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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)
MOTION OF DEBTORS FOR ENTRY OF AN ORDER PURSUANT TO 11 U.S.C.
lOS( a), 363(b), 363(c), 541(b)(7), 541(d), 1107(a), AND 1108 AND FED. R. BANKR. P. 6003
AND 6004 (I) AUTHORIZING THE DEBTORS TO PAY CERTAIN PREPETITION
(A) WAGES, SALARIES AND OTHER COMPENSATION; (B) REIMBURSABLE
EMPLOYEE EXPENSES; AND (C) EMPLOYEE MEDICAL AND SIMILAR
BENEFITS; (II) AUTHORIZING AND DIRECTING BANKS AND OTHER FINANCIAL
INSTITUTIONS TO HONOR ALL RELATED CHECKS AND ELECTRONIC
PAYMENT REQUESTS; AND (ill) GRANTING RELATED RELIEF
The above-captioned debtors and debtors in possession (collectively, the
"Debtors") hereby move (the "Motion") for entry of an order, pursuant to sections 105(a),
363(b), 363(c), 54l(b)(7), 54l(d), 1107(a), and 1108 of title 11 of the United States Code (the
"Bankmptcy Code") and Rules 6003(b) and 6004(h) of the Federal Rules of Banklllptcy
Procedure (the "Bankruptcy Rules"), (i) authorizing, but not directing, the Debtors to pay all
prepetition (a) wages, salaries, overtime pay, commissions, bonuses, paid time off, holiday pay,
and other accrued compensation, as well as all withholdings and deductions related thereto; (b)
reimbursable employee expenses; and (c) contributions to and benefits under workers'
compensation insurance programs, employee medical and similar benefit plans; (ii) authorizing
and directing banks and other financial institutions to receive, process, honor and pay all checks
The Debtors, along witb the last four digits of their federal tax identification numbers, are: Crderrtia
Corp.(5701), ATS Universal, LLC (3980), Baker Anderson Christie, Inc. (3631), CRDE Corp. (2509), GHS
Acquisition Corporation (9736), Healtb Industry Professionals, LLC ( 4246), HIP Holding, Inc. (3468), MP Healtb
Corp. (4403), New Age Staffing, Inc. (1214) and Nurses Network, Inc. (6291). The Debtors' mailing address for
purposes ofthese cases is 1964 Howell Branch Road, Ste. 206, Winter Park, Florida 32792.
presented for payment and electronic payment requests relating to the foregoing; and (iii)
granting related relief. In support of this Motion, the Debtors respectfully state as follows:
JURISDICTION
1. The Court has jurisdiction over the Motion pursuant to 28 U.S. C. 157 and 1334.
This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of these
proceedings and the Motion in this Comi is proper under 28 U.S.C. 1408 and 1409.
2. The statutory bases for the relief requested herein are sections 105(a), 363(b),
541(b)(7), 541(d), 1107(a), and 1108 of the Bankmptcy Code, as supplemented by Bankmptcy
Rules 6003 (b) and 6004(h).
BACKGROUND
3. On March 17, 2010 (the "Petition Date"), the Debtors connnenced their bankmptcy
cases by filing voluntary petitions for relief under chapter 11 of the Bankmptcy Code. No
trustee, examiner or creditors' connnittee has been appointed in these cases. The Debtors are
operating their respective businesses as debtors-in-possession pursuant to sections 1 I 07 and
1108 of the Bankruptcy Code.
4. The events leading up to the Petition Date and the facts and circumstances
supporting the relief requested herein are set forth in the Declaration of Rebecca Irish in Support
of the Debtors' Chapter I I Petitions and First Day Pleadings filed contemporaneously herewith
and incorporated herein by reference.
RELIEF REQUESTED AND BASIS THEREOF
5. The Debtors seek the entry of an order under 105(a) and 507(a)(4) and (a)(5) of
the Bankruptcy Code authorizing, but not directing, it to pay prepetition wages, compensation,
and employee benefits (the "Prepetition Employee Obligations") in the ordinary course of
business, on an unaccelerated basis, as such payments become due and payable and to the extent
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adequate funds are available to make such payments. The requested relief shall be without
prejudice to the Debtors' right to contest the amounts of any Prepetition Employee Obligation on
any grounds.
6. It is axiomatic that continued loyalty of a debtor's employees is a necessaty
component to any successful reorganization. This is particulmly true in service oriented
businesses such as the Debtors' business. The filing of a chapter 11 petition is a stressful and
uncertain time for a debtor's employees, most of whom are not familiar with the nuances of
bankruptcy that many practitioners often take for granted. Such stress and uncertainty often
cause poor employee morale just at that critical time when a debtor needs its employees to be
most loyal. Low morale may be further compounded if certain employees perceive themselves
to have received less favorable treatment than others. Moreover, some employees live paycheck
to paycheck and would suffer severe adverse consequences if they failed to receive their full
compensation. Additionally, the majority of such claims would be entitled to priority treatment
under section 507 of the Bankruptcy Code.
7. Honoring the Debtors' Prepetition Employee Obligations will mmnmze the
hmdship that employees will cettainly endure if payroll is interrupted and will prevent the
wholesale loss of employees that would ensue if the employees lost the reasonable expectation
that they will be paid for their work. As such, the Debtors seek to continue to compensate
employees and provide benefits in the ordinary course regatdless of when the applicable wages
were earned or benefits were accrued.
A. EMPLOYEE OBLIGATIONS
8. As of the Petition Date, the Debtors' workforce consists of eight hundred seventy-
four (874) employees (collectively, the "Employees"), comprised of sixty-five (65) office and
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administrative staff ("Administrative Employees") and eight hundred nine (809) field staff
("Field Employees"). Additionally, the Debtors have prepetition COBRA obligations owed on
behalf of six (6) former employees. The Debtors estimate that these COBRA obligations
average approximately $1,270 per month and will continue for approximately thirteen (13) to
eighteen (18) more months.
9. All of the Employees and former employees are or were employed by Crdentia
Corp. ("Crdentia").
10. Crdentia pays the Administrative Employees in arrears every two weeks for 26 pay
periods per year. Of the Administrative Employees, forty ( 40) are full time and receive an
annual salary with the same amount paid each pay period; fourteen (14) are full time employees
and are paid hourly with approximately the same amount paid each pay period; three (3) are part
time employees and are paid hourly with the approximately the same amount paid each pay
period; and eight (8) are paid on commission. Employees paid on commission are paid a set
dollar amount per day, per case or per shift. Crdentia's payroll each pay period for the
Administrative Employees is approximately $140,000.
11. Crdentia pays the Field Employees iu arrears every week for 52 pay periods per
year. All Field Employees are pmi time employees and are paid hourly or a flat rate per visit,
with approximately the same amount paid each pay period. Locum Tenens independent
contractors me paid 1099 wages. Crdentia' s payroll each pay period for the Field Employees is
approximately $160,000- $180,000.
12. Payroll is paid through a third-party payroll administrator, Paycom Payroll, LLC,
(the "Payroll Service"), which charges a base fee per payroll plus per check/transaction chmges
of approximately $1,035 per week, plus actual delivery costs of approximately $198 per week.
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Crdentia pre-pays the payroll amount by wiring to the Payroll Service the payroll amount and
processing fee(s). Crdentia receives the funds to pay the payroll amount by weekly wire
transfers from its secured lender, Com Vest Capital, LLC ("Com Vest"). Upon receipt of the wire
transfers by the Payroll Service, it distributes the payroll via physical check sent to the
Employees or direct deposit of funds into the Employee's bank account, at the discretion of the
Employee. As of the Petition Date, Crdentia is current on its payroll obligations and on its
obligations to the Payroll Service.
13. Field Employees have the option of taking an advance of up to 70% of their weekly
paycheck tluough use of a cash card issued by Global Cash Card ("GCC"), the payroll advance
administrator. Pursuant to a certain Payroll Cash Card Services Agreement dated February 12,
2009 between GCC and Crdentia Corp., as amended, GCC provides electronic funds transfer
services tluough electronic cash cards which are issued to each Field Employee. The cash cards
are similar to ATM or debit cards. Crdentia funds its account with GCC by making daily or
weekly wire deposits into the account. GCC allocates the funds to the cash card of each Field
Employee that has requested an advance. Advances may be taken as often as daily. Any
advances taken during a weekly pay period will be deducted from the total payroll amount due to
the Field Employee from the Payroll Service at the end of such pay period. Approximately 75-
80% of the Field Employees take advantage of this advance option on a regular and habitual
basis. Other than security authenticator fees and fees for notifications, which are paid per
pmiicipant, Crdentia does not pay GCC for its services. Rather, GCC receives service and
transaction fees from each Employee who uses the service.
14. Although at this time Crdentia does not request authority to assume the contract
with the Payroll Service and GCC, it requests authority to continue using the Payroll Service as
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its payroll administrator and GCC as its payroll advance administrator under the tenns and
conditions contained in their respective prepetition contracts.
15. During each pay period, Crdentia makes a deduction from the Employees' pay for
certain obligations, including, but not limited to, federal income taxes, federal unemployment
and disability taxes, social security and Medicare taxes (collectively, the "Payroll Tax
Deductions"), and subsequently remit the withholdings to the relevant governmental authorities.
The Debtors estimate that the Payroll Tax Deductions average approximately $302,000 per
month. As of the Petition Date, Crdentia is cunent with respect to the Payroll Tax Deductions.
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16. In addition, as set forth in more detail below, Crdentia makes deductions from
Employee pay for Employee contributions with respect to a 401(k) plan administered by
Principal Financial Group of Principal Life Insurance Company. There are cunently seven (7)
active participants in the 401(k) plan. The plan provides for discretionary matching
contributions by Crdentia. Typically, such contributions to the 401(k) plan are remitted by
Crdentia to the third-party administrator of the plan (collectively, the "Benefits Deductions").
The Debtors estimate that the Benefits Deductions average approximately $9,112 per month.
During the year ended December 31, 2009, Crdentia did not make any discretionary matching
contributions under this plan.
17. Crdentia customarily reimburses the Employees for a variety of business expenses
incuned in the ordinary course of their employment ("Reimbursement Obligations"). These
Reimbursement Obligations include, among other things, business-related travel and business-
related expenses, including but not limited to mileage, car/taxi rental, airfare, parking, meals,
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In the ordinary course of processing payroll checks for the Employees, the Debtors may also, from time to
time, be required to withhold certain amouots for v.rrious garnishments. The aruouuts of such garnishments
are de minimis.
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ente1iainment, lodging, office supplies, phone, dues and memberships fees. Crdentia typically
reimburses Employees for business expenses on an as-needed basis via check or direct deposit.
The average monthly reimbursements for the fiscal year ended December 31, 2009 was $10,633.
Crdentia cannot determine the precise amount of Reimbursement Obligations at any given time,
as Employees may always have reimbursable expenses that have not been submitted.
18. In the ordinmy course of its business, Crdentia provides each of their Employees
with ce1iain benefits, including medical, dental, life insurance and workers' compensation
insurance. Crdentia covers approximately 70% of the cost of the medical insurance plans for
Administrative Employees and their spouses and/or dependents, and approximately 60% of the
cost of medical insurance plans for Field Employees and their spouses and/or dependents.
Employees may participate in a dental insurance plan, which is I 00% Employee-paid.
Additionally, Crdentia provides $15,000 of life insurance coverage to each employee at a cost to
Crdentia of $2.40 per employee per month. Crdentia covers 100% of the cost of the life
insurance premium for this benefit. Insurance premiums for voluntary life, dependent life, short-
term disability and long term disability are 100% Employee-paid. Crdentia pays in the aggregate
for all Employees approximately $49,260 per month for the foregoing Employee benefits.
19. Crdentia offers paid vacation to the full-time Employees based upon the
Employees' experience. Pursuant to Crdentia's vacation policy, after employment for 90 days,
employees will receive cash for accmed paid time off hours earned upon proper resignation,
separation or retirement, provided the departure from the company is not due to gross negligence
or unethical behavior. hi addition, unused paid time off hours of between two and four days
(depending on level of employment) may be cmTied over from yem to year. Postpetition, the
Debtors intend to continue this policy. Accordingly, during the postpetition period, the Debtors
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anticipate that most or all accmed prepetition vacation days will not be paid in cash, but, rather,
will be used by the Employees. As of January 31, 2010, the total value of all accrued but unused
vacation pay of the Employees is approximately $43,153. Additionally, the Debtors close for
business on certain days throughout the year in recognition of holidays, which include but are not
limited to, New Years, Memorial Day, Independence Day, Labor Day, Thanksgiving, and
Christmas.
20. Listed on the Debtors' books are liabilities to certain current and former officers
and directors for defeJTed compensation the ("Defened Compensation") The Debtors are not
seeking authority at this time to pay any amounts which may be owed for Deferred
Compensation.
B. APPLICABLE AUTHORITY
21. Pursuant to Bankruptcy Code sections 507(a)(4)(A) and 507(a)(5), claims of
employees against a debtor up to a total of $10,950 (the "Priority Limit") for "wages, salaries, or
commissions, including vacation, severance and sick leave pay" and contributions to an
employee benefit plan earned within 180 days before the Petition Date are afforded priority
status. 11 U.S.C. 507(a)(4)(A), 507(a)(5). As of the Petition Date, no Employees were owed
wages that exceed the Priority Limit. Fmthermore, when adding the booked value for unaccmed
vacation pay to wages owed, no Employees have Prepetition Employee Obligations that exceed
the Priority Limit.
22. In addition, this Comi has authority to grant the relief requested herein pursuant to
Sections 363(b) and 105(a) of the Bankmptcy Code. Section 363(b)(l) of the Bankmptcy Code
provides that ."[ t ]he tmstee, after notice and a hearing, may use, sell or lease, other than in the
ordinary course of business, prope1iy of the estate." 11 U.S.C. 363(b)(l). Section 105(a) of the
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Bankmptcy Code provides, in relevant pati, that "[t]he court may issue any order, process, or
judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C.
105(a). Pursuant to Section 105(a) of the Bankruptcy Code, a bankruptcy couti has broad
authority to enforce the provisions of the Bankruptcy Code either under the specific statutory
language of the Bankruptcy Code or under equitable doctrines. Coutts within this jurisdiction
and in other jurisdictions have entered similar orders providing for the payment of pre-petition
employee compensation and benefits. See, e.g., In re Foamex Int'l. Inc., Case No. 05-12685
(PJW) (Bankr. D. Del. Sept. 20, 2005); In re Allied Holdings, Inc., Case Nos. 05-12515- 05-
12537 (Bankr. N.D. Ga. Aug. 1, 2005) (Drake, J.); In re America Online Latin America, Inc.,
Case No. 05-11778 (MFW) (Bankr. D. Del. June 27, 2005); In re Meridian Automotive Systems,
Case No. 05-11168 (MFW) (Bankr. D. Del. May 26, 2005); In re Rhodes, Case Nos. 04-78434-
04-78436 (Bankr. N.D. Ga. Nov. 8, 2004) (Diehl, J.); In re Galey and Lord, Inc., Case No. 04-
43106 (Bankr. N.D. Ga. Aug. 19, 2004) (Diehl, J.); In reDan River Inc., Case No. 04-10990
(Bankr. N.D. Ga. Apr. 12, 2004) (Drake, J.).
23. Moreover, coutis have authorized debtors to pay pre-petition amounts pursuant to
Section 363(b) when sound business justification exists, and the payments are necessary to the
reorganization process, and such relief has not been limited to the payment of employee benefits.
See, In re Tropical Sportswear, Int'l Corp., 320 B.R. 15 (Bankr. M.D. Fla. 2005) (allowing
payment of pre-petition amounts owed to vendors critical to success of ongoing business
operations).
24. Other comis also have recognized the applicability of the "necessity of payment"
doctrine with respect to the payment of pre-petition employee compensation and benefits. See,
e.g., In re Chateaugay Corp., 80 B.R. 279 (S.D.N.Y. 1987) (under "necessity of payment"
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doctrine, it is appropriate for bankruptcy court to defer to debtor's business judgment in
permitting payment of certain workers' compensation claims); In re Ionosphere Clubs, Inc., 98
B.R. 174, 176 (Banlu. S.D.N.Y. 1989) ("This rule recognized the existence of judicial power to
authorize a debtor in a reorganization case to pay pre-petition claims where such payment is
essential to the continued operation of the debtor."); In re Gulf Air, Inc., 112 B.R. 152 (Bankr.
W.D. La. 1989) (authorizing debtor-in-possession to pay pre-petition employee wages and
benefits, and health, life, and workers' compensation insurance premiums); In re Braniff, Inc.,
218 B.R. 628, 633 (Bankr. N.D. Fla. 1998) (noting that debtor may pay pre-petition wages when
necessary to ensure employees remain on the job post-petition). The Debtors submit that, as
illustrated below, application of the "necessity of payment" doctrine is wholly warranted in these
cases.
25. Denial of the Prepetition Employee Obligations will adversely impact the Debtors'
relationship with their Employees and Staffing Professionals and will irreparably impair the
morale, dedication, confidence, and cooperation of the very people upon whom the Debtors rely
in order to see their business through this difficult period. The stability of the Debtors may thus
be undermined by the possibility that otherwise loyal employees will seek other employment
alternatives.
26. The Debtors do not seek to alter their compensation, vacation, and other benefit
policies in this Motion, and this Motion is not to be deemed an assumption or adoption of any
agreement or policy providing for any such benefits. Instead, this Motion is intended only to
permit the Debtors, in their discretion, to make payments consistent with those policies and to
permit the Debtors, in their discretion, to continue to honor their practices, programs, and
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policies with respect to their Employees and Staffing Professionals, as such practices, program,
and policies were in effect as of the Petition Date.
27. For the foregoing reasons, the Debtors seek authorization, but not direction, to pay,
perform or otherwise honor, any or all Prepetition Employee Obligations - but not DefelTed
Compensation - in the ordinary course of business, on an unaccelerated basis, as such payments
become due and payable and to the extent adequate funds are available to make such payments,
and to pay those Prepetition Employee Obligations (if any) for which checks were issued but
failed to clear the Debtors' bank accounts before the Petition Date.
28. Nothing in this Motion is intended, nor should it be construed, to impair the
Debtors' rights to contest the amount, basis, or validity of any Prepetition Employee Obligations
that may be alleged to be due, and the Debtors expressly reserve all rights with respect thereto.
BANKRUPTCY RULE 6003 HAS BEEN SATISFIED
29. Pursuant to Bankruptcy Rule 6003, the court may grant relief regarding a motion to
pay all or part of a prepetition claim that arose before the Petition Date within twenty days after
the filing of the petition if the relief is necessary to avoid immediate and irreparable harm. The
payment of prepetition amounts owed to Employees is necessary in these chapter 11 cases to
avoid immediate and ineparable harm.
30. The Debtors' Employees are vital to the Debtors' business operations and perform a
variety of critical functions. Failure to satisfY obligations with respect to the Employees in the
ordinary course ofbusiness during the first twenty days of these cases will jeopardize the loyalty
and trust of the Employees. Certain of the Employees may leave and thereby cause serious
disruption to the Debtors' business operations during this critical period. Any such disruption
would likely have a material adverse effect on the value of the Debtors' estates.
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31. Moreover, the Debtors' Employees rely on their compensation, benefits, and
reimbursement of their expenses to continue to pay their daily living expenses and may be
exposed to significant financial difficulties if the Debtors are not permitted to pay the Employees
in the ordinary course of business. Accordingly, the Debtors submit that they have satisfied the
requirements of Bankruptcy Rule 6003 to suppmt immediate payment of the Employee
obligations.
WAIVER OF BANKRUPTCY RULE 6004(h)
32. The Debtors further seek a waiver of any stay of the effectiveness of the order
approving this Motion. Pursuant to Bankluptcy Rule 6004(h), "[a]n order authorizing the use,
sale, or lease of propetty other than cash collateral is stayed until the expiration of 10 days after
entry of the order, unless the court orders otherwise." Fed. R. Banh. P. 6004(h). As set forth
above, maintaining the Employees Claims and Benefits is necessary to prevent irreparable
damage to the Debtors' business operations and, therefore, the value of the Debtors' business
pending a sale. Accordingly, the Debtors submit that ample cause exists to justify a waiver of
the ten (10) day stay imposed by Banhuptcy Rule 6004(h), to the extent it applies.
DEBTORS' RESERVATION OF RIGHTS
33. Nothing contained herein is intended or should be construed as an admission of the
validity of any claim against the Debtors, a waiver of the Debtors' rights to dispute any clai111, or
an approval or assumption of any agreement, contract, or lease under section 365 of the
Bankruptcy Code. The Debtors expressly reserve their rights to contest any invoice with respect
to insurance premiums under applicable non-bankruptcy law. Likewise, if this Court grants the
relief sought herein, any payment made pursuant to the Court's order is not intended and should
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not be construed as an admission of the validity of any claim or a waiver of the Debtors' rights to
dispute such claim subsequently.
NOTICE
34. Notice of the Motion has been provided to: (a) the United States Trustee; (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; and (c) counsel for
Com Vest. In light of the nature of the relief requested herein, the Debtors submit that no other or
further notice is required.
NO PRIOR REQUEST
35. No previous request for the relief sought in this Motion has been made to this Court
or any other comt.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CONCLUSION
WHEREFORE, the Debtors respectfully request that this Court enter an order,
substantially in the form attached hereto as Exhibit A, (i) authorizing, but not directing, the
Debtors to pay certain prepetition (a) wages, salaries, bonuses and other compensation; (b)
reimbursable employee expenses; (c) employee medical and similar benefits; (ii) authmizing and
directing banks and other financial institutions to receive, process, honor and pay all checks
presented for payment and electronic payment requests relating to the foregoing; and
(iii) granting such other and finiher relief as may be just and proper.
Dated: March 17,2010
Wilmington, Delaware
BAYARD,P.A
lsi 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-
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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Exhibit A
Proposed Order
Inre
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CRDBNTIA CORP., et al./ Case No. 10-___ _
Debtors. (Joint Administration Requested)
ORDER PURSUANT TO 11 U.S. C. lOS( a), 363(b), 363(c), 541(b)(7), 541(d),
1107(a), AND 1108 AND FED. R. BANKR. P. 6003 AND 6004 (I) AUTHORIZING
THE DEBTORS TO PAY CERTAIN PREPETITION (A) WAGES, SALARIES
AND OTHER COMPENSATION; (B) REIMBURSABLE EMPLOYEE
EXPENSES; AND (C) EMPLOYEE MEDICAL AND SIMILAR BENEFITS; (II)
AUTHORIZING AND DIRECTING BANKS AND OTHER FINANCIAL
INSTITUTIONS TO HONOR ALL RELATED CHECKS AND ELECTRONIC
PAYMENT REQUESTS; AND (liD GRANTING RELATED RELIEF
Upon the motion (the "Motion")
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of the above-captioned debtors (collectively, the
"Debtors") for the entry of an order (this "Order"), pursuant to sections 105(a), 363(b), 363(c),
541(b)(7), 541(d), 1107(a), and 1108 of title 11 of the Banktuptcy Code and Bankruptcy Rules
6003(b) and 6004(h), (i) authorizing, but not directing, the Debtors to pay all prepetition (a)
wages, salaries, ove1iime pay, commissions, bonuses, paid time off, holiday pay, and other
accrued compensation, as well as all withholdings and deductions related thereto; (b)
reinlbursable employee expenses; and (c) contributions to and benefits under workers'
compensation insurance programs, employee medical and similar benefit plans; (ii) authorizing
and directing banks and other financial institutions to receive, process, honor and pay all checks
2
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) 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.
Capitalized terms not defined herein shall have the meanings set forth in the Motion.
presented for payment and electronic payment requests relating to the foregoing; and upon the
Declaration of Rebecca Irish in Suppmt of the Debtors' Chapter 11 Petitions and First Day
Pleadings; and due and sufficient notice of the Motion having been given; and it appearing that
no other or further notice need be provided; and upon the record herein; and it appearing that the
relief requested by the Motion is in the best interest of the Debtors' estates, the Debtors'
creditors and other patties in interest; and after due deliberation and sufficient cause appearing
therefor;
IT IS HEREBY ORDERED THAT:
I. The Motion is GRANTED.
2. The Debtors are authorized, but not directed, to pay, in accordance with the
Debtors' stated policies and prepetition practices, Employee wage and salary obligations not to
exceed $10,950 per employee and honor all Prepetition Employee Obligations including
authority, but not direction, to pay: (a) the Debtors' prepetition wage and salmy obligations; (b)
the Payroll Tax Deductions; (c) other payroll withholdings and gmnishments; (d) the Benefits
Deductions, including deducted employee contributions to 40 I (k) plans and similm programs;
(e) the Reimbursement Obligations; (f) any unpaid premium, claim or amount owed as of the
Petition Date for medical insurance, dental insurance, life insurance, short-term and long-term
disability benefits, workers' compensation insurance, and COBRA benefits; and (g) accmed but
unused vacation.
3. The Debtors are authorized, but not directed, to continue to offer to the
Employees the benefit programs described in the Motion in accordance with the Debtors' stated
policies and prepetition practices, including, but not limited to, medical insurance, dental
2
insurance, life insurance, short-term and long-term disability benefits, workers' compensation
insurance, and COBRA Benefits.
4. In accordance with this Order and any other order of this Court, the Debtors are
authorized, but not directed, to pay all processing fees associated with, and all costs incident to,
payment of the Prepetition Employee Obligations, including, but not limited to, payments to
Paycom Payroll, LLC, the Payroll Service, and GCC, the payroll advance administrator.
5. All banks and other financial institutions are hereby authorized to recelVe,
process, honor and pay any and all checks presented for payment and electronic transfer requests
made by the Debtors related to the payment of the obligations described in the Motion and
approved herein, whether such checks were presented or such electronic transfer requests were
submitted before, or are presented or submitted after, the Petition Date. All such banks and
financial institutions are further authorized to rely on the Debtors' designation of any particular
check or electronic payment request as approved pursuant to this Order.
6. The Debtors are authorized to reissue any check or electronic payment that
originally was given in payment of any prepetition amount authorized to be paid under this Order
and is not cleared by the applicable bank or other financial institution.
7. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the
contents of the Motion.
8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pmsuant to this Order in accordance with the Motion.
9. The relief granted in this Order shall be subject to the Terms of the Ratification
Agreement, the Budget and (as applicable) the Interim Order or Final Order (each as defined in
the Debtors' Motion to obtain post-petition financing).
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10. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), the
tenns and conditions of this Order shall be immediately effective and enforceable upon its entry.
II. The Conti retains jurisdiction with respect to all matters arising fiom or related to
the implementation of this Order.
Dated: March_, 2010
Wilmington, Delaware
THE HONORABLE
UNITED STATES
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