1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

LISA HILL FENNING (SBN 89238) HARRY GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Lisa.Fenning@aporter.com Harry.Garner@aporter.com Proposed Counsel to the Debtor and Debtor-in-Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA LOS ANGELES DIVISION In re DOWNEY REGIONAL MEDICAL CENTERHOSPITAL, INC., a California non-profit, public benefit corporation, Debtor. Case No.: 2:09-bk-34714 Chapter 11 APPLICATION OF DEBTOR FOR ORDER PURSUANT TO 28 U.S.C. 156(c), BANKRUPTCY RULE 2002(f), AND LOCAL BANKRUPTCY RULE 5075-1 AUTHORIZING DEBTOR TO RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT; DECLARATION OF BRIAN K. OSBORNE HEARING Date: September __, 2009 Time: Place: Courtroom 1475 United States Bankruptcy Court 255 E. Temple Street Los Angeles, CA 90012

Tax I.D. 95-1903935

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IV. V. VI. VII. VIII. IX. X. XI. I. II. III.

TABLE OF CONTENTS

Page JURISDICTION AND VENUE .............................................................................................. 1 PROCEDURAL STATUS ....................................................................................................... 1 BACKGROUND ..................................................................................................................... 2 A. B. The Business of the Hospital .......................................................................................2 The Causes of the Bankruptcy Filing...........................................................................2

RELIEF REQUESTED............................................................................................................ 5 BASIS FOR RELIEF ............................................................................................................... 5 APPLICABLE AUTHORITY ................................................................................................. 6 DISINTERESTEDNESS ......................................................................................................... 7 SCOPE OF SERVICES ........................................................................................................... 7 COMPENSATION ................................................................................................................ 10 NOTICE ................................................................................................................................. 11 CONCLUSION ...................................................................................................................... 12

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1 2 STATUTES AND RULES 3 4 5 6 7 8 9 10 11 12 13 14 15 16

TABLE OF AUTHORITIES Page(s) 11 U.S.C. 101 ............................................................................................................................. 1 11 U.S.C. 101(14) ........................................................................................................................ 7 11 U.S.C. 327 ......................................................................................................................... 7, 11 11 U.S.C. 330 ............................................................................................................................. 11 11 U.S.C. 331 ............................................................................................................................. 11 11 U.S.C. 341(a) .......................................................................................................................... 7 11 U.S.C. 1107(a) ........................................................................................................................ 1 11 U.S.C. 1107(b) ........................................................................................................................ 1 11 U.S.C. 1108 ............................................................................................................................. 7 28 U.S.C. 156(c) .......................................................................................................... 1, 6, 10, 11 28 U.S.C. 157 ............................................................................................................................... 1 28 U.S.C. 157(b) .......................................................................................................................... 1 28 U.S.C. 503(b)(1)(A) .............................................................................................................. 10

17 18 19 20 21 22 23 24 25 26 27 28 28 U.S.C. 1334 ............................................................................................................................. 1 28 U.S.C. 1408 ............................................................................................................................. 1 28 U.S.C. 1409 ............................................................................................................................. 1 Fed. R. Bankr. P. 2002 .............................................................................................................. 6, 12 Fed. R. Bankr. P. 2002(f) ............................................................................................................ 1, 6 Fed. R. Bankr. P. 3001(e)................................................................................................................ 9 Fed. R. Bankr. P. 5075-1............................................................................................................. 1, 6

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Downey Regional Medical Center-Hospital, Inc., the debtor and debtor-in-possession in the above captioned case (the Debtor or Hospital), hereby applies to this Court (the Application) for entry of an order, pursuant to 28 U.S.C. 156(c), Rule 2002(f) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 5075-1 of the Local Bankruptcy Rules authorizing Debtor to retain Omni Management Group, LLC (Omni) as claims administrator and noticing agent of the Bankruptcy Court as of the date of the date of the commencement of this case. In support of the Application, Debtor relies upon and incorporates by reference the Declaration of Brian K. Osborne (the Osborne Declaration), filed with the Court concurrently herewith. In further support of the Application, Debtor, by and through its undersigned counsel, respectfully states as follows: I. JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Application under 28 U.S.C. 157 and

1334. This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and this Application in this District is proper under 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are 28 U.S.C. 156(c), Bankruptcy Rule 2002(f), and Local Bankruptcy Rule 5075-1. II. PROCEDURAL STATUS 2. On September 14, 2009 (the Petition Date), Debtor commenced a case by filing a

petition for relief under chapter 11 of the Bankruptcy Code (the Chapter 11 Case). 3. Debtor continues to operate its business and to manage its property as a debtor and

debtor-in-possession pursuant to sections 1107(a) and 1108 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code). No trustee or examiner has been appointed in Debtors Chapter 11 Case. 4. States Trustee. No creditors committee has been appointed in this Chapter 11 Case by the United

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III.

BACKGROUND A. 5. The Business of the Hospital The Hospital is a nonprofit general acute care and teaching hospital licensed for 199

beds located in Downey, California. The Hospital currently operates 181 staffed inpatient beds, including an intensive care unit, a neo-natal intensive care unit for newborns with special health issues, a birth center, and definitive observation units, besides general medical-surgical beds. It services approximately 14,000 inpatients per year in all services. The Hospitals average length of stay is less than 4 days on a very acute population, making it one of the most efficient in the state. 6. The Hospital offers a wide variety of clinical services and provides virtually all

clinical services of a major tertiary university hospital except for organ transplants. The Hospital has 11 operating rooms, and a very busy surgical practice. It offers same day surgeries, and specializes in open heart surgery, general surgery, orthopedic surgery, and neurosurgery. It operates on over 7,000 patients annually. The Hospital also has numerous specialty outpatient services, seeing over 80,000 outpatients annually, including non-invasive cardiology, radiology, endoscopy, and physical therapy. 7. The Hospital also has an emergency room of 22 beds. The emergency room is not

designated as a trauma unit, but it is equipped for and services trauma patients who are regularly brought to the Hospital in extremis or who come in via transportation other than ambulance. The emergency room services over 50,000 patients annually. Therefore, at about 2,500 patients per bed annually, it is one of the busiest in the area. The emergency room is burdened because since 2001 there have been four major emergency rooms closed on the I-105 corridor, including Martin Luther King Hospital, leaving only three remaining general emergency rooms in the area including the Hospital.1 B. 8. The Causes of the Bankruptcy Filing Although nominally profitable on an accrual basis, the Hospital has been forced to

commence the Chapter 11 Case as a result of a liquidity crisis. This crisis has two primary causes.
1

28

There is also a Kaiser Permanente Facility in the area, and although its emergency room is technically open to everyone, paramedic operators tend to take only Kaiser patients to this facility. -2LA566872

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First, the Hospital has incurred substantial losses as a result of severe problems on the finance side of its business (now largely corrected) due to defective charge capture practices and software billing practices (the Charge Capture System Problems) that resulted in the Hospital not collecting all the revenues to which it would be entitled. Second, the Hospital was incurring significant losses due problems with respect to its capitation arrangements (the Capitation Program) with certain physician groups and health plans (the Capitation Program Problems). These losses were so severe that the Hospital concluded it had to terminate the Capitation Program to staunch the long-term hemorrhaging of cash, despite the short term cash flow interruption and claims that would result. The Hospital has taken steps to exit the Capitation Program and adopt a fee-for-service model, but the exit costs are substantial. The combination of the Charge Capture System and Capitation Program Problems has left the Hospital with no cash reserves since March 2008.

13 14 15 16 17 18 19 20 officer, Kenneth Strople, who took the reins in 2007, Robert Fuller, the chief operating officer, and 21 22 23 24 25 26 27 28 bankruptcy and forced this filing. Much of the pressure has come from the physician groups who -3LA566872

9.

In essence, due to software and process failings, the Hospitals financial, billing and

collections systems had failed to capture charges which led to incomplete bills for a significant portion of its services for nearly a decade, causing unrecoverable losses. A cost-accounting problem caused the misallocation of costs to the capitation contracts, resulting in the Hospitals books showing a profit in capitation where none really existed. These problems have been investigated, diagnosed, and continue to be remedied under the direction of a new chief executive

consultant Richard Yardley, the acting chief financial officer. Given sufficient time to operate under a regime in which charges are properly captured, bills are complete when invoiced, and financial reports provide reliable real-time information, the Hospital should be able to repay its debts in full. 10. However, demands by certain creditors for immediate paymentand for payment of

more than the Hospital believes it owes in some casesprevented an orderly restructuring outside of

1 2 3 4 5 6 7 8 9 10 11 12

have asserted claims in excess of $9 million against the Hospital related to the termination of the capitation contracts. 11. The exit from the Capitation Program created three distinct cash drains: (1) the tail of

claims for services provided out-of-network by other hospitals and health care providers, (2) the claims by the physician groups participating in the Capitation Program for risk-sharing profit splits, much of which is disputed by the Hospital (the Risk Share Claims), and (3) the transitional loss of cash occasioned by the change in business model out of capitation (where under the Hospital was paid up front, before services were rendered) to fee-for service (where under the Hospital is paid in arrears, typically up to 150 days following the rendering of services), some of which was eased by the $8.8 million in advances by the insurers who participated in the program. However, the Hospital does not have the financial capacity to bridge the costs of exiting capitation within the time

13 14 15 16 17 18 19 20 follow suit. The physician groups are expected to assert claims for over $9 million. 21 22 23 24 25 26 27 28 13. Alliance Physicians Medical Group (Alliance), one of the physician groups, frame being demanded by impacted parties. In short, this reorganization filing has resulted from demands made by parties who greatly benefitted from the Capitation Program while it was operational (the physicians), but who are now not patient enough to allow the Hospital to implement its new business model and return to financial stability before demanding payment. 12. The immediate problem that forced the Hospital to file this Case arose from an

arbitration brought by one of the physician groups and the potential for the other two groups to

recently filed an arbitration in an attempt to collect their alleged risk share profits from 2006 to 2008. In its arbitration, Alliance claimed it was owed up to $4.7 million or more. It sought to attach the Hospitals bank accounts in the fall of 2008. The arbitrators award is imminent, and the Hospital believes that Alliance will seek immediate enforcement by attaching the Hospitals bank accounts.

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14.

The threat of attachments relating to the estimated $9 million of Risk Share Claims

has scared off prospective lenders who would not want the loan proceeds intended for critically needed working capital to be diverted to paying historical disputed debts. Such a diversion of funds would shut down the Hospital. The automatic bankruptcy stay will protect the Hospital from the catastrophic interruption of its operations that would result from such an attachment. IV. RELIEF REQUESTED 15. By this Application, Debtor requests that the Court enter an order authorizing Debtor

to retain and employ Omni as claims administrator and noticing agent of the Bankruptcy Court effective as of the Petition Date and authorizing Omni to, among other tasks, (a) assist with the revisions to and maintenance of the creditor matrix; (b) assist with claims management; (c) assist with noticing of documents; (d) assist with plan solicitation and ballot tabulation; and (e) develop and maintain an informational website. Omni is also being retained to provide administrative assistance in the preparation and filing of the schedules, statement of affairs, Megacase form, the 7Day Package, the operating reports, and other reports required by the United States Trustee. V. BASIS FOR RELIEF 16. Debtor has thousands of employees, creditors, potential creditors, and other parties in

interest to whom Debtor and/or the office of the Clerk of the Bankruptcy Court for the Central District of California (the Clerks Office) must serve various notices, pleadings, and other documents filed in this Chapter 11 Case. Such parties in interest will produce thousands of proofs of claim that must be docketed and administered. The size of Debtors creditor body makes it impracticable for Debtor, without assistance, to undertake the task of sending notices and dealing with claims. Moreover, upon information and belief, the Clerks Office is not equipped to efficiently and effectively serve notice on the large number of creditors and other parties in interest and docket claims during Debtors Chapter 11 Case. Due to the anticipated number of claimants and other parties in interest, Debtor respectfully submits that appointing Omni, an independent third party, to act as claims administrator and noticing agent will provide the most effective and efficient means, and relieve Debtor and/or the Clerks Office of the administrative burden, of noticing and

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administering claims and soliciting and balloting votes. Debtor also believes that using Omni to provide administrative assistance in completing the reports and forms required by the Court will be the most cost-effective way to assure that Debtor remains in compliance with all reporting requirements. 17. Omni is qualified to be retained by Debtor for the purposes discussed in the

Application. Omni is a data processing firm that specializes in noticing, claims processing, and other administrative tasks in chapter 11 cases. Employing Omni to send out designated notices and maintain claims files and claims registers will expedite service of Bankruptcy Rule 2002 notices, streamline the claims administration and ballot solicitation and tabulation processes, and allow Debtor to devote its efforts to maximizing value as it reorganizes its operations. 18. Omni is more than capable of managing the volume of mailing that is involved in

serving the required notices to, processing the claims of, and balloting the ballots of creditors and other interested parties in this Chapter 11 Case. Omni will comply with notice and claim procedures that are consistent with guidelines promulgated by the Clerks Office, the Judicial Conference of the United States for the Implementation of 28 U.S.C. 156(c) (the Judicial Conference), and any orders of this Court. 19. Pursuant to Local Bankruptcy Rule 5075-1, attached as Exhibit A to the Osborne

Declaration is the Declaration to be Filed with Motion Establishing Administrative Procedures Re 28 U.S.C. 156(c) and a completed Mega Case Procedures Checklist. VI. APPLICABLE AUTHORITY 20. Pursuant to 28 U.S.C. 156(c), this Court is authorized to utilize facilities or

services other than those of the Clerks Office to administer bankruptcy cases including matters such as providing required notices, record-keeping, and claims docketing assistance. Similarly, Bankruptcy Rule 2002(f) authorizes the Court to direct some person other than the Clerk of the Court to give notices required under Bankruptcy Rule 2002(f). Moreover, Local Bankruptcy Rule 5075-1 provides the procedures that a debtor must follow in order to move for an order from the Court authorizing the retention and employment of a claims administrator and noticing agent.

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VII.

DISINTERESTEDNESS 21. Debtor does not propose to retain Omni pursuant to 327 of the Bankruptcy Code;

nevertheless, to the best of Debtors knowledge, the members and employees of Omni do not hold or represent an interest materially adverse to Debtors estate with respect to any matter upon which Omni is to be engaged. 22. To the best of Debtors knowledge, Omni is a disinterested person as that term is

defined in 101(14) of the Bankruptcy Code, as modified by Bankruptcy Code 1107(b), in that its members and employees a. b. are not creditors, equity security holders, or insiders of Debtor; and are not and were not, within 2 years before the date of the filing of the petition, a director, officer, or employee of Debtor. 23. Omni has represented to Debtor, among other things, that: a. Omni will not employ any past or present employees of Debtor in connection with its work as the claims and noticing agent in this chapter 11 case; and b. Omni is not a creditor in this chapter 11 case.

VIII. SCOPE OF SERVICES 24. Debtor intends to retain Omni pursuant to the terms and conditions set forth in the

letter agreement between Debtor and Omni pertaining to this engagement, dated August 11, 2009 (the Engagement Letter), which is attached as Exhibit B to the Osborne Declaration. Among other tasks, as claims administrator and noticing agent, Omni will provide the Clerks Office with the following services: a. Prepare and serve required notices in this Chapter 11 Case, including: (1) A notice of the commencement of this Chapter 11 Case and the initial meeting of creditors pursuant to 341(a) of the Bankruptcy Code; (2) (3) (4) A notice of the claims bar date; Notices of objections to claims; Notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 g. f. e. c. d. b.

(5)

Such other miscellaneous notices as Debtor or the Court may deem necessary or appropriate for an orderly administration of this Chapter 11 Case.

Within ten business days after the service of a particular notice, file with the Clerks Office an affidavit of service that includes (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with their addresses, and (iii) the date and manner of service; Maintain copies of all proofs of claim and proofs of interest filed in the case; Maintain official claims registers in this case by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: (1) The name and address of the claimant or interest holder and any agent thereof (if the proof of claim or proof of interest was filed by an agent); (2) The date that the proof of claim or proof of interest was received by Omni and/or the Court; (3) The claim number assigned to the proof of claim or proof of interest; and (4) The asserted amount and classification of the claim.

Implement necessary security measures to ensure the completeness and integrity of the claims registers; Transmit to the Clerks Office a copy of the claims registers as requested by the Clerks Office; Maintain a current mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerks Office or any party in interest;

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25.

h.

Provide access to the public for examination of copies of the proofs of claim or proofs of interest in this Chapter 11 Case without charge during regular business hours;

i.

Create and maintain a website to disseminate case information including proofs of claim or interest, proof of claim forms, claims registers, case documents, Court and professional contact information and all other information deemed appropriate by the Court and/or Debtor;

j.

Record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e);

k.

Comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements;

l. m.

Provide temporary employees to process claims, as necessary; Promptly comply with such further conditions and requirements as the Clerks Office or the Court may at any time prescribe;

n.

Provide such other claims processing, noticing, and related administrative services as may be requested from time to time by Debtor;

o.

Provide the Clerk of the Court with access to inspect Omnis premises at any time; and

p.

Permit the Clerk of the Court to independently audit the claims information at any time.

Omni may also assist Debtor with other tasks, including the preparation of (a)

Debtors master creditor list, and maintenance thereof (b) Debtors bankruptcy schedules and statement of affairs, (c) required reports for the U.S. Trustees office, including the 7-Day Package and monthly operating reports, and (b) ballots for the purpose of voting to accept or reject a chapter 11 plan, as well as the mailing and tabulation thereof. 26. Omni has represented to Debtor, among other things, that: a. Omni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 27. c. b.

capacity as the claims administrator and noticing agent in this Chapter 11 Case; By accepting employment in this Chapter 11 Case, Omni waives any right to receive compensation from the United States government; and In its capacity as the claims administrator and noticing agent in this Chapter 11 Case, Omni will not be an agent of the United States and will not act on behalf of the United States. Notwithstanding the services proposed to be provided by Omni and any other relief

requested in the Application, any party, with the exception of Debtor, that submits a pleading or other document with the Court will be responsible for noticing and service pertaining to that submission as required under applicable rules and for the filing with the Clerks Office an appropriate affidavit of service regarding such noticing and service. In addition, any attorney, with the exception of Debtors attorneys, who submits a proposed order or judgment will be responsible for serving copies upon all parties entitled to receive notice of entry of that order or judgment as soon as practicable and will be responsible for photocopying the conformed copies in order to relieve the Clerks Office of the substantial burden of photocopying such orders. IX. COMPENSATION 28. Debtor intends to retain Omni pursuant to the terms and conditions and at the rates

set forth in the Engagement Letter, which is attached as Exhibit B to the Osborne Declaration. Debtor proposes that Omni be paid for its services from Debtors estate as provided by 28 U.S.C. 156(c) and 503(b)(1)(A) of the Bankruptcy Code. Debtor believes that the proposed rates to be charged by Omni are reasonable and appropriate given the quality of Omnis services and Omnis substantial bankruptcy expertise and competitive and comparable to the rates charged by Omnis competitors for similar services. 29. Debtor requests that the fees and expenses of Omni incurred in performing the

services described above be treated as an administrative expense of the Debtors Chapter 11 Case and be paid by Debtor in the ordinary course of business on a monthly basis without further application to or order of the Court, subject, however, to the procedures described in the following

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paragraph.2 Prior to the Petition Date, Debtor provided Omni with a retainer in the amount of $69,238.61 for services that had been rendered and that would be rendered in connection with Omnis employment. On the Petition Date, Omni applied $44,238.61 for the payment of prepetition services and expenses. Accordingly, Omni is not a creditor in this Chapter 11 Case. The balance of the retainer in the amount of $25,000 has been placed in a segregated trust account maintained by Omni and will be retained by Omni as a postpetition evergreen retainer on behalf of Debtor to be applied against fees and costs incurred in connection with Omnis proposed employment. 30. Debtor proposes to compensate Omni for its services on or after the tenth calendar

day after Omni serves an invoice on Debtor, the Office of the United States Trustee (the UST), and counsel to the Official Committee of Creditors Holding Unsecured Claims (the Committee),3 unless Debtor or Omni is notified, within the aforementioned ten day period, that Debtor, the UST, or the Committee object to the invoice, in which case the objecting party shall schedule a hearing before the Court to consider the disputed invoice. If an objection to an invoice is made, Debtor will pay Omni only the undisputed portion of the invoice, if any, and, if applicable, will pay the remainder to Omni upon the resolution of the disputed portion unless ordered otherwise by the Court. 31. Omni shall perform the duties within the scope of its retention pursuant to 28 U.S.C.

156(c) regardless of whether it receives payment in accordance with the terms of the Engagement Letter. If any dispute arises between Debtor and Omni with respect Omnis fees and expenses, Omni will seek relief from the Court. X. NOTICE 32. Notice of this Application will be given to: (a) the Office of the United States

Trustee for the Central District of California; (b) all required government entities; (c) the parties included on Debtors list of twenty (20) largest unsecured creditors; and (d) those parties entitled to
2

As an administrative agent and an adjunct to the Court, Debtor does not believe that Omni is a professional whose retention is subject to approval under Bankruptcy Code 327 or whose compensation is subject to the approval of the Court under Bankruptcy Code 330 and 331.
3

Until the Committee is appointed, Omni will serve its invoices on Debtors twenty largest unsecured creditors. -11LA566872

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notice pursuant to Bankruptcy Rule 2002 (collectively, the Notice Parties). Debtor submits that, under the circumstances, no other or further notice is required. XI. CONCLUSION WHEREFORE, Debtor respectfully requests that the Court enter an Order, substantially in the form annexed hereto, granting the relief requested in the Application and such other and further relief as may be just and proper.

Dated: Los Angeles, California September 14, 2009

Respectfully Submitted, /s/ Lisa Hill Fenning Lisa Hill Fenning (SBN 89238) Harry Garner (SBN 254942) Arnold & Porter LLP 777 South Figueroa Street, 44th Floor Los Angeles, California 90017 Telephone: 213.243.4000 Facsimile: 213.243.4199 Proposed Counsel to the Debtor and Debtor-inPossession

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 In re

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA LOS ANGELES DIVISION Case No.: 2:09-bk-34714 Chapter 11 DECLARATION OF BRIAN K. OSBORNE IN SUPPORT OF APPLICATION OF DEBTOR FOR ORDER PURSUANT TO 28 U.S.C. 156(c), BANKRUPTCY RULE 2002(f), AND LOCAL BANKRUPTCY RULE 5075-1 AUTHORIZING DEBTOR TO RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT

DOWNEY REGIONAL MEDICAL CENTERHOSPITAL, INC., a California non-profit, public benefit corporation, Debtor.

I, Brian K. Osborne, declare as follows: 1. I am a member of Omni Management Group, LLC (Omni) which is located at

16501 Ventura Boulevard, Suite 440, Encino, CA 91436-2068; Phone: (818) 906-8300; Fax: (818) 783-2737. 2. This Declaration is made in support of the Application for Order Pursuant to 28

U.S.C. 156(c), Bankruptcy Rule 2002(F), and Local Bankruptcy Rule 5075-1 Authorizing Debtor to Retain Omni Management Group, LLC as Claims Administrator and Noticing Agent of the Bankruptcy Court (the Application), filed by Downey Regional Medical Center-Hospital, Inc., the debtor and debtor in possession the above-captioned case (the Debtor or Hospital.) Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called and sworn as a witness, I could and would testify competently testify to the matters set forth herein. 3. Attached hereto as Exhibit A is true and correct copy of the Declaration to be Filed

with Motion Establishing Administrative Procedures Re 28 U.S.C. 156(c) and a completed Mega Case Procedures Checklist. Attached hereto as Exhibit B is a true and correct copy of the Letter of Agreement between the Hospital and Omni, dated as of August 11, 2009 (the Omni Agreement).

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4.

Omni is a data processing firm that specializes in noticing, claims processing and

other administrative tasks in chapter 11 cases. Omni has extensive experience in noticing, claims administration, and facilitating other administrative aspects of chapter 11 cases. Omni has substantial experience in the matters of this size and complexity, and has acted as the official claims, noticing and balloting agent in many large bankruptcy cases in this district and other districts. Omni has assisted and advised many chapter 11 debtors in connection with noticing, claims administration and reconciliation, and administration of plan votes. Omni has provided substantially similar services to the ones contemplated to be rendered to this estate in other large chapter 11 cases, including Z Gallerie, Inc., MTI Corporation, Alert Cellular, L.C., eToys Direct 1, LLC, WL Homes, LLC, Robbins Bros Corporation, Monaco Coach Corporation, Three As, LLC, Pacific Gas & Electric, Owens Corning, and others. 5. Omni is fully equipped to handle the volume of mailing involved in properly sending

the required notices to, and processing the claims of, creditors and other interested parties in this chapter 11 case. Omni will follow the notice and claim procedures that conform to the guidelines promulgated by the Clerks Office, the Judicial Conference, and any orders of this Court. 6. Before the Petition Date, Omni assisted the Debtor in preparing its comprehensive

creditor matrix. Post-petition, Omni will be assisting the Debtor with noticing and with handling various administrative tasks, including developing a publicly available database that will be based upon the information contained in the Schedules. Information from proofs of claim will be integrated into this database so that the estate will have a comprehensive claims record. 7. As agent and custodian of court records, my firm proposes to render to the Office of

the Clerk and Debtor the following services: a. Prepare and serve required notices in this Chapter 11 Case, including: (1) A notice of the commencement of this Chapter 11 Case and the initial meeting of creditors pursuant to 341(a) of the Bankruptcy Code; (2) (3) A notice of the claims bar date; Notices of objections to claims;

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 g. f. e. c. d. b.

(4)

Notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and

(5)

Such other miscellaneous notices as Debtor or the Court may deem necessary or appropriate for an orderly administration of this Chapter 11 Case.

Within ten business days after the service of a particular notice, file with the Clerks Office an affidavit of service that includes (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with their addresses, and (iii) the date and manner of service; Maintain copies of all proofs of claim and proofs of interest filed in the case; Maintain official claims registers in this case by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: (1) The name and address of the claimant or interest holder and any agent thereof (if the proof of claim or proof of interest was filed by an agent); (2) The date that the proof of claim or proof of interest was received by Omni and/or the Court; (3) The claim number assigned to the proof of claim or proof of interest; and (4) The asserted amount and classification of the claim.

Implement necessary security measures to ensure the completeness and integrity of the claims registers; Transmit to the Clerks Office a copy of the claims registers as requested by the Clerks Office; Maintain a current mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerks Office or any party in interest;

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8.

h.

Provide access to the public for examination of copies of the proofs of claim or proofs of interest in this Chapter 11 Case without charge during regular business hours;

i.

Create and maintain a website to disseminate case information including proofs of claim or interest, proof of claim forms, claims registers, case documents, Court and professional contact information and all other information deemed appropriate by the Court and/or Debtor;

j.

Record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e);

k.

Comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements;

l. m.

Provide temporary employees to process claims, as necessary; Promptly comply with such further conditions and requirements as the Clerks Office or the Court may at any time prescribe;

n.

Provide such other claims processing, noticing, and related administrative services as may be requested from time to time by Debtor;

o.

Provide the Clerk of the Court with access to inspect Omnis premises at any time; and

p.

Permit the Clerk of the Court to independently audit the claims information at any time.

Omni has also been requested to assist Debtor with other tasks, including the

preparation of (a) Debtors master creditor list, and maintenance thereof (b) Debtors bankruptcy schedules and statement of affairs, (c) required reports for the U.S. Trustees office, including the 7Day Package and monthly operating reports, and (b) ballots for the purpose of voting to accept or reject a chapter 11 plan, as well as the mailing and tabulation thereof. 9. Omni has represented to Debtor, among other things, that: a. Omni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its

-4LA566873

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10. d. c. b.

capacity as the claims administrator and noticing agent in this Chapter 11 Case; By accepting employment in this Chapter 11 Case, Omni waives any right to receive compensation from the United States government; and In its capacity as the claims administrator and noticing agent in this Chapter 11 Case, Omni will not be an agent of the United States and will not act on behalf of the United States. Omni is not a creditor in this Chapter 11 Case.

To the best of my knowledge and belief, neither I nor Omni holds or represents any

interest adverse to Debtors estate and Omni will not represent any other entity in connection with this Chapter 11 Case. 11. Based on the information available to me, I believe that Omni is a disinterested

person within the meaning of section 101(14) of the Bankruptcy Code and holds no interest adverse to Debtor and its estate for the matters for which Omni is to be employed. 12. I am not related or connected to and, to the best of my knowledge, no other

employee of Omni is related or connected to, any United States Bankruptcy Judge or District Judge for the Central District of California or the United States Trustee for Region 16 or any employee in the offices thereof. 13. To the best of my knowledge and belief, and except as described herein, neither I nor

Omni nor any officer or director of Omni has any connection or relationship with the Debtor, its creditors, or any other parties-in-interest in this Case (or their attorneys or accountants) that would conflict with the scope of Omnis retention or would create any interest adverse to Debtors estate, any Official Committee of Unsecured Creditors or any other party-in-interest. Omni has and will continue to represent clients that may be parties-in-interest in this Case in matters unrelated to this Case and has had and will continue to have relationships in the ordinary course of their businesses with certain professionals involved in this Case in connection with matters unrelated to this Case. 14. In performing the services of claims administrator and noticing agent, the proposed

rates to be charged by Omni are reasonable and appropriate for services of this nature. The rates

-5LA566873

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

set forth in the Omni Agreement are at least as favorable to the Debtor as the rates that Omni charges in cases in which it has been retained to perform similar services. 15. Prior to the Petition Date, the Debtor paid Omni a $69,238.61 retainer for the

services rendered and to be rendered in connection with its employment. On the Petition Date. Omni applied $44,238.61 for the payment of prepetition services and expenses. As such, Omni is not a creditor in this Chapter 11 Case. The balance of funds in the amount of $25,000 has been placed in a segregated trust account and will be retained by Omni as a post petition evergreen retainer on behalf of the Debtor to be applied against fees and costs expended in connection with Omnis proposed employment. The Debtors funds were the source of the retainer. 16. Debtor proposes to compensate Omni for its services on or after the tenth calendar

day after Omni serves an invoice on Debtor, the Office of the United States Trustee (the UST), and counsel to the Official Committee of Creditors Holding Unsecured Claims (the Committee),1 unless Debtor or Omni is notified, within the aforementioned ten day period, that Debtor, the UST, or the Committee object to the invoice, in which case the objecting party shall schedule a hearing before the Court to consider the disputed invoice. If an objection to an invoice is made, Debtor will pay Omni only the undisputed portion of the invoice, if any, and, if applicable, will pay the remainder to Omni upon the resolution of the disputed portion unless ordered otherwise by the Court. 17. There is no agreement or understanding between Omni and any other person or

entity for sharing compensation received or to be received for services rendered by Omni in connection with this Chapter 11 Case. 18. Omni shall perform the duties within the scope of its appointment under

28 U.S.C. 156(c) regardless of whether Omni has received payment in accordance with the Omni Agreement. To the extent Omni requires redress for non-payment of its fees and expenses, it will seek relief from the Court.

Until the Committee is appointed, Omni will serve its invoices on Debtors twenty largest unsecured creditors. -6LA566873

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

19.

Omni will comply with all requests of the Clerks Office, the guidelines promulgated

by the Judicial Conference, and any orders of this Court.

-7LA566873

To the best of my knowledge, after conducting or supervising the investigation described above, I declare under penalty of perjury under the laws of the United States of America, that the foregoing is true and correct.

2
3 4 5 6 7

8
9

Brian K. Osborne Member of Omni Management Group, LLC

10

11 12
13
14

15 16 17

18
19

20

21

22
23
24 25

26
27

28
-8-

Exhibit A

Attorney or Party Name, Address. Telephone & FAX Numbers, and California State Bar Number

Lisa Hill Fenning (SBN 89238) Harry Garner (SBN 254942) ARNOLD & PORTER LLP 777 S. Figueroa St., 441n Fl. Los Angeles, CA 90017-5844 Tel: (213) 243-4000 Fax: (213) 243-4199 Email: Lisa.Fenning@aporter.com Harr_y.Gamer@aporter.com UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA
In re:

FOR COURT USE ONLY

CHAPTER: CASE NO.:

11

DOWNEY REGIONAL MEDICAL CENTER-HOSPITAL, INC.,

DECLARATION TO BE FILED WITH MOTION ESTABLISHING ADMINISTRATIVE PROCEDURES RE 28 U.S.C. 156(c)

Debto r(s).

I have obtained the most recent and applicable version of the Mega Case Procedures Checklist from the Clerk of Court and have consulted with the Clerk or designee. The completed checklist is attached.

I declare under penalty of perjury under the laws of the United States of America that the attached Mega Case Procedures Checklist is true and correct and that this Declaratio s exe uted on September 10 , 2009 , at Encino, California. (city, state).

Brian K. Osborne Print Declarant's Name

This form is mandatory by Order of the United States Bankruptcy Court for the Central District of California.
January 2009

F 5075-1.1
American L!lll"INel,lnc. www.FarmsWorlt'Oow.com

Attorney or Party Name, Address, Telephone & FAX Numbers, and California State Bar Number

CHAPTER: CASE NO.:

11

LISA HILL FENNING (SBN 89238) HARRY E. GARNER (SBN 254942) ARNOLD & PORTER LLP 777 South Figueroa St., 44th Floor Los Angeles, CA 90017-5844 Tel: (213) 243-4019 Fax: (213) 243-4199 Email: Lisa.Fenning@aporter.com Harry. Garner@aporter. com

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

CASE NAME: Downey Regional Medical Center-Hospital, Inc.

MEGA CASE PROCEDURES CHECKLIST

Estimate of: Number of Creditors Number of Claims to be filed Number of Pleadings to be filed Number of Adversary Proceedings to be filed 5,000 2,000 unknown unknown Assets $100,000.00

It is proposed the following will be employed by the estate (check all that apply): Noticing Agent/Claims Processor .; Estate Clerk _ _ _ Independent Printer _ _ _ O t h e r - - - - - - -

Instructions:

Mark either the "YES" or "NO" box for each question listed in this declaration. For each question that a "NO" box is marked (other than question 1, 20 or 30), an explanation must be provided on the "COMMENTS" page.

I.

Noticing Agent/Claims Processor

Delegation of Noticing/Claims Service Functions- The noticing/claims agent ("Agent") maintains the claims docket for the Court and performs all claims functions required by statute. The noticing/claims agent also maintains a database of all creditors in the case and sends notices to these creditors, as requested by the Court.

YES

NO
1. 2. Are you proposing the estate hire a Noticing Agent/Claims Processor? (If no, skip to Section II.) Is the price list attached to the motion and are the service charges fair and reasonable? Does the motion state the Debtor has surveyed or solicited bids from different claims processing and noticing agents before designating a proposed agent? If no, what criteria was used to select the agent? Claims agent is well respected and has vast experjence including numerous cases filed within the Central District of California Bankruptcy Court.

0 D 0 D D 0

3.

3a.

0 D 0 D lZl D

4.

Does the motion state the Agent is not a creditor in the case? Does the motion state the Agent shall be subject to the consent and approval of the Clerk of Court? Does the motion state the Agent shall be at the expense of the estate and be paid directly by the Debtor?

s.
6.

Mega Case Procedures Checklist - Page 2 of 5

YES

NO

[{] [{] [{]

[{]
[{]

D D D D D D D D D D

7.

Does the motion state the Agent shall be under the supervision and control of the Clerk of Court but not be an employee of the United States government? Does the motion state the Agent shall waive any rights to receive compensation from the United States government in its capacity as Agent in this case? Does the motion state the Agent shall not employ any past or present employees of the Debtor in connection with its work as the Agent in this case unless otherwise approved by the Clerk of Court? Does the motion state the Agent shall maintain copies of all proofs of claim or interest at a location other than where the originals are maintained? Does the motion state the Agent shall implement security measures to ensure the completeness and integrity of the claims registers as approved by the Clerk of Court? Does the motion state the Agent shall transmit to the Clerk of Court a copy of the claims registers every week or as frequently as requested by the Clerk of Court? Does the motion state the Agent shall provide a proof of claim viewing area without charge during normal business hours (9:00 a.m.-4:00 p.m. Pacific Time)?

8.

9.

10.

11.

[{] [{]

12.

13.

13a. In what city is the viewing area located? (provide address) 16501 Ventura Blvd .. Suite 440. Encino. CA 91436

[{] [{]

14. 15.

Does the motion state the Clerk of Court shall be entitled to inspect the Agent's premises at anytime? Does the motion state the Agent shall audit the claims information periodically to satisfy the Clerk of Court that the claims information is being appropriately and accurately recorded in the Court's claims register? Does the motion state the Clerk of Court shall be able to independently audit the claims information at anytime?

[{]
II.

16.

Motions and Other Pleadings

0 D

17.

Does the motion state the party submitting a particular pleading or other document with the Court shall be responsible for all noticing and service functions relevant to the particular matter as may be required under applicable rules and shall file with the Clerk of Court a declaration of service regarding such noticing and service?

Ill. Notice of Entry of Order or Judgment

I./ I D

18.

Does the motion state the attorney for the party submitting the proposed order or judgment shall serve copies upon all parties entitled to receive notice of the entry of the order or judgment as soon as practicable? Does the motion state the attorney shall be responsible for photocopying the conformed copies in order to relieve the Clerk's Office from the large burden of photocopying these orders?

I./I D

19.

June 19, 2003

Mega Case Procedures Checklist - Page 3 of 5

IV. Employment of Special Employees of the Estate (Estate Clerk)

YES

NO

D 0

20. 21. 22. 23. 24. 25. 26. 27.

Does the motion state the Debtor shall furnish one or more employees to assist the Clerk's Office in the administration of this case as the Clerk of Court deems necessary. (If no, skip to Section V.) The employee shall not be designated as a part-time employee in the motion or order? Does the motion state the employee of the Estate shall be subject to the consent and approval of the Clerk of Court? Does the motion state the employee of the Estate shall be at the expense of the estate and be paid directly by the Debtor? Does the motion state the employee of the Estate shall be under the supervision and control of the Clerk of Court but not be an employee of the United States government? Does the motion state an employee ofthe Estate shall waive any rights to receive compensation from the United States government in its capacity as an employee in this case? Does the motion state an employee of the Estate shall not be a past or present employee of the Debtor unless otherwise approved by the Clerk of Court? Does the motion state an employee of the Estate may perform non-estate functions as the Clerk of Court deems necessary in exchange for Clerk's Office employees performing court-related docketing functions for the Estate?

D D D D D D D D D D D D
D D

V. Additional Space and Equipment

D l./ I
D I./ I

28.

Does the motion state the Debtor shall be directly responsible for the cost of any additional space or equipment such as designated telephone lines and automation equipment, etc., if necessary? Does the motion state the Debtor shall be responsible for payment for the designated post office boxes retained for receiving filings in this case?

29.

VI. Independent Printer

Delegation of Printer Functions- At an offsite location near the Court, the independent printer ("Printer") maintains copies of all orders, pleadings and other documents filed in the case for inspection by the public during business hours. The printer also provides copies of these documents and case dockets to the public for a fee.

D 0
D D D D D D

30. 31. 32. 33.

Are you proposing the estate hire a Printer? (If no, skip to the signature section VII.) Is the Printer located off the Court's premises but in close proximity to the appropriate divisional office of the Court? Is the price list attached to the motion and are the service charges fair and reasonable? Does the motion state the service charges cannot be changed without prior approval from the Clerk of Court?

June 19, 2003

Mega Case Procedures Checklist- Page 4 of 5

YES

NO
34. Does the motion state the Debtor has surveyed or solicited bids from different printing services before designating a proposed printer?

D D D D D D D D
D

34a. If no, what criteria was used to select the proposed Printer?

D D D D D D D

35. 36. 37.

Does the motion state the Printer shall not be a creditor in the case? Does the motion state the Printer shall be subject to the consent and approval of the Clerk of Court? Does the motion state the Printer shall be at the expense of the estate and be paid directly by the Debtor? Does the motion state the Printer shall be under the supervision and control of the Clerk of Court but not be an employee of the United States government? Does the motion state the Printer shall waive any rights to receive compensation from the United States government in its capacity as Printer in this case? Does the motion state the Printer shall not employ any past or present employees of the Debtor in connection with its work as the Printer in this case unless otherwise approved by the Clerk of Court? Does the motion state the Printer shall provide a proof of claim viewing area without charge during normal business hours (9:00 a.m.-4:00 p.m. Pacific Time)?

38.

39.

40.

41.

41a. In what city is the viewing area located? (provide address)

D D

42.

Does the motion state the Printer shall provide the Clerk of Court copies of any document filed in this case without charge? Does the motion state the Printer shall implement security measures to ensure the completeness and integrity of the set of pleadings as approved by the Clerk of Court? Does the motion state the Clerk of Court shall be entitled to inspect the Printer's premises at anytime?

D D D D

43.

44.

June 19, 2003

Mega Case Procedures Checklist - Page 5 of 5 COMMENTS: If you need additional space, please attach an additional piece of paper. Item# ...f._ Comment: The Debtor does not contemQiate regards to this matter.
an~

need for additional SQace or eguiQment in

Item# ~

Comment:

If needed, the Debtor shall be resQonsible for the box.

Qa~ment

of a designated QOSt office

Item#

--

Comment:

Item#

--

Comment:

Item#

--

Comment:

COMMENTS OF THE CLERK'S OFFICE

The Clerk's Office has no objection.

D D

The Clerk's Office objects as set forth below.

Other:

Dated:

By:-----------------Signature

Print Name and

June 19, 2003

Exhibit B

LA: 568607v1

SOMNI
Management Group

August 11, 2009 Mr. Robert Fuller Chief Operating Officer Downey Regional Medical Center 11500 Brookshire Avenue Downey, CA 90241 Re: Letter of Agreement Dear Mr. Fuller: This letter will acknowledge, that at the recommendation of Lisa Penning of Arnold & Porter, LLP, you have requested that Omni Management Group. LLC, ("Omni") provide services to Downey Regional Medical Center in connection with preparations for a Chapter 11 proceeding (the "Company"). Omni will make itself available to the Company for the purposes of assisting the Company with pre-chapter preparations, assist with the requirements of the United States Trustee, preparation of the Master Mailing Matrix, preparation of the Schedules of Assets and Liabilities and Statement of Financial Affairs, Claims Management, Noticing, as well as development and maintenance of an informational website and any other services requested by the Company. The services rendered will be at our normal hourly rates, which range from $35.00 to $295.00 per hour as per the attached rate sheet. Rates are adjusted annually on January 2 of each year, and are subject to increases not to exceed 10% per annum. Increases greater than 10% per annum will be discussed with you before becoming effective. For all such services rendered, we require a $25,000 deposit. All charges will be on a portal to portal basis plus out-of-pocket expenses. Invoices will be submitted monthly and are payable upon submission to restore the deposit to its original $25,000.

16501 Ventura Boulevard Suite440 Encino, CA 914362068

www.omnlmgt.com www.clalmsmanager.com
818906-8300 818 783-2737 Fax

!IOMNI
Management Group

Downey Regional Medical Center August 11, 2009 Page Two

Should you have any questions regarding the above please do not hesitate to call. Please acknowledge the above by signing and returning a copy of this letter.

/cr

cc:

Lisa Penning, Esq. Eric Schwarz Robert Berger

Downey Regional Medical Center

By:

DMRC-agreement letter

16501 Ventura Boulevard Suite 440 Encino, CA 91436-2068 www.omnlmgt.com www.clalmsmanager.com

818-906-8300 818-783-2737 Fax

WfREINSTRUCTIONS

DATE: _ _ _ _ _ __

ACCOUNT NAME:

ACCOUNT NUMBER: AMOUNT OF WIRE: NAME OF BANK: BANK ROUTING NO:

Omni Management Group, LLC 16501 Ventura Blvd., #440 Encino, CA 91436 Trust Account 1300054516 $25,000.00 Union Bank of California, Encino Branch 16633 Ventura Blvd. Encino, CA 91436 122000496

Omni Management Group, LLC

16501 Ventura Blvd., Suite 440 Encino, California 91436
Tel: (818) 906-8300 Fax: (818) 783-2737
Ttttp:l!www.claimsiiUUiager.com

Rate Schedule

Rates Effective: January l, 1009

1. One-Time Database Setup

Configuration and customization of database for client's needs based on initial conference 2. Informational Website Creation, Configueration and Initial Set-up Data Entry and Information Updates Programming and Customization Monthly Hosting Scanning

WAIVED

WAIVED

$75 - $95 per hour $130 - $200 per hour $250.00 per month $.30 per page I plus $35 per hour

3. 800 Number
Creation, Configuration and lntial Set-up Monthly Hosting Fee Per Minute Charge Hourly Service (actual talk time and log entry time)
WAIVED

$5.00 per month $.075 per minute $75.00 per hour

4. Court Claims Docket

Creation and Updating of Court Proofs of Claim Docket
WAIVED

S. Claim Processing
Proofs of Claim input Verification of claims input Scanning input ofProofs of Claim $1.50 each per Omni Generated Form $3.50 each per Non Omni Generated Forms $35.00 - $65.00 per hour $.30 per page I plus $35.00 per hour

OMNI CLAIM RATE SHEET 811112009

1 of3

Omni Management Group, LLC

16501 Ventura Blvd., Suite 440 Encino, California 91436
Tel: (818) 906-8300 Fax: (818) 783-2737
http://www.clidmsiiUUfqer.com

Rate Schedule

Rates Effeetive: January 2, 2009

6. Standard and Customized Services

Senior Consultants Consultant/Project Specialists Programming Clerical Support

7. Remote Internet Access - for Claims Management

$195.00- $295.00 per hour $75.00- $125.00 per hour $130.00- $200.00 per hour $35.00 - $95.00 per hour

One-Time Set-Up Fee

WAIVED (One Time Set Up)

$500.00 per month per debtor, includes up

to 3 users
$70.00 per additional user per month 8. Expenses

Postage, Delivery, Phone Postage - Mailings Faxes - Incoming/Outgoing Labels (includes charges for printing on envelopes) Envelopes Document Folding and Inserting Electronic Servicing

At cost
$10,000 or over - advance payment

required
$.25 per page $.07 each

Price varies as per size

$.05 each
$50.00 per 1,000

OMNI CLAIM RATE SHEET 8/1112008

2of3

Omni Management Group, LLC

16501 Ventura Blvd., Suite 440 Encino, California 91436
Tel: (818) 906-8300 Fax: (818) 783-2737 htlp:llwww.cllllmsaager.co

Rate Schedule

Rates Effective: January 2, 2009

9. Support Services

Photocopies/Printing Monthly Data Storage

10. Balloting Services and Fees

$.10 per page $.07 per creditor on file

Plan & Disclosure Statement Mailings Ballot Tabulation & Verification

11. Newspaper Legal Notice Publishing

Quoted prior to printing Standard service rates (See Item 4 above)

Coordinate and Publish Legal Notice

Quote prior to publishing

12. Schedule of Assets & Liabilities and Statement of Financial Aft'airs

Accumulate data necessary to assist with the preparation of the Schedule of Assets & Liabilities and Statement of Financial Affairs
13. Archival DVD/CD-Rom

$65.00 - $250.00 per hour

Create DVD/CD
Time and half rates apply for evening and weekend work

$40.00 per copy

OMNI CLAIM RATE SHEET 811112009

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