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RON BENDER (SBN 143364) TODD M. ARNOLD (SBN 221868) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: rb@lnbyb.com; tma@lnbyb.com Attorneys for Chapter 11 Debtors and Debtors in Possession

FILED & ENTERED OCT 07 2011

CLERK U.S. BANKRUPTCY COURT Central District of California BY ngo DEPUTY CLERK

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION ) ) WESTCLIFF MEDICAL LABORATORIES, ) ) INC., ) ) Debtor. ) ________________________________ ) ) ) BIOLABS, INC., ) ) Debtor. ________________________________ ) ) ) Affects Both Debtors ) ) ) Affects WESTCLIFF MEDICAL ) LABORATORIES, INC. only ) ) Affects BIOLABS, INC. only ) ) ) In re: Case No. 8:10-bk-16743-TA Lead Case, Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases AMENDED ORDER RE: BECKMAN COULTER, INC.S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(9) Hearing: Date: June 1, 2011 Time: 10:00 a.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701-4593

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Movant

Beckman

Coulter,

Inc.s

(Beckman)

Motion

for

Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503(b)(9) (the Motion), came on regularly for hearing on June 1, 2011 at 11:00 a.m. in Courtroom 5B of the above entitled Court. The Honorable Theodor C. Albert, Judge Presiding. Edward

Kim of Hemar, Rousso & Heald, LLP appeared telephonically on behalf of Beckman. Westcliff Todd M. Arnold appeared telephonically on behalf of Laboratories, Inc. (Westcliff) and Biolabs,

Medical

Inc. (Biolabs), the debtors and debtors in possession herein (the Debtors). After this Courts review of Beckmans Motion as well as the opposition filed by the Debtors in connection to said Motion, it is hereby ORDERED that Beckman is allowed an administrative expense

claim against Westcliff pursuant to Section 503(b)(9) for all of the unpaid pre-petition goods delivered to Westcliff within the twenty days prior to the petition date in the amount of $11,062.62 (the Allowed Administrative Claim); IT IS FURTHER ORDERED that Beckmans Allowed Administrative Claim will be paid upon the earlier of (i) payment of substantially all other non-professional administrative claims, or (ii) the

effective date of any plan or plans; IT IS FURTHER ORDERED that the Beckmans Claim No. 74 against Westcliff, as previously adjusted by stipulation and order of the Court to be in the amount of $105,804.26, is further adjusted to be in the amount $94,741.64 (the Filed Claim); and IT IS FURTHER ORDERED that, other than the setting of the amount of the Allowed Administrative Claim as set forth herein, the 2

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parties shall be deemed to have reserved all rights, claims, and defenses related to Beckman and all claims asserted by Beckman, including, but not limited to, the Allowed Administrative Claim and the Filed Claim, including, but not limited to, (i) the right to object to any claims scheduled by the Debtors for Beckman and the Filed Claim for any reason, (ii) the right to object to the Allowed Administrative Claim pursuant to Section 502(d) of the Bankruptcy Code, (iii) recoupment and setoff claims and defenses thereto, and (iv) all claims arising under Chapter 5 of the Bankruptcy Code, including any claims to avoid and recover preferential and/or

fraudulent transfers. IT IS SO ORDERED. # # #

DATED: October 7, 2011

United States Bankruptcy Judge

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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 (ORDER)

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Blvd., Suite 1700, Los Angeles, CA 90067. A true and correct copy of the foregoing document described as: [PROPOSED ALTERNATE] ORDER RE: BECKMAN COULTER, INC.S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(9), 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 ___________, 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: Service information continued on attached page II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On July 6, 2011, 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. BY OVERNIGHT MAIL Hon. Theodor C. Albert U. S. Bankruptcy Court/Santa Ana Div. 411 West Fourth Street, Suite 5085 Santa Ana, CA 92701-4593 BY U.S. MAIL Attorneys for Beckman Coulter, Inc. Jennifer Witherell Crastz, Esq. Hemar, Rousso & Held, LLP 15910 Ventura Blvd., 12th Floor Encino, CA 91436 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 __________, 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. 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. July 6, 2011 Date TRISH MELENDEZ Type Name /s/ TRISH MELENDEZ Signature

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

August 2010 4367

F 9013-3.1.Proof.Service

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NOTE TO USERS OF THIS FORM: 1) Attach this form to the last page of a proposed Order or Judgment. Do not file as a separate document.
2) The title of the judgment or order and all service information must be filled in by the party lodging the order. 3) Category I. below: The United States trustee and case trustee (if any) will always be in this category. 4) Category II. below: List ONLY addresses for debtor (and attorney), movant (or attorney) and person/entity (or attorney) who filed an opposition to the requested relief. DO NOT list an address if person/entity is listed in category I.

NOTICE OF ENTERED ORDER AND SERVICE LIST

Notice is given by the court that a judgment or order entitled: [PROPOSED ALTERNATE] ORDER RE: BECKMAN COULTER, INC.S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(9), was entered on the date indicated as Entered on the first page of this judgment or order and will be served in the manner indicated below: I. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) - Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s), the foregoing document was served on the following person(s) by the court via NEF and hyperlink to the judgment or order. As of July 6, 2011, the following person(s) are currently on the Electronic Mail Notice List for this bankruptcy case or adversary proceeding to receive NEF transmission at the email address(es) indicated below. Raymond G Alvarado ralvarado@alvaradosmith.com Todd M Arnold tma@lnbrb.com Phillip Ashman mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Eric S Bershatski ericbershatski@tilemlaw.com, malissamurguia@tilemlaw.com;dianachau@tilemlaw.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;jmealeyhatch@buchalter.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Jacqueline L James jlj@lnbyb.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com

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

27 28

August 2010 4367

F 9021-1.1.Notice.Entered.Order

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Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com, raul.morales@hro.com Joseph M Welch jwelch@buchalter.com, jmealey-hatch@buchalter.com Johnny White , seb@blakeleyllp.com;bblakeley@blakeleyllp.com;rclifford@blakeleyllp.com

II. SERVED BY THE COURT VIA U.S. MAIL: A copy of this notice and a true copy of this judgment or order was sent by United States Mail, first class, postage prepaid, to the following person(s) and/or entity(ies) at the address(es) indicated below:

Debtors Westcliff Medical Laboratories, Inc. BioLabs, Inc. 1821 E. Dyer Road, #100 Santa Ana, CA 92705
III. TO BE SERVED BY THE LODGING PARTY: Within 72 hours after receipt of a copy of this judgment or order which bears an Entered stamp, the party lodging the judgment or order will serve a complete copy bearing an Entered stamp by U.S. Mail, overnight mail, facsimile transmission or email and file a proof of service of the entered order on the following person(s) and/or entity(ies) at the address(es), facsimile transmission number(s), and/or email address(es) indicated below: Service information continued on attached page