Case 8:10-bk-16743-TA

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RON BENDER (SBN 143364) JACQUELINE L. RODRIGUEZ (SBN 198838) TODD M. ARNOLD (SBN 221868) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: rb@lnbrb.com; jlr@lnbrb.com; tma@lnbrb.com; jpf@lnbrb.com Proposed Attorneys for Chapter 11 Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. _______________________________ BIOLABS, INC., Debtor. _______________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases DECLARATION OF MATTHEW PAKKALA IN SUPPORT OF ENTRY OF ORDER APPROVING SETTLEMENT AGREEMENT AND RELEASE WITH QUI TAM PLAINTIFFS Hearing: Date: June 3, 2010 Time: 2:00 p.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701

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I, MATTHEW PAKKALA, HEREBY DECLARE AS FOLLOWS: 1. I have personal knowledge of the facts set forth below

and, if called to testify, would and could competently testify thereto. 2. I am a Managing Director of FTI Consulting, Inc.

(FTI), which is a global business advisory firm with over 3,000 professionals located in major business centers around the world. FTI provides services in areas ranging from corporate finance and interim management to economic consulting, forensic and

litigation consulting, strategic communications and technology. 3. Effective on or about April 1, 2010, I became the Chief

Restructuring Officer (CRO) for Westcliff Medical Laboratories, Inc. and its parent corporation, BioLabs, Inc., Chapter 11

Debtors and Debtors in Possession (collectively, the Debtors). 4. The Debtors commenced their bankruptcy cases by filing

voluntary petitions under Chapter 11 of the Bankruptcy Code on May 19, 2010. manage their The Debtors continue to operate their business, financial affairs, and operate their bankruptcy

estates as debtors in possession. 5. On June 3, 2010, at 2:00 p.m., the Court held a

continued hearing on the motion for approval of a Settlement Agreement and Release (the Settlement Agreement) entered into pre-petition by and among (a) the Debtors, (b) the State of California, acting through the California Department of Justice (the DOJ), (c) the Office of the Attorney General, Bureau of Medi-Cal Fraud and Elder Abuse (BMFEA), (d) the California

Department of Health Care Services (DHCS and, together with the 2

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Case 8:10-bk-16743-TA
In re:

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CHAPTER 11 Debtor(s).

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WESTCLIFF MEDICAL LABORATORIES, INC.

CASE NUMBER Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA

NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, California 90067. A true and correct copy of the foregoing document described as DECLARATION OF MATTHEW PAKKALA IN SUPPORT OF ENTRY OF ORDER APPROVING SETTLEMENT AGREEMENT AND RELEASE WITH QUI TAM PLAINTIFFS will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On June 4, 2010, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Todd M Arnold tma@lnbrb.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov Michael J Heyman michael.heyman@klgates.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Michael B Lubic michael.lubic@klgates.com Aram Ordubegian ordubegian.aram@arentfox.com Jacqueline L Rodriguez jlr@lnbrb.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Sharon Z Weiss sharon.weiss@hro.com Service information continued on attached page II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On June 4, 2010, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service By Overnight Mail Committee Counsel Jeffrey Garfinkle Buchalter Nemer 1000 Wilshire Boulevard, Suite 1500 Los Angeles, California 90017-2457 Frank Cadigan Nancy Goldenberg Terry Biers Office of the U.S. Trustee 411 West Fourth St. Suite 9041 Santa Ana, CA 92701 Counsel to GE Business Financial Services, Inc. Randy Rogers Winston & Strawn LLP 101 California Street San Francisco, CA 94111-5802

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1

Case 8:10-bk-16743-TA
In re:

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CHAPTER 11 Debtor(s).

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WESTCLIFF MEDICAL LABORATORIES, INC.

CASE NUMBER Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA

Counsel for LabCorp Michael Lubic K&L Gates LLP 10100 Santa Monica Blvd 7th FL Los Angeles, CA 90067 Counsel for Qui Tam Plaintiffs Niall P. McCarthy Cotchett, Pitre & McCarthy San Francisco Airport Office Center 840 Malcolm Road, Suite 200 Burlingame, CA 94010-1413

Debtors Corporate Counsel Jason Osborn Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654

Matthew Pakkala FTI Consulting 633 West 5th Street 16th Floor Los Angeles, CA 90071-2027

Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on June 4, 2010, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Via Attorney Service The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701 Service by E-Mail: Matthew.pakkala@fticonsulting.com; Frank.Cadigan@usdoj.gov; nancy.goldenberg@usdoj.gov; Terry.Biers@usdoj.gov; JOsborn@kirkland.com; michael.lubic@klgates.com; jgarfinkle@buchalter.com Plaintiffs' counsel JBerger@cpmlegal.com nmccarthy@cpmlegal.com Westcliff counsel jsupple@gordonrees.com AG counsel dennis.fenwick@doj.ca.gov Vincent.dicarlo@doj.ca.gov Brian.keats@doj.ca.gov Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. June 4, 2010 Date Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. January 2009

F 9013-3.1