Market Street, Courtroom No.
_,Wilmington, Delaware 19801, on [ at .m. prevailing Eastern Time.
4. Pursuant to the Disclosure Statement and Voting Procedures Order, the
Bankruptcy Comi approved the use of ceJiain materials in the solicitation of votes to accept or
reject the Plan and certain procedures for the tabulation of votes to accept or reject the Plan. If
you are a holder of a Claim against any of the Debtors as of [March 17, 2010] (the "Record
Date"), in a Class entitled to vote on the Plan, you have received with this Notice a ballot form (a
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 Holdiug, Inc. (3468), MP Health
Corp. (4403), New Age Staffing, Inc. (1214) aud Nurses Network, Inc. (6291). The Debtors' mailiug address for
purposes of these cases is 1964 Howell Brauch Road, Ste. 206, Wiuter Park, Florida 32792.
"Ballot") and instructions for completing the Ballot. The following procedures apply with
respect to voting your Claim or Interest:
(e) For your vote to accept or reject the Plan to be counted, you must complete all
required information on the Ballot, execute the Ballot and return the completed
Ballot to Crdentia Corp., c/o Omni Management Group, LLC (the "Balloting
Agent"), 16161 Ventura Blvd., Suite C, PMB 426, Encino, CA 91436 (Attn: Paul
Deutsch) as applicable, in the enclosed return envelope, at the address indicated
on the Ballot so that it is received by 4:00 p.m., prevailing Eastern Time, on
[May 13, 2010] (the "Voting Deadline"). Any failure to follow the instmctions
included with the Ballot or to return a properly completed Ballot so that it is
received by the Voting Deadline may disqualify your Ballot and your vote on the
Plan.
(f) Your Claim or Interest has been temporarily allowed solely for purposes of voting
to accept or reject the Plan in accordance with the following Tabulation Rules
approved by the Bankruptcy Court pursuant to the Voting Procedures Order:
1) If a Claim is scheduled on the Debtors' Schedules of Assets and Liabilities
(the "Schedules") in an amount greater than $0.00 and not listed as
"disputed," "contingent," or "unliquidated" in the Schedules, such Claim will
be temporarily allowed for voting purposes in the amount set forth in the
Schedules.
2) If a proof of claim has been filed on account of such Claim before the Record
Date (as defined below), such Claim will be tempormily allowed for voting
purposes in the noncontingent, liquidated and undisputed amount set forth in
the proof of claim.
3) If a proof of claim is filed during the period commencing on the Record Date
through and including the General Bar Date (a "Post-Record Date Filed
Claim") and such Claimant wants such Claim to be temporarily allowed for
voting purposes in the amount set forth in such Post-Record Date Filed Claim,
then the person or entity filing such Post-Record Date Filed Claim must (i)
serve the Balloting Agent by mail, overnight courier or personal delivery with
a written request for a provisional ballot (a "Provisional Ballot") so that such
request is received no later than the General Bar Date and (ii) timely file a
Rule 3018 Motion (as defined below) in the manner herein prescribed.
4) If a Claim is deemed allowed under the Plan, such Claim will be tempormily
allowed for voting purposes in the amount set fmth therein.
5) If a Claim is listed on the Schedules, or a proof of claim filed before the
Record Date is identified on its face, as contingent, unliquidated or disputed,
either in whole or in pmt, only the noncontingent, liquidated and undisputed
pmtion, if any, of such Claim will be deemed tempormily allowed for voting
purposes, subject to the other Tabulation Rules, and the remaining portion of
such Claim will be disallowed for voting purposes.
2
6) If a Claim has been allowed pursuant to a stipulation approved by the Court,
such Claim will be deemed allowed for voting purposes in the amount set
fmth in such stipulation.
7) If a Claim has been estimated or otherwise allowed for voting pmposes by
order of the Comt, such Claim will be temporarily allowed for voting
purposes in the amount so estimated or allowed by the Comt.
8) If on or before [ April28, 2010] the Debtors have filed and served an objection
to or motion to disallow or reclassify a Claim, or to allow or estimate the
Claim in an amount different from the amount asserted in the Claim, such
Claim will be temporarily allowed for voting purposes in the lesser amount
and classification requested by such objection or motion.
9) If a holder of a Claim identifies a Claim amount in its Ballot that is less than
the amount otherwise calculated in accordance with the Tabulation Rules, the
Claim will be temporarily allowed for voting purposes in the lesser amount
identified on such Ballot.
1 0) Creditors will not be entitled to vote Claims to the extent such Claims
duplicate or have been superceded by other Claims filed by or on behalf of
such creditors. The Balloting Agent will determine whether a Claim is
duplicative or superceded in the Balloting Agent's discretion.
11) A pmty shall not be entitled to a vote on the Plan based upon a gumantee or
other theory of payment. There shall be allowed only one vote per Claim
regardless of how many Debtors may be subject to legal liability.
(c) The following additional procedures have also been approved by the Comt to be
utilized in tabulating the Ballots with respect to Ballots submitted by a holder of a
Claim or Interest:
1) Except to the extent the Debtors otherwise determine, or as permitted by the
Comt, any Ballots received after the Voting Deadline will not be accepted
or counted by the Debtors in connection with the Debtors' request for
confirmation of the Plan.
2) Any Ballot which is otherwise properly completed, executed and timely
retmned that does not indicate an acceptance or rejection of the Plan shall
not be counted.
3) Any Ballot which is retmned indicating acceptance or rejection of the Plan
but which is unsigned shall not be counted.
4) Whenever a Clairnholder casts more than one Ballot voting the same Claim
or Interest prior to the Voting Deadline, only the last timely Ballot received
will be deemed to reflect the voter's intent and will thus supersede any prior
Ballots.
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5) If a Claimholder casts simultaneous duplicative Ballots which are voted
inconsistently, such Ballots shall co\lllt as one vote accepting the Plan and
the releases contained therein.
6) Each Claimholder shall be deemed to have voted the full amount of its
Claim or Interest as set forth on the Ballot.
7) Claimholders shall not split their vote within a Claim, thus each
Claimholder shall vote all of its Claim within a particular class either to
accept or reject the Plan.
8) Ballots partially rejecting and partially accepting the Plan shall not be
counted.
9) The method of delivery of Ballots to the Balloting Agent is at the risk of
each Claimholder, and such delivery will be deemed made only when the
original Ballot is actually received by the Balloting Agent.
1 0) No Ballot should be sent to the Debtors, agents of the Debtors (other than
the Balloting Agent) or the Debtors' financial or legal advisors (other than
the Balloting Agent).
11) The Debtors expressly reserve the right to amend the terms of the Plan
(subject to compliance with section 1127 of the Bankruptcy Code). If the
Debtors make material changes in the terms of the Plan, the Debtors will
disseminate additional solicitation materials and extend the solicitation
period, in each case to the extent required by law or further order of the
Comt.
12) If a Ballot is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or other person acting in a
fiduciary or representative capacity on behalf of a Claimholder, such person
shall be required to indicate such capacity when signing and, at the
Balloting Agent's discretion, must submit proper evidence satisfactory to
the Balloting Agent to so act on behalf of the Claimholder.
13) The Debtors, in their sole discretion, subject to contnuy order of the Comt,
may waive any defect in any Ballot at any time, either before or after the
close of voting, and without notice. Unless the Ballot being furnished is
timely submitted on or prior to the Voting Deadline, the Debtors may, in
their sole discretion, reject such Ballot as invalid and, therefore, not count it
in connection with confirmation of the Plan.
14) In the event a designation is requested under section 1126(e) of the
Bank:mptcy Code, any vote to accept or reject the Plan cast with respect to
such Claim will not be counted for purposes of detennining whether the
Plan has been accepted or rejected, unless the Court orders otherwise.
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15) Any Claimholder who has delivered a valid Ballot voting on the Plan may
withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).
16) Subject to any contrary order of the Comi, the Debtors reserve the absolute
right to reject any and all Ballots not proper in form, the acceptance of
which would, in the opinion of the Debtors or their counsel, not be in
accordance with the provisions of the Bankruptcy Code or the Disclosure
Statement Order.
17) Subject to any contrary order of the Court, the Debtors fiuiher reserve the
right to waive any defects or inegularities or conditions of delivery as to
any particular Ballot unless otherwise directed by the Court.
18) Unless waived or as ordered by the Court, any defects or irregularities in
connection with deliveries of Ballots must be cured within such time as the
Debtors (or the Comi) determines, and unless otherwise ordered by the
Court, delivery of such Ballots will not be deemed to have been made until
such irregularities have been cured or waived.
19) Neither the Debtors, nor any other person or entity, will be under any duty
to provide notification of defects or inegularities with respect to deliveries
of Ballots nor will any of them incur any liabilities for failure to provide
such notification. Unless otherwise directed by the Court, delivery of such
Ballots will not be deemed to have been made until such inegularities have
been cured or waived. Ballots previously furnished (and as to which any
inegularities have theretofore not been cured or waived) will not be
counted.
20) Any Ballot received by telecopier, facsimile or other electronic
communication shall not be counted.
21) For purposes of determining whether the numerosity and amount
requirements of section 1126(c) of the Bankruptcy Code have been
satisfied, the Balloting Agent will tabulate only those Ballots received prior
to the Voting Deadline.
(d) The allowance or disallowance of your Claim for voting purposes does not
constitute an allowance or disallowance of your Claim for purposes of receiving
distributions under the Plan and is without prejudice to the rights of the Debtors in
any other context, including the right of the Debtors to contest the amount or
validity of any Claim for purposes of allowance and distribution under the Plan.
If you wish to challenge the allowance or disallowance of your Claim for voting
pmposes under the Tabulation Rules, you must file a motion, pursuant to
Bankruptcy Rule 3018(a), for au order temporarily allowing your Claim in a
different amount or classification for pmposes of voting to accept or reject the
Plan and serve such motion on the undersigned counsel to the Debtors so that it is
received no later than 4:00p.m., prevailing Eastern Time, on [May 7, 2010].
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The Debtors shall have until [May 14, 2010] to file and serve any responses to
such motions. Unless the Court orders otherwise, your Claim will not be counted
for voting purposes in excess of the amount determined in accordance with the
Tabulation Rules.
5. Objections, if any, to confirmation of the Plan must: (a) be in writing; (b) state the
name and address of the objecting party and the nature of the Claim or Interest of such party; (c)
state with pmticularity the basis and nature of any objections to confirmation of the Plan; and (d)
be filed with the Comt explaining your position by mailing your response by regular U.S. Mail to
Clerk of Comt, the United States Bankruptcy Court, District of Delawme, 824 North Market
Street, Wilmington, Delaware 19801 or your attorney must file a response using the Court's ECF
System Objections must be filed per the above-described procedures by no later than 4:00p.m,
prevailing Eastern Time, on [May 10, 201 OJ (the "Confirmation Objection Deadline").
6. Additionally, any Objections must be served so as to be received by the
Confirmation Objection Deadline by the following: (i) the Debtors, Crdentia Corp., 1964 Howell
Branch Road, Ste. 206, Winter Park, Florida 32792, (Attn: Rebecca Irish); (ii) co-counsel for the
Debtors, Gersten Savage, LLP, 600 Lexington Avenue, 9th Floor (Attn: Paul Rachmuth), and
Baymd, P.A., Attn: Jamie L. Edmonson, 222 Delaware Avenue, Suite 900, Wilmington, DE
19801, jedmonson@bayardlaw.com; (iii) counsel for the Debtors' secured lender, ComVest
Capital, LLC ("ComVest"), Lowenstein Sandler PC, Attn: Thomas A. Pitta, Esq, 65 Livingston
Avenue, Roseland, New Jersey 07068; (iv) the United States Trustee for the District of
Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801; and (v) counsel for any statutory
committee(s) appointed in these cases.
7. If you or your attorney do not take these steps, the Court may decide that you do
not oppose the relief sought and may enter an order confirming the Plan.
8. Copies of the Plan and the Disclosure Statement are available for review without
charge at the Balloting Agent's website at [ ] and can be obtained by contacting the
Balloting Agent at [ ].
BY ORDER OF THE COURT
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[ ], 2010
Wilmington, Delaware BAYARD, P.A.
Jamie L. Edmonson (No. 4247)
222 Delaware A venue, Suite 900
Wilmington, DE 19801
Phone: (302) 655-5000
Fax: (302) 658-6395
-and-
GERSTEN SAVAGE, LLP
Paul Rachmuth
600 Lexington A venue
New York, New York 10022
Telephone: (212) 752-9700
Facsimile: (212) 980-5192
Proposed Counsel for the Debtors and
Debtors in Possession
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