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Alan J. Kornfeld (CA Bar No. 130063) Teddy M. Kapur (CA Bar No. 242486) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard 13th Floor Los Angeles, California 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 Counsel for Parthenon Capital Partners

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UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION

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In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. __________________________________________ BIOLABS, INC.

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Debtor. __________________________________________ Affects: All Debtors Westcliff Medical Laboratories, Inc. only Biolabs, Inc. only

Case No.: 8:10-bk-16743-TA Jointly Administered With Case No. 8:10-bk-16746-TA Chapter 11 NOTICE OF MOTION AND MOTION BY PARTHENON CAPITAL PARTNERS FOR ORDER: (1) DEEMING CLAIM ALLOWED, OR (2) GRANTING LEAVE TO FILE PROOF OF CLAIM; DECLARATIONS OF MATTHEW PAKKALA AND JEFFREY S. STEIN Date: Time: Place: April 25, 2012 10:00 a.m. 411 West Fourth Street Santa Ana, CA 92701-4593 Courtroom 5B

PLEASE TAKE NOTICE that on April 25, 2012 at 10:00 a.m. or such other time as the Court may hear the matter, in Courtroom 5B of the United States Bankruptcy Court, 411 West Fourth Street, Santa Ana, California, Parthenon Capital Partners ("Parthenon") will and hereby does move for an order either (1) deeming its claim (the "Parthenon Claim") allowed, as provided in the confirmed First Amended Liquidating Plan of Reorganization (the "Plan"), or (2) granting it leave to file a proof of claim conforming to the treatment of its claim in the Plan. The Debtors do not dispute the validity of the Parthenon Claim. 1
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This motion is brought on the grounds that, inter alia, (1) the Parthenon Claim has uniformly been described and classified as an allowed claim in the disclosure statements and confirmed Plan, which treatment is binding, or (2) the "excusable neglect" standard for filing of a proof of claim is easily met, since Parthenon's claim has at all times been considered valid by the Debtors and was assumed to be valid for purposes of plan formulation and disclosure, and included in the estimates of total allowed claims and creditor recoveries that were disclosed to creditors before they voted to accept the Plan. This motion is brought only as a precaution because Parthenon's claim was inadvertently listed on the original schedules as disputed. The Debtors readily concede that this was a clerical error, as the Declaration of Matthew Pakkala confirms. Accordingly, the Court can and should determine either that the Plan is binding and the Parthenon Claim is allowed or, pursuant to Rules 9006(b) and Rule 3003(c) of the Federal Rules of Bankruptcy Procedure, grant Parthenon leave to file a proof of claim. The motion is based upon this notice and motion, the memorandum of points and authorities and the declarations of Matthew Pakkala and Jeffrey S. Stein filed herewith, and all matters of record of which the Court may take judicial notice pursuant to Rule 201 of the Federal Rules of Evidence. PLEASE TAKE FURTHER NOTICE that Local Bankruptcy Rule 9013-1(f) requires that any objection to the relief requested in the motion must be made in writing and filed with the Clerk of the United States Bankruptcy Court and served upon undersigned counsel no later than fourteen (14) days prior to the date scheduled for the hearing on the motion. Such objection must contain a brief, but complete written statement of all reasons in opposition thereto and answering memorandum of points and authorities, declarations, and copies of all photographs and documentary evidence on which the opposing party intends to rely. As set forth in Local Bankruptcy Rule 9013-1(h), the failure to timely file and serve such papers may be deemed by the Court to constitute consent to the granting of this motion.

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WHEREFORE, Parthenon respectfully requests that the Court grant leave to file the Parthenon Proof of Claim, and such other and further relief as the Court deems appropriate.

Dated:

March 30, 2012

PACHULSKI STANG ZIEHL & JONES LLP By /s/ Alan J. Kornfeld Alan J. Kornfeld Teddy M. Kapur Attorneys for Parthenon Capital Partners

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MEMORANDUM OF POINTS AND AUTHORITIES I. INTRODUCTION Parthenon has a claim for $1,684,349.39 in prepetition management fees that is not disputed by the Debtors. The schedule listing it as an allowed claim was attached to the disclosure statements and is referenced in the Plan as comprising the list of allowed general unsecured claims. The Plan has been confirmed and is now binding upon the Debtors and their creditors. Accordingly, the Parthenon Claim should be deemed allowed. Alternatively, the facts justify a finding of "excusable neglect" under the liberal Pioneer standard, particularly given the disclosure and lack of prejudice to creditors. The Parthenon Claim has been discussed throughout the case with the Debtors and their financial advisors on the assumption that it was a valid, allowed claim. Indeed, the Debtors did not intentionally schedule it as disputed. Importantly, the Parthenon Claim was included in the estimates of total allowed claims and factored into the estimates of distributions provided to creditors in the disclosure statements, and thus allowance of the claim does not alter the assumptions under which they voted to accept the Plan. A finding of excusable neglect may be made based upon the lack of prejudice to creditors, the non-impact on plan implementation, and Parthenon's good faith. II. RELEVANT FACTS On May 19, 2010 (the Petition Date), the Debtors commenced their respective bankruptcy cases by filing voluntary petitions for relief under chapter 11 of 11 U.S.C. 101-1532 (the Bankruptcy Code). The Debtors' books and records indicated that Parthenon was owed $1,684,349.39 for management fees, and the Debtors were aware of no basis for disputing the claim. Accordingly, the Debtors schedules of assets and liabilities listed an outstanding unsecured liability owing to Parthenon in the amount of $1,684,349.39. Unfortunately, as a result of clerical error, the Parthenon Claim was scheduled as a disputed liability. See Summary of Schedules at p. 373 [Docket No. 92]. Declaration of Matthew Pakkala ("Pakkala Dec."), 7. 1
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The Parthenon Claim was the subject of a series of discussions during the cases between Parthenon, the Debtors and Matthew Pakkala, a Senior Managing Director of FTI Consulting, Inc. and the Debtors Chief Restructuring Officer (the "CRO"). Pursuant to those discussions, the CRO and Parthenon understood that Parthenon held valid claims against the Debtors and that the management fees owed to Parthenon would be treated as allowed claims under the Debtors confirmed plan of reorganization. See Declaration of Jeffrey S. Stein ("Stein Dec."), 6; Pakkala Dec. 7-8. Nothing about these discussions gave Parthenon any reason to doubt that the Debtors had scheduled its claim as anything other than allowed. Stein Dec., 7. At no time before or after the bar date of September 17, 2010 was there any discussion that the claim was disputed and that it would be necessary to file a proof of claim.1 Stein Dec., 6; see Pakkala Dec. 8. To be clear: the Debtors and their advisors always believed that the Parthenon Claim was an allowed claim. On September 14, 2011, the Debtors filed Debtors' Chapter 11 Liquidating Plan of Reorganization [Docket No. 555] and their Disclosure Statement Describing Debtors' Chapter 11 Liquidating Plan of Reorganization [Docket No. 556]. General unsecured claims such as the Parthenon Claim were classified in class 4. Creditors were referred to Exhibit 1 to the Disclosure Statement for detailed information concerning class 4 claims. Id. at 24. Exhibit 1 was referenced as the list of allowed class 4 claims: "Attached as Exhibit 1 to the Disclosure Statement is a claims chart, which identifies all of the Debtors scheduled general claims and all proofs of claim which have been timely filed against the Debtors asserting general unsecured claims." Id. at 31. Exhibit 1 lists Parthenon as holding an allowed, class 4 general unsecured claim in the amount of $1,684,349.39. Id. at ECF p. 94. The Disclosure Statement provides creditors with an estimate of plan distributions that is stated to be calculated based upon an estimated total of class 4 allowed claims of $13,087,870. Id. at p. 24. That total included Parthenon's allowed claim of $1,684,349.39. See ECF pp. 94 (listing Parthenon allowed claim) and 113 (showing total of allowed class 4 claims).

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On July 19, 2010, the Court entered an order setting September 17, 2010 as last date for filing proofs of claim (the Bar Date) [Docket No. 178].

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An Amended Disclosure Statement was filed on November 28, 2011 [Docket No. 633] that contains identical representations and information. On December 9, 2011, the Court entered an order approving the Disclosure Statement as containing adequate information for purposes of section 1125 of the Bankruptcy Code [Docket No. 649]. On February 8, 2012, after overwhelming majorities of the Debtors creditors had voted to accept the Plan (relying on the information set forth in the Disclosure Statement), the Court confirmed the Plan [Docket No. 701]. On March 26, 2012, the Debtors filed Exhibit A to Order Confirming Debtors' First Amended Chapter 11 Liquidating Plan of Reorganization [Docket No. 730] containing the final, confirmed First Amended Chapter 11 Liquidating Plan of Reorganization. Like the disclosure statements, the confirmed Plan refers to Exhibit 1 to the Disclosure Statement as the list of class 4 general unsecured claim. Id. at 17. III. ARGUMENT A confirmed plan resembles a consent decree and is construed as a new and binding contract between the debtor and creditors. Hillis Motors, Inc. v. Hawaii Automobile Dealers' Ass'n, 997 F.2d 581, 588 (9th Cir.1993); ); In re Dow Corning Corp., 456 F.3d 668, 676 (6th Cir. 2006), cert. denied, 549 U.S. 1317, 127 S.Ct. 1874 (2007) (citing Hillis); In re Bashas' Inc. 437 B.R. 874, 916 (Bankr. D. Ariz. 2010). The chapter 11 plan confirmation order is a binding, final order that is entitled to full res judicata effect. In re Wolfberg, 255 B.R. 879, 882 (9th Cir. BAP 2000), aff'd, 37 Fed. Appx. 891 (9th Cir. 2002). The Plan, like the Disclosure Statements that describe it, lists the Parthenon Claim as an allowed class 4 general unsecured claim in the amount of $1,684,349.39. It is a binding contract between the Debtors and their creditors, and the order confirming the Plan is not subject to challenge. Accordingly, the Parthenon Claim should be deemed allowed. Alternatively, the Court should grant leave to file a proof of claim. The Supreme Court has held that a decision as to whether a creditor has demonstrated excusable neglect in order to expand the time in which it may file a proof of claim is at bottom an equitable one, taking account of all relevant circumstances surrounding the party's omission. Pioneer Inv. Servs. Co. v. 3
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Brunswick Assocs. Ltd. P'ship, 507 U.S. 380, 395, 113 S.Ct. 1489, 123 L.Ed. 2d 74 ( 1993). The Supreme Court identified a non-exhaustive list of relevant factors: (1) danger of prejudice to the debtor; (2) the length of the delay and its potential impact on judicial proceedings; (3) the reason for the delay, including whether it was within the reasonable control of the movant; and (4) whether the movant acted in good faith. Id. The standard is to be construed liberally. In re Pacific Gas & Elec. Co., 331 B.R. 915, 918 (Bankr. N.D. Cal. 2005). Because Pioneers four factors are non-exclusive, the court is permitted to take account of all relevant circumstances surrounding the partys omission in making an equitable determination. In re Rebel Rents, Inc., 326 B.R. 791, 803 (Bankr. C.D. Cal. 2005). Pioneer was a bankruptcy case involving a late proof of claim, in which a creditor represented by an experienced bankruptcy attorney missed the deadline for filing pre-petition claims because his lawyer overlooked the filing date in the bankruptcy court's notice. 507 U.S. at 384. In Pincay v. Andrews, 389 F.3d 853, 860 (9th Cir. 2004), cert. denied, 544 U.S. 961 (2005), the Ninth Circuit applied Pioneer to hold that the district court did not abuse its discretion by finding excusable neglect when a sophisticated law firm missed a filing deadline because of a paralegal's error. In In re Zilog, Inc., 450 F.3d 996, 1005 (9th Cir. 2006), the Ninth Circuit relieved creditors from the deadline to file a proof of claim where the debtors had provided information that would have led them to believe that no filing was necessary. Courts applying Pioneer have placed greatest weight on whether any party will be prejudiced by allowing an untimely proof of claim. In re Tannen Towers Acquisition Corp., 235 B.R. 748, 755 (D.N.J. 1999). See In re Eagle Bus Mfg., Inc., 62 F.3d 730, 737 (5th Cir.1995) (under Pioneer, the central inquiry is whether the debtor will be prejudiced); In re Sacred Heart Hosp., 186 B.R. 891, 895 (Bankr. E.D. Pa. 1995) ([T]he danger of prejudice to the debtor and potential adverse impact of allowing a late claim on the debtor's reorganization process, are the polestars.). [A] long and logically unjustified delay which nevertheless has no significant impact on the debtor's case should . . . often be deemed excusable. Id. Nor does a "theoretical disappointment of expectations, without proof of actual damage" constitute prejudice to creditors. In re Arnold, 252 B.R. 778, 787 (9th Cir. BAP 2000). 4
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Here, allowance of the Parthenon Claim does not result in even a "theoretical disappointment of expectations" on the part of either the Debtors or creditors. Not only did the Debtors assume the validity of the Parthenon Claim when formulating the Plan, the projections that they made to creditors in the Disclosure Statements assumed the validity of the Parthenon Claim, and the claim itself was listed as an allowed claim. Thus no creditor can complain that the allowance of the Parthenon Claim reduces their anticipated recovery under the Plan. There is also no impact on the judicial proceedings. As noted, it has no impact on solicitation of the Plan, which was done on the premise that the claim was valid, nor for the same reason does it require any reformulation or delay in distributions. Parthenon has certainly acted in good faith; as demonstrated in the Pakkala Declaration and the Stein Declaration, it was always the collective understanding in discussions among Parthenon, the Debtors and the Debtors' CRO that Parthenon's claim would be allowed in the amount specified in the schedules. Nothing about these discussions gave Parthenon any reason to doubt that the Debtors had scheduled its claim as anything other than allowed. This assumption was confirmed by the Debtors Disclosure Statements, which stated, correctly, that Parthenons claim was indeed an allowed claim against the estates. There being no prejudice to the Debtors or creditors, or any impact on the proceedings, and Parthenon having acted in good faith and without any indication that its claim might be disputed (and there being, in fact, no dispute as to the validity of its claim), Parthenon respectfully submits that the Pioneer standard is satisfied and that it should be permitted to file a proof of claim even if confirmation of the Plan did not already establish that its claim is allowed.2 IV. NOTICE In accordance with the Courts Order Granting Debtors Emergency Motion for Authority to Limit Notice Pursuant to 11 U.S.C. Sec. 105 and Bankruptcy Rule 2002, which was entered on

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This also comports with bankruptcy courts general policy of attempting to prevent the inequitable result of barring late filed claims under the informal proof of claim doctrine, which permits recognition of written material that, while not formally meeting the requirements of a proof of claim, provides sufficient evidence of a claim to be treated as a formal claim. See In re Nowak, 586 F.3d 450, 455 (6th Cir. 2009) (stating that the informal proof of claim doctrine is intended to alleviate problems with form over substance where a creditor has failed to adhere to the strict formalities of the Bankruptcy Code).

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May 28, 2010, notice of this Motion has been provided to the following parties or, in lieu thereof, to their counsel, if known: (a) the office of the United States Trustee; (b) the Debtors secured creditors; (c) the Official Committee of Unsecured Creditors; and (d) all parties that have requested special notice. Parthenon submits that no other or further notice needs to be provided in light of the circumstances of this case, particularly given that Parthenon's claim has at all times been considered valid by the Debtors and was assumed to be valid for purposes of plan formulation and disclosure, and included in the estimates of total allowed claims and creditor recoveries that were disclosed to creditors before they voted to accept the Plan. V. CONCLUSION WHEREFORE, Parthenon respectfully requests that the Court deem the Parthenon Claim allowed, or alternatively grant it leave to file a proof of claim, and issue such other and further relief as the Court deems appropriate. Dated: March 30, 2012 PACHULSKI STANG ZIEHL & JONES LLP By /s/ Alan J. Kornfeld Alan J. Kornfeld Teddy M. Kapur Attorneys for Parthenon Capital Partners

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I, MATTHEW PAKKALA, 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 Senior Managing Director of FTI Consulting, Inc. (FTI), which maintains

its main offices at 500 E. Pratt Street, Suite 1400, Baltimore, Maryland 21202. My business office is located at 633 West 5th Street, 16th Floor, Los Angeles, California, 90071.

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3.

I hold a B.A. from the University of California, San Diego, a J.D. from Loyola

Law School, and an M.B.A. from the Anderson School of Business at UCLA. I have more than 13 years of restructuring and related advisory and management experience. My work focuses on advising distressed and underperforming companies, their lenders, creditors and other constituencies on restructuring alternatives and strategies for maximizing performance and value, and my expertise includes providing financial and operational advice with respect to asset sales and estate wind-downs in the healthcare, retail, manufacturing and airline industries. Prior to joining FTI, I worked in the restructuring groups of PricewaterhouseCoopers and Price Waterhouse in Los Angeles.

4.

Effective on or about April 1, 2010, I became the Chief Restructuring Officer

(CRO) for Westcliff Medical Laboratories, Inc. (Westcliff) and its parent corporation, BioLabs, Inc. (BioLabs), chapter 11 debtors and debtors in possession (collectively, the Debtors).

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5.

On May 19, 2010 (the Petition Date), the Debtors commenced their respective

bankruptcy cases by filing voluntary petitions for relief under chapter 11 of 11 U.S.C. 101-1532 (the Bankruptcy Code).

6.

Prior to the Petition Date, the Debtors principal equityholder, Parthenon Capital

Partners (Parthenon), provided certain management services to the Debtors, in return for which the Debtors promised to pay to Parthenon an agreed-upon fee. As of the Petition Date, I understand that that approximately $1,684,349.39 remained owing from the Debtors to Parthenon on account of the management fees.

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7.

The Debtors schedules of assets and liabilities filed in these chapter 11 cases

listed an outstanding unsecured liability owing to Parthenon in the amount of $1,684,349.39 as a disputed liability. The categorization of Parthenons claim as disputed was a clerical error. I am aware of no basis for disputing this obligation. I understood throughout these cases that Parthenon held valid claims against the Debtors and that the Debtors always intended that they would be treated as valid.

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8.

During these chapter 11 cases, the Debtors, Parthenon and I periodically discussed

the Debtors outstanding liabilities including those amounts owing to Parthenon. All of these discussions assumed that Parthenons claim was valid, and I believe it was reasonable for Parthenon to believe that its claim was valid, that Parthenons claim for services against the Debtors was undisputed and that it would be allowed in the amount set forth on the Debtors schedules. I believe the categorization of Parthenons claim as allowed in the Debtors

Disclosure Statement was correct and I believe it to be an uncontested claim against the estates. /// /// ///

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I declare and verify under penalty of perjury that the foregoing is true and correct. Executed on this 29th day of March, 2012, at Los Angeles, California.

MATTHEW PAKKALA, Declarant

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I, JEFFREY S. STEIN, 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 an Executive in Residence of Parthenon Capital Partners (Parthenon), which

maintains its East Coast offices at 265 Franklin Street, 18th Floor, Boston, Massachusetts 02110.

3.

I hold a B.S. from Boston College, Carroll School of Management, and received my I have more than 20 years of

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Certified Public Accountant accreditation in Massachusetts.

experience in private equity, executive management, finance, operations and turnaround consulting. My work focuses on business due diligence and other transaction initiatives for new and existing investments, including finance and accounting, capital structure and third-party debt financing. Prior to joining Parthenon, I was a partner at Watermill Ventures, a Boston-based private buyout firm acquiring middle market companies in transition.

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4.

On May 19, 2010 (the Petition Date), Westcliff Medical Laboratories, Inc.

(Westcliff) and its parent corporation, BioLabs, Inc. (BioLabs), chapter 11 debtors and debtors in possession (collectively, the Debtors) commenced their respective bankruptcy cases by filing voluntary petitions for relief under chapter 11 of 11 U.S.C. 101-1532 (the Bankruptcy Code).

5.

Prior to the Petition Date, Parthenon, the Debtors principal equityholder, provided

certain management services to the Debtors, in return for which the Debtors promised to pay to Parthenon an agreed-upon fee. As of the Petition Date, approximately $1,684,349.39 remained owing from the Debtors to Parthenon on account of the management fees.

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6.

It was my understanding throughout these cases that Parthenon held valid claims

against the Debtors on account of these fees, and that the Debtors ultimately would treat these liabilities as allowed claims in their bankruptcy cases. I personally engaged in discussions with Matthew Pakkala, a Senior Managing Director of FTI Consulting, Inc. and the Debtors Chief Restructuring Officer (the CRO) regarding the Debtors outstanding liabilities to Parthenon. The Debtors CRO made clear to me that the management fees owed to Parthenon would be treated as allowed claims under the Debtors confirmed plan of reorganization. At no time before or after the bar date of September 17, 2010 was there any discussion between the Debtors and I that the claim was disputed, and I had no reason to believe that it would be necessary for Parthenon to file a proof of claim.

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7.

These discussions with Mr. Pakkala gave me no reason to doubt that the Debtors

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had scheduled Parthenons claim as anything other than allowed, and I never had any reason to suspect that Parthenons claim for services against the Debtors was disputed or might be inadvertently listed as disputed in the Debtors schedules. It is my understanding from further discussions with the Debtors CRO that mere clerical error led to classification of Parthenons allowed claim as disputed. Based on my discussions with the Debtors CRO, I always believed that Parthenons claim would be allowed in the amount of $1,684,349.39, and accordingly, I had no reason to inspect the Debtors voluminous schedules. For the foregoing reasons, I believe that it was entirely excusable for Parthenon to have not filed a proof of claim in these circumstances. /// /// ///

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In re:

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Doc 762

Main WESTCLIFF MEDICAL LABORATORIES, INC.,Document

Filed 03/30/12 Entered 03/30/12 16:03:17 CHAPTER 11 Page 16 of 19 CASE NUMBER 10-16743-TA
Debtor(s).

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[Jointly Admin. with Case No. 10-16746-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: 10100 Santa Monica Blvd., 13th Floor, Los Angeles, CA 90067 A true and correct copy of the foregoing document described as NOTICE OF MOTION AND MOTION BY PARTHENON CAPITAL PARTNERS FOR ORDER: (1) DEEMING CLAIM ALLOWED, OR (2) GRANTING LEAVE TO FILE PROOF OF CLAIM; DECLARATIONS OF MATTHEW PAKKALA AND JEFFREY S. STEIN 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 March 30, 2012 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 March 30, 2012 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.
JUDGES COPY [Overnight Delivery] The Honorable Theodor C. Albert United States Bankruptcy Court - Central District of California 411 West Fourth Street, Suite 5085 Santa Ana, CA 92701

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.

March 30, 2012

Date

Melisa DesJardien
Type Name

/s/ Melisa DesJardien

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

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Doc 762

Main Document I. SERVED BY NEF 8:10-bk-16743-TA Notice will be electronically mailed to:
1. 2. 3. Raymond G Alvarado for Debtor Westcliff Medical Laboratories, Inc. ralvarado@alvaradosmith.com Todd M Arnold for Debtor BioLabs, Inc. tma@lnbyb.com Phillip Ashman for Cred Phadia US, Inc. mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett for Cred Mission Hospital Regional Medical Center dba Mission Hospital rick@barnettrubin.com, kelly@barnettrubin.com Ron Bender for Debtor BioLabs, Inc. rb@lnbyb.com Eric S Bershatski for Cred Claire Oakes ericbershatski@tilemlaw.com Ronald K Brown for Cred LGSM Laguna Hills, LLC rkbgwhw@aol.com Donald H Cram for Pltf Sunamerica Life Insurance Company dhc@severson.com Jennifer Witherell Crastz for Cred Beckman Coulter, Inc. jcrastz@hemar-rousso.com Ryan S Fife for Cred VWR International LLC ryan.fife@dbr.com, mary.avila@dbr.com;docket_la@dbr.com Carol J Fogleman for Cred City of Wildomar mfrost@bwslaw.com Anthony A Friedman for Debtor Westcliff Medical Laboratories, Inc. aaf@lnbyb.com John-patrick M Fritz for Debtor Westcliff Medical Laboratories, Inc. jpf@lnbrb.com Jeffrey K Garfinkle for Cred Committee Creds Committee bkgroup@buchalter.com, jgarfinkle@buchalter.com;jmealeyhatch@buchalter.com;docket@buchalter.com Fredric Glass for Cred Fair Harbor Capital, LLC fglass@fairharborcapital.com Nancy S Goldenberg for U.S. Trustee United States Trustee (SA) nancy.goldenberg@usdoj.gov D Edward Hays for Cred LaserCycle Imaging ehays@marshackhays.com, ecfmarshackhays@gmail.com Michael J Heyman for Cred Esoterix Genetic Laboratories, LLC michael.heyman@klgates.com Jacqueline L James for Debtor BioLabs, Inc. jlj@lnbyb.com Jeff D Kahane for Cred ACE American Insurance Company and ACE Property & Casualty Insurance Company jkahane@duanemorris.com Andy Kong for Cred Grifols USA LLC Kong.Andy@ArentFox.com

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4.

5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

15. 16. 17. 18. 19. 20.

22. Rodger M Landau for Cred Enterprise Rent-A-Car of Los Angeles, dba Enterprise Fleet Service rlandau@lgbfirm.com, gguidetti@lgbfirm.com 23. Matthew A Lesnick for Cred Descartes Systems [usa], Llc D matt@lesnickprince.com 24. Michael B Lubic for Cred Esoterix Genetic Laboratories, LLC michael.lubic@klgates.com 25. Frank F McGinn for Int Pty Courtesy NEF ffm@bostonbusinesslaw.com 26. Elissa Miller for Int Pty AFCO Acceptance Corporation emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com 27. Kerry A Moynihan for Int Pty Specialty Laboratories, Inc. kerry.moynihan@bryancave.com, raul.morales@bryancave.com;trish.penn@bryancave.com 28. Aram Ordubegian for Cred Roche Diagnostics Corporation ordubegian.aram@arentfox.com 29. Ernie Zachary Park for Cred The Irvine Company LLC ernie.park@bewleylaw.com 30. Richard Park for Def Federal Trade Commission Richard.Park@usdoj.gov 31. Justin E Rawlins for Int Pty Courtesy NEF jrawlins@winston.com, docketla@winston.com 32. Benjamin Seigel for Cred Committee Creds Committee bseigel@buchalter.com, IFS_filing@buchalter.com 33. David B Shemano for Cred Cambridge Healthcare Properties, Inc. dshemano@pwkllp.com 34. Lindsey L Smith for Pltf Biolabs, Inc. lls@lnbyb.com 35. Philip E Strok for Cred Hologic, Inc. pstrok@wgllp.com 36. United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov 37. Howard J Weg for Int Pty Courtesy NEF hweg@pwkllp.com 38. Sharon Z Weiss for Int Pty Specialty Laboratories, Inc. sharon.weiss@hro.com, raul.morales@hro.com 39. Joseph M Welch for Cred Committee Creds Committee jwelch@buchalter.com, jmealeyhatch@buchalter.com;docket@buchalter.com 40. Johnny White for Cred Google Inc. seb@blakeleyllp.com;bblakeley@blakeleyllp.com; ecf@blakeleyllp.com; rclifford@blakeleyllp.com

21.

RSN (SERVED BY NEF): CounseltoCreditorsCommittee BenjaminSeigel/JeffreyGarfinkle BuchalterNemer 1000WilshireBoulevard,Suite1500 LosAngeles,California900172457 CounseltoCreditorGoogle ScottE.Blakeley/JohnnyWhite Blakeley&Blakeley 2ParkPlaza,Suite400 Irvine,CA92614 USTFrankCadigan/ NancyGoldenberg/TerryBiers OfficeoftheU.S.Trustee 411WestFourthSt.,Suite9041 SantaAna,CA92701 CounselforACE JeffKahane DuaneMorrisLLP 865S.FigueroaStreet,Suite3100 LosAngeles,CA900175450 CounselforLGSMLagunaHills,LLC RonaldK.Brown,Jr. LawOfficesofRonaldK.Brown,Jr. 901DoveStreet,Suite120 NewportBeach,CA92660 CREDITORSCOMMITTEE SPECIALTYLABORATORIES Attn:SharonZ.Weiss HolesRoberts&OwenLLP 800W.OlympicBlvd.,4thFloor LosAngeles,CA900151367

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. August 2010

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Case 8:10-bk-16743-TA
II. SERVED BY U.S. MAIL: CREDITORS COMMITTEE: DIASORININC, Attn:NealDomeyer 1951NorthwesternAvenue P.O.Box285 Stillwater,MN55082 QIAGEN Attn:JonathanS.Isaac 1201ClopperRoad Gaithersburg,MD20878

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GENZYMECORPORATION Attn:D.RossMartin Ropes&GrayLLP OneInternationalPlace Boston,MA02110 ROCHEDIAGNOSTICSCORPORATION Attn:WayneMathias/JudyL.Wagner 9115HagueRoad,Bldg.H Indianapolis,IN46250

SIEMENSHEALTHCARE DIAGNOSTICS Attn:YesimBrisbane P.O.Box6101,MS802 Newark,DE197146101 IRVINECORPORATECENTER,LLC Attn:JimSavory 252ClaytonStreet Denver,CO80206

RSN: DebtorsWestcliffMedicalLaboratories,Inc. BioLabs,Inc. c/oFTIConsulting 633WestFifthStreet,16thFloor LosAngeles,CA90071 StevenA.Oldham,Sr.StaffAtty StateofCA,Dept.ofHealthCareServices OfficeofLegalServicesMS0010 P.O.Box997413 Sacramento,CA958997413 CityandCountyofSanFrancisco Treasurer/TaxCollectorLegalSection AttnRobertL.Fletcher,Jr. P.O.Box7426 SanFrancisco,CA941207426 SECURED CREDITORS: BankofAmerica,N.A. AsSuccessorbyMergertoLaSalleBankN 135SouthLaSalleStreet Chicago,IL60603 BectonDickinson&Co. Attn:Officer/Director/LegalDept. 1BectonDrive FranklinLakes,NJ07417 BMTLeasing,Inc. Attn:Officer/Director/LegalDept. P.O.Box692 BrynMawr,PA19010 CounselforHealthNet,Inc. PillsburyWinthropShawPittmanLLP Attn:MarkD.Houle,Esq. 650TownCenterDrive,Suite700 CostaMesa,CA926267122 RitaA.Woodard, TreasurerTaxCollector 221S.MooneyBlvd.,Room104E Visalia,CA932914593 Los Angeles County Treasurer and Tax Collector P.O.Box54110 LosAngeles,CA900540110

RobertBrill,OfCounsel GrantCallison,VP CambridgeHealthcareProperties,Inc. 1717MainStreet,59thFloor Dallas,TX75201 CounselforACE RonOliner DuaneMorrisLLP OneMarketPlaza,SpearTower,#2200 SanFrancisco,CA941051127

AttyforHologic,Inc.&ThirdWaveTech JonathanBraverman Baker,Braverman&BarbadoroP.C. 50BraintreeHillOfficePark,Suite108 Braintree,MA021848734

CapitalSourceFinanceLLC GregoryBrowne,ManagingPartner 4445WillardAvenue,TwelfthFloor ChevyChase,MD20815

CiscoSystemsCapitalCorp. Attn:Officer/Director/LegalDept. 170W.TasmanDrive,MSSJ133 SanJose,CA95134

CYTYCLimitedPartnership Attn:Officer/Director/LegalDept. 250CampusDrive Marlborough,MA01752

GEBusinessFinancialServ.,Inc.& GECapitalBusinessFin.Serv.,Inc Attn:Officer/Director/LegalDept. 2BethesdaMetroCtr.,Suite600 Bethesda,MD20814

JulesandAssociates,Inc. Attn:Officer/Director/LegalDept. 515S.FigueroaSt.,Suite1950 LosAngeles,CA90071

LeasingAssoc.ofBarrington,Inc. Attn:Officer/Director/LegalDept. 33W.HigginsRoad,Suite1030 SouthBarrington,IL60010

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. August 2010

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Case 8:10-bk-16743-TA
M&IMarshall&IlsleyBank Attn:Officer/Director/LegalDept. 770N.WaterStreet Milwaukee,WI53202

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Norlease,Inc. Attn:Officer/Director/LegalDept. 50SouthLaSalleStreet Chicago,IL60675

Desc

OlympusAmerica,Inc. Attn:Officer/Director/LegalDept. 3500CorporateParkway CenterValley,PA18034

PhadiaUSInc. Attn:Officer/Director/LegalDept. 4169CommercialAve. Portage,MI49002

PitneyBowesCreditCorp.& PitneyBowesGlobalFin.Serv.,Inc Attn:Officer/Director/LegalDept. 27WaterviewDrive Shelton,CT06484 CounseltoGEBusinessFinancialSvcs,Inc. RandyRogers Winston&StrawnLLP 101CaliforniaStreet SanFrancisco,CA941115802

SandelmanFinance20061,Ltd. c/oBillBrown SandelmanPartnersLP 500ParkAvenue,3rdFl. NewYork,NY10022 MerrillLynchCapital& MerrillLynchBus.Fin.Serv. Attn:Officer/Director/LegalDept. 500W.MonroeStreet,FL10 Chicago,IL606613688

TCFEquipmentFinance,Inc. Attn:Officer/Director/LegalDept. 11100WayzataBlvd.,Suite801 Minnetonka,MN55305

SUPPLEMENTAL SERVICE: CounselforSPECIALTYLABORATORIES,INC. BrettFallon MorrisJamesLLP 500DelawareAve.,Suite1500 Wilmington,DE198011494 MANSONRESOURCES Attn:ShannonBoston,OfficeMgr. andTaelorTruong,Controller 959SouthCoastDrive,Suite300 CostaMesa,CA92626 GRIFOLS Attn:JavierChagoyen 2410LillyvaleAvenue LosAngeles,CA90032 McKESSONTECHNOLOGIESINC. Attn:MichaelS.Jones, CollectionsEastRegion 5995WindwardParkway,ATHQ1700 Alpharetta,GA30005

CounselforPHADIAUSINC RobertB.Boros,Esq,/JimPalmere,Esq. Kreiss,Enderie,Hudgins&Boros,P.C. POBox4010 Kalamazoo,MI490034010

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. August 2010

F 9013-3.1.PROOF.SERVICE