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P ACHULSKI S TANG Z IEHL & J ONES LLP
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
UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION
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ATTORNEYS AT LAW LOS ANGELES, CALIFORNIA
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 SUPPLEMENTAL DECLARATION OF JEFFREY S. STEIN IN SUPPORT OF REPLY TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS OPPOSITION TO MOTION BY PARTHENON CAPITAL PARTNERS FOR ORDER: (1) DEEMING CLAIM ALLOWED, OR (2) GRANTING LEAVE TO FILE PROOF OF CLAIM Date: Time: Place: April 25, 2012 10:00 a.m. 411 West Fourth Street Santa Ana, CA 92701-4593 Courtroom 5B
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P ACHULSKI S TANG Z IEHL & J ONES LLP
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. The claim asserted by Parthenon is for fees due under the Advisory Services
Agreement, dated as of June 20, 2006, by and between Westcliff Medical Laboratories, Inc. ("Westcliff") and PCap, L.P. (the Management Services Agreement), a true and correct copy of which is attached hereto as Exhibit 1. 4. Attached hereto as Exhibit 2 are true and correct copies of the invoices for the fees
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incurred under the Management Services Agreement, and an accounting of fees received and outstanding on such invoices. 5. Under the Management Services Agreement, Westcliff was to pay the greater of
$50,000 annually or 1% of the aggregate amount invested by Parthenon (directly or through affiliates and co-investors. This amount was invoiced and paid quarterly. The invested amount grew periodically, from an initial amount of approximately $49,000,000 in 2006, based on which fees accrued in the amount of $122,250 per quarter, to approximately $74,873,242 as of 3/17/09, based on which management fees were accruing at $187,183 per quarter. 6. As the invoices reflect, beginning with the invoice dated 10/24/08, Parthenon
permitted Westcliff to accrue rather than pay the management fees, in order to assist Westcliff with its cash flow. 7. The accrued management fees owed by Westcliff are $1,687,379. The amount
listed by Westcliff as an allowed claim under its confirmed plan is $1,684,349.39, an immaterial variance. 8. As I stated in my original declaration in support of the motion to deem Parthenon's
claim allowed, I had direct discussions during this case with Matthew Pakkala, a Senior 2
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Managing Director ofFTI Consulting, inc. and the Debtors' Chief Restructuring Officer (the
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" eRO") regarding the Debtors' outstanding liabilities to Parthenon, in wh ich he made cl ear to me
that the management fees owed to Parthenon would be treated as allowed claims under the
Debtors' confinned plan of reorganization. There has never been any dispute with the Debtor
over the claim, and I had no reason to believe that it might he listed as a disputed claim.
9. At no time prior to the Bar Date or the Confinnation Date did Kirkland & Ellis
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LLP represent Parthenon in connection with its claim in this case. As noted, Parthenon did not anticipate any dispute concerning the claim. After bei ng notified by K&E that there might be an issue, we retained Pachulski Stang Ziehl & Jones LLP to represent Parthenon concerni ng the claim. 1 declare and verify under penalty of perjury that the foregoing is true and correct. Executed on this 18th day of April, 2012, at Boston, Massachusetts.

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EXHIBIT 1
EXHIBIT 1
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ADVISORY SERVICES AGREEMENT
THIS ADVISORY SERVICES AGREEMENT (this "Agreement") is made and entered into as of June 30, 2006 by and between Westcliff Medical Laboratories, Inc., a California corporation (the "Company"), and PCap, L.P., a Delaware limited partnership ("Parthenon"). WHEREAS, Parthenon is an indirect investor in BioLabs, Inc., a Delaware corporation and parent of the Company ("Holdings"); and WHEREAS, the Company desires to retain Parthenon and Parthenon desires to perform for the Company, certain of its affiliates and its subsidiaries certain services; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Engagement. The Company hereby engages Parthenon to act as its business advisor, and Parthenon hereby agrees to render management and advisory services to the Company, all on the terms and subject to the conditions set forth below. 2. Term. This Agreement shall be in effect for an initial term of five (5) years
commencing on the date hereof, and shall be automatically extended thereafter on a year to year basis unless (a) the Company or Parthenon provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof
or (b) any person or group of related persons (other than a stockholder as of the date of this Agreement) consummates a transaction or a series of transactions pursuant to which it acquires all or substantially all of the Company's assets determined on a consolidated basis (whether by merger, consolidation, sale or transfer of the Company's consolidated assets or otherwise). 3. Services. Parthenon shall perform or cause to be performed such customary management and advisory services for the Company and its subsidiaries as are requested by the Company's board of directors, the boards of directors (or similar governing body) of the Company's affiliates and the management of the Company and its subsidiaries and affiliates and as are mutually agreeable to the Company and Parthenon. Such management and advisory services may include but are not limited to: support of management, board and committee participation, advice with respect to development and implementation of strategies for the operating, marketing and financial performance of the Company, its subsidiaries and its affiliates, evaluation of acquisition opportunities, if any, evaluation of corporate initiatives, assistance in obtaining financing and operations under any financing agreements. 4. Personnel. Parthenon shall provide and devote to the performance of this Agreement such paltners, employees and agents of Parthenon as Parthenon shall deem appropriate for the furnishing of the services required thereby. 5. Management Fee. For the prOVISIOn of the services described above, commencing as of the date hereof, on a quarterly basis in advance, the Company shall pay to Parthenon (or its designees) an annual amount equal to the greater of (i) $50,000 or Oi) 1% of Parthenon's (and its affiliates and other co-investors) aggregate amount invested (whether directly, indirectly or through an affiliate such as Parthenon Investors II, L.P., J&R Founders' Fund II, L.P. or PCIP Investors) in the Company from and after the date of the Acquisition (as defined below) (whether from the acquisition of equity from the sellers in the Acquisition, purchases from the Company, Holdings or an affiliate, or otherwise).
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6.
Transaction Fees.
(i) Upon the closing (the "Closing") of the transactions (the "Acquisition") contemplated by the Asset Purchase Agreement dated May 22, 2006 among Holdings, Health Line Clinical Labs, Inc. and Natella Lalabekyan and the Stock Purchase Agreement, dated as of May 22,2006 among Holdings, the Company, Richard Nicholson and the other sellers named therein, the Company shall pay to Parthenon in immediately available funds an amount equal to $889,614.02, plus all fees, costs and expenses (including all out-of-pocket fees and expenses, fees and expenses of advisors, legal counsel, investment bankers, brokers or other representatives and consultants and any appraisal fees and expenses) incurred in connection therewith or related thereto. (ii) In addition, in consideration of the services to be rendered to the Company or its affiliates, the Company shall pay, or cause to be paid, to Parthenon or its designees a transaction fee upon the consummation of each acquisition, divestiture, financing, refinancing, merger, recapitalization or other transaction by the Company or any of its affiliates in an amount equal to 1% of the aggregate gross value of such transaction (which for purposes of greater certainty shall include any indebtedness incurred, retained or assumed, and commitments for indebtedness obtained, in connection with such transaction) plus, in each case, all fees, costs and expenses (including all outof-pocket fees and expenses, fees and expenses of advisors, legal counsel, investment bankers, brokers or other representatives and consultants and any appraisal fees and expenses) incurred in connection therewith or related thereto. 7. Expenses.
(i) The Company shall reimburse Parthenon, or shall cause Parthenon to be reimbursed, upon request from time to time, for all of Parthenon's and its affiliates out-ofpocket expenses incurred in connection with the provision of services hereunder or the attendance at any meeting of the board of directors (or other similar governing body) of the Company, its affiliates, its subsidiaries or any committee thereof related to the services Parthenon shall provide the Company, its affiliates or its subsidiaries in accordance with this Agreement or otherwise in any way relating to the Company, its affiliates or its subsidiaries or in any way relating to, or arising out of, the direct or indirect investment in or ownership of the Company or its affiliates (or their respective parent(s by any fund affiliated with Parthenon (including, without limitation, expenses incurred in connection with any add-on acquisitions or financings for the Company, its affiliates or its subsidiaries). (ii) The Company shall reimburse Parthenon, or shall cause Parthenon to be reimbursed, for the fees and disbursements of legal counsel, accountants, other consultants and advisors, related to the services Parthenon shall provide the Company, its affiliates and its subsidiaries in accordance with this Agreement or otherwise in any way relating to the Company, its affiliates and its subsidiaries or in any way relating to, arising out of, the direct or indirect investment in or ownership of the Company or its affiliates (or their respective parent(s by any fund affiliated with Parthenon. 8. Payments. All fees payable pursuant to this Agreement shall be non-refundable, absolute, irrevocable and unconditional, shall be paid by wire transfer of immediately available funds to Parthenon or, at Parthenon's direction, to its designees and paid without offset, defense, claim, deduction or any other claim and irrespective of the level, quality or amount of service provided. Without in any
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way limiting any rights or remedies that Parthenon may have at law or in equity, all payments not made hereunder on the date on which they are due, shall accrue interest until paid in full at the rate of interest which is identified and nonnally published by Bloomberg Professional Service Page Prime as the "Prime Rate" (or, if more than one rate is published as the Prime Rate, then the highest of such rates), compounded as of the last day of each month. The Company may cause one or more of its subsidiaries or affiliates to make any payments required to be made by the Company hereunder (it being understood that the Company shall determine the source for such payments based upon its good faith determination of the relevant benefits received by its subsidiaries); provided that the Company shall be responsible to ensure all such payments are made and remains liable for all obligations hereunder (except to the extent payments are actually made by its subsidiaries). 9. Information. The Company shall, and shall cause each of its subsidiaries and affiliates to, furnish to Parthenon such information as Parthenon believes to be appropriate to its engagement hereunder (all such information so furnished being referred to hereinafter as the "Information"). The Company recognizes and confinns that Parthenon (a) will use and rely primarily on the Information and infonnation available from generally recognized public sources in performing the services contemplated by this letter without having independently verified the same and (b) does not assume responsibility for the accuracy or completeness of the Infonnation and such other information. 10. Liability. Neither Parthenon nor any other Indemnified Party (as defined in Section 11 below) shall be liable to the Company or their subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from willful misconduct or bad faith on the part of an Indemnified Party in performance of Parthenon's obligations hereunder. Parthenon makes no representations or warranties, express or implied, in respect of the services to be provided by Parthenon or any of the other Indemnified Party. In no event will either party hereto be liable to the other for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as defined in Section 11 below) relating to the service to be provided by Parthenon hereunder. In no event will the aggregate liability of the members of the Parthenon Group arising out of relating in any way to this Agreement or the services provided hereunder exceed the aggregate amount of fees paid to Parthenon hereunder. The duties of Parthenon shall be confined to those expressly set forth herein, and no implied duties are assumed or may be asserted against any member of the Parthenon Group hereunder. Except as Parthenon may otherwise agree in writing after the date hereof: (i) each of Parthenon and its affiliates and any of their respective partners, members, employees or agents (collectively, the "Parthenon Group") shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company, its affiliates and its subsidiaries and (B) do business with any client or customer of the Company or its subsidiaries or any of their affiliates; (ii) no member of the Parthenon Group shall be liable to the Company, its subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of any such activities or of such person's participation therein; and (iii) in the event that any member of the Parthenon Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company, its subsidiaries or any of their affiliates on the one hand, and any member of the Parthenon Group, on the other hand, or any other person, no member of the Parthenon Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their affiliates and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, its subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Parthenon Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or
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does not present such opportunity to the Company, its subsidiaries or any of their affiliates. Section 10 shall survive the termination of this Agreement.
This
11. Indemnification. The Company shall indemnify and hold harmless, and shall cause each of its subsidiaries to indemnify and hold harmless, Parthenon and its affiliates and each of their respective directors, officers, employees, affiliates and agents (collectively, the "Indemnified Parties") from and against any and all actions, claims, liabilities, obligations, damages or expenses arising out of or in connection with Parthenon's engagement or provision of services hereunder or any action of any Indemnified Party in connection therewith, and the Company shall advance, or cause to be advanced, expenses, including reasonable legal fees and disbursements, for which any Indemnified Party would be entitled by this Agreement to be indemnified (collectively, "Claims"). The Company shall, and shall cause each of its subsidiaries to, defend at its own cost and expense any and all suits and actions (just or unjust) which may be brought against the Company, any of its subsidiaries or any Indemnified Parties or in which any of the Indemnified Parties may be impleaded with others upon any Claims, or upon any other matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by any of the Indemnified Parties, except that if such damage shall be proven to be the direct result of bad faith or willful misconduct by an Indemnified Party, then Parthenon shall reimburse the Company for the costs of defense and other costs incurred by the Company or its subsidiaries. 12. Notices. Any notice, report or payment required or permitted to be given or made under this Agreement by one party to the other shall be deemed to have been duly given or made if personally delivered, telecopied (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5 :00 p.m. Boston, Massachusetts time on a business day, and otherwise on the next business day, or mailed by registered or certified mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid), to the other party at the following addresses (or at such other address as shall be given in writing by one party to the other): To the Company: Westcliff Medical Laboratories, Inc. 1821 E. Dyer Road, Suite 100 Santa Ana, California 92705-5700 Facsimile: (949) 631-1092 Attention: Dr. Douglas Harrington To Parthenon: PCap, L.P. 75 State Street 26 th Floor Boston, MA 02109 Facsimile: (415) 913-3913 Attention: Will Kessinger and Casey Lynch 13. Assignment. Neither party may assign any obligations hereunder to any other party without the prior written consent of the other party; provided that Parthenon may, without the consent of the Company, assign its rights and obligations under this Agreement to any of its affiliates, in which case the assignor shall not be liable for the performance of any assignee. 14. Benefit of Agreement. This Agreement and all the obligations and benefits hereunder shall inure to the benefit of the patties hereto and their successors and permitted assigns. No
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third-party beneficiary shall have any legal or equitable right, remedy or claim under or with respect to any provision of this Agreement; provided, however, that the Administrative Agent and the Lenders (as each such term is defined in Section 15 below) are third-party beneficiaries of the provisions of Section 15 hereof. 15. Acknowledgment of Subordination. The Company and Parthenon hereby agree and acknowledge that, so long as there are amounts outstanding under the Credit Agreement (as defined below), the obligations of the Company to make any and all payments hereunder are subordinate and junior to the prior performance and payment of the Company's obligations under the Credit Agreement in the manner, and to the extent, provided in Section 5.14 of the Senior Credit Agreement. Therefore, for so long as the Company is subject to Section 5.14 of the Credit Agreement, no payment due or payable by the Company or any of its affiliates or subsidiaries under this Agreement shall be made or permitted or required to be made by the Company or any such affiliate or shall be accepted by Parthenon if, at the time of the making of such payment, the making of such payment is prohibited by Section 5.14 of the Credit Agreement. For the avoidance of doubt, any payment not made due to the application of this Section 15 shall in all cases still accrue, but not be paid until it is permitted to be paid pursuant to Section 5.14 of the Credit Agreement. The failure of the Company to make any payment otherwise due hereunder as a result of, and to the extent and during the duration of, the application of the foregoing paragraph shall in no event constitute a breach by the Company of this Agreement. For the purposes of this Agreement, the "Credit Agreement" means that celiain Credit Agreement dated as of the date hereof by and between the Company, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent ("Administrative Agent") for the lenders and the financial institutions from time to time party thereto as lenders (the "Lenders"), as amended from time to time in accordance with its terms. 16. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement. 17. Parthenon as an Independent Contractor. Pmihenon and the Company agree that Parthenon and/or its affiliates shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither Parthenon nor its directors, officers or employees shall be considered employees or agents of the Company or any of its subsidiaries as a result of this Agreement nor shall any of them have authority to contract in the name of or bind the Company or any of its subsidiaries as a result of this Agreement, except as expressly agreed to in writing by the Company. 18. Entire Agreement; Modification; Waiver; Governing Law. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions hereof shall be binding upon either party unless approved in writing by an authorized representative of such party; provided, however, that, so long as there are amounts outstanding under the Credit Agreement, Sections 14 and 15 of this Agreement may not be amended, waived or otherwise modified without the prior written consent of the Administrative Agent. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof. All issues concerning this Agreement shall be governed by and construed in
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accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the Commonwealth of Massach usetts. 19. MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON, AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RELATED TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY. 20. Delivery by Facsimile. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that any signature was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
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IN WITNESS WHEREOF, the parties have executed this Advisory Services Agreement as ofthe date first written above.
peAP, LP.
By: peap. LLC, its general partner
By:
Name: William Kessinger

Title:
Signature Page to Advisory Services Agreement
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IN WITNESS WHEREOF, the parties have executed this Advisory Services Agreement as of the date first written above.
WESTCLIFF MEDICAL LASORA TORIES, INC.
By: Name: Title:
PCAP, L.P.
By: PCap, LLC, its general partner
By
Name: William Kessi~ Title:
~Ch
Signature Page to Advisory Services Agreement
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EXHIBIT 2
EXHIBIT 2
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Westcliff Medical Laboratories, Inc. and BioLabs, Inc. Parthenon Capital Management Fee History
Quarter Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Cumulative
Amount Owed 122,250.00 122,250.00 122,250.00 122,250.00 122,250.00 138,500.00 138,500.00 138,500.00 160,924.00 171,174.00 183,433.00 187,183.00 187,183.00 187,183.00 187,183.00 187,183.00 187,183.00 2,665,379.00
Amount Paid 122,250.00 122,250.00 122,250.00 122,250.00 122,250.00 122,250.00 122,250.00 122,250.00 978,000.00
Balance Due
Invoice Date
Invoice Amount
Comments
6/30/2006 122,250.00 8/29/2006 122,250.00 Invoice not sent Invoice not sent Invoice not sent 16,250.00 10/10/2007 138,500.00 16,250.00 Invoice not sent 16,250.00 Invoice not sent 160,924.00 10/24/2008 160,924.00 171,174.00 10/24/2008 171,174.00 183,433.00 12/15/2008 183,433.00 187,183.00 3/17/2009 187,183.00 187,183.00 6/19/2009 187,183.00 187,183.00 9/22/2009 187,183.00 187,183.00 12/14/2009 187,183.00 187,183.00 3/22/2010 187,183.00 187,183.00 6/21/2010 187,183.00 1,687,379.00 1,684,349.39 Amount per Exhibit "1" of First Amended Disclosure Statement 3,029.61 Variance
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75 STATE STREET BOSTON, MASSACHUSETTS 02109 617 960-4000 617 960-4010 FAX
Mr. Brian Urban Chief Financial Officer Bio Labs, Inc 361 Hospital Road, Suite 222 Newport Beach, CA 92663
June 30, 2006
INVOICE
For 1st quarter 2006 Monitoring Fees as described in the Management Agreement
$122,250
Please remit payment to: Boston Private Bank & Trust Company ABA#: 0110-0234-3 Account name: PCAP, L.P. Account number: 3120950 Or mail payment, payable to PCAP, L.P., to: Parthenon Capital 75 State Street, 26th floor Boston, MA 02109
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75 STATE STREET BOSTON, MASSACHUSETTS 02109 617 960-4000 617 960-4010 FAX
Mr. Brian Urban Chief Financial Officer Bio Labs, Inc 361 Hospital Road, Suite 222 Newport Beach, CA 92663
August 29, 2006
INVOICE
For 2nd quarter 2006 Monitoring Fees as described in the Management Agreement $122,250
Please remit payment to: Boston Private Bank & Trust Company ABA#: 0110-0234-3 Account name: PCAP, L.P. Account number: 3120950 Or mail payment, payable to PCAP, L.P., to: Parthenon Capital 75 State Street, 26th floor Boston, MA 02109
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265 Franklin St, 18TH FLOOR BOSTON, MASSACHUSETTS 02110 617 960-4000 617 960-4010 FAX
10/10/07
Mr. Brian Urban Chief Financial Officer Westcliff Medical Laboratories, Inc. 1821 East Dyer Road Santa Ana, CA 92705
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 7/30/07 aggregate amount invested is $55,400,000 - $138,500 per quarter, and $46,166 per month); Q4 2007 to be paid in advance (due 10/1/07) Total 138,500 $138,500
Please remit payment to: Boston Private Bank & Trust Company ABA#: 0110-0234-3 Account name: PCAP, LP Account number: 3120950 Or mail payment, payable to PCap Managers, LLC., to: Parthenon Capital 265 Franklin St, 18th Floor Boston, MA 02110
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10/24/08
Accrue-Do not pay
INVOICE
Please remit payment to: Boston Private Bank & Trust Company ABA#: 0110-0234-3 Account name: PCAP, LP Account number: 3120950 Or mail payment, payable to PCap, L.P. to: c/o Parthenon Capital 265 Franklin St, 18th Floor Boston, MA 02110
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10/24/08
Accrue-Do not pay
INVOICE
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12/15/08
Mr. Brian Urban Chief Financial Officer Westcliff Medical Laboratories, Inc. 1821 East Dyer Road, Suite 100 Santa Ana, CA 92705
Accrue-Do not pay
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 12/15/08 aggregate amount invested is $73,373,242.50 - $183,433 per quarter; Q1 2009 to be paid in advance (due 01/1/09) Total $ 183,433 $ 183,433
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03/17/09
Accrue-Do not pay
INVOICE
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6/19/09
Accrue-Do not pay
INVOICE
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9/22/09
Mr. Scott McMahan Westcliff Medical Laboratories, Inc. 1821 East Dyer Road, Suite 100 Santa Ana, CA 92705
Accrue-Do not pay
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 1/28/09 aggregate amount invested is $74,873,242.50 - $187,183 per quarter); Q4 2009 to be paid in advance (due 10/1/09) Total $ 187,183 $ 187,183
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265 FRANKLIN STREET, 18TH Floor BOSTON, MASSACHUSETTS 02110 617 960-4000 617 960-4010 FAX
FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CALIFORNIA 94111 415 913-3900 415 913-3913 FAX
December 14, 2009
Accrue-Do not pay
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 1/28/09 aggregate amount invested is $74,873,242.50 - $187,183 per quarter); For the 1st Quarter 2010 to be paid in advance (due 1/4/09) Total $ 187,183 $ 187,183
022
Case 8:10-bk-16743-TA
Desc
March 22, 2010
Accrue-Do not pay
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 1/28/09 aggregate amount invested is $74,873,242.50 - $187,183 per quarter); For the 2nd Quarter 2010 to be paid in advance (due 4/1/10) Total $ 187,183 $ 187,183
023
Case 8:10-bk-16743-TA
Desc
June 21, 2010
Accrue-Do not pay
INVOICE
For Management Fees as described in the Management Services Agreement, Section 5 (As of 1/28/09 aggregate amount invested is $74,873,242.50 - $187,183 per quarter); For the 3rd Quarter 2010 to be paid in advance (due 7/1/10) Total $ 187,183 $ 187,183
Please remit payment to: Boston Private Bank & Trust Company ABA#: 0110-0234-3 Account name: PCP, LP Account number: 3120950 Or mail payment, payable to PCP, L.P. to: c/o Parthenon Capital Partners 265 Franklin St, 18th Floor Boston, MA 02110
024
In re:
Case 8:10-bk-16743-TA
Doc 797
Main WESTCLIFF MEDICAL LABORATORIES, INC.,Document
Filed 04/18/12 Entered 04/18/12 14:32:49 CHAPTER 11 Page 27 of 30 CASE NUMBER 10-16743-TA
Debtor(s).
Desc
[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 SUPPLEMENTAL DECLARATION OF JEFFREY S. STEIN IN SUPPORT OF REPLY TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS OPPOSITION TO MOTION BY PARTHENON CAPITAL PARTNERS FOR ORDER: (1) DEEMING CLAIM ALLOWED, OR (2) GRANTING LEAVE TO FILE PROOF OF CLAIM 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 April 18, 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 April 18, 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.
April 18, 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
F 9013-3.1.PROOF.SERVICE
Case 8:10-bk-16743-TA
Doc 797
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 Ctr 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 Creds Committee bkgroup@buchalter.com, jgarfinkle@buchalter.com; jmealeyhatch@buchalter.com;docket@buchalter.com; svanderburgh@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 Chad V Haes for Int Pty Courtesy NEF chaes@marshackhays.com 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 & ACE Property & Casualty Insurance Company jkahane@duanemorris.com Andy Kong for Cred Grifols USA LLC Kong.Andy@ArentFox.com
Filed 04/18/12 Entered 04/18/12 14:32:49 Page 28 of 30
Desc
4.
5. 6. 7. 8. 9. 10. 11. 12. 13. 14.
15. 16. 17. 18. 19. 20. 21.
23. Alan J Kornfeld on behalf of Creditor Parthenon Capital Partners akornfeld@pszjlaw.com, akornfeld@pszjlaw.com 24. Rodger M Landau for Cred Enterprise Rent-A-Car of LA, dba Enterprise Fleet Service rlandau@lgbfirm.com, gguidetti@lgbfirm.com; rmartinpatterson@lgbfirm.com 25. Matthew A Lesnick for Cred Descartes Systems [USA], LLC D matt@lesnickprince.com 26. Michael B Lubic for Cred Esoterix Genetic Laboratories, LLC michael.lubic@klgates.com 27. Frank F McGinn for Int Pty Courtesy NEF ffm@bostonbusinesslaw.com 28. Elissa Miller for Int Pty AFCO Acceptance Corporation emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com 29. Kerry A Moynihan for Int Pty Specialty Laboratories, Inc. kerry.moynihan@bryancave.com, raul.morales@bryancave.com;trish.penn@bryancave.com 30. Aram Ordubegian for Cred Roche Diagnostics Corporation ordubegian.aram@arentfox.com 31. Ernie Zachary Park for Cred The Irvine Company LLC ernie.park@bewleylaw.com 32. Richard Park for Def Federal Trade Commission Richard.Park@usdoj.gov 33. Justin E Rawlins for Int Pty Courtesy NEF jrawlins@winston.com, docketla@winston.com 34. Benjamin Seigel for Cred Committee Creds Committee bseigel@buchalter.com, IFS_filing@buchalter.com 35. David B Shemano for Cred Cambridge Healthcare Properties, Inc. dshemano@pwkllp.com 36. Lindsey L Smith for Pltf Biolabs, Inc. lls@lnbyb.com 37. Philip E Strok for Cred Hologic, Inc. pstrok@wgllp.com 38. United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov 39. Howard J Weg for Int Pty Courtesy NEF hweg@pwkllp.com 40. Sharon Z Weiss for Int Pty Specialty Laboratories, Inc. sharon.weiss@hro.com, raul.morales@hro.com 41. Joseph M Welch for Creds Committee jwelch@buchalter.com, jmealeyhatch@buchalter.com;docket@buchalter.com 42. Johnny White for Cred Google Inc. ecf@blakeleyllp.com;dmannion@blakeleyllp.com 43. Beth Ann R Young for Pltf Biolabs, Inc. bry@lnbyb.com
22.
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
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
Desc
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
Case 8:10-bk-16743-TA
M&IMarshall&IlsleyBank Attn:Officer/Director/LegalDept. 770N.WaterStreet Milwaukee,WI53202
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

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Case 8:10-bk-16743-TA

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

Name: William Kessinger

Signature Page to Advisory Services Agreement

WESTCLIFF MEDICAL LASORA TORIES, INC.

By: Name: Title:

Name: William Kessi~ Title:

Signature Page to Advisory Services Agreement

June 30, 2006

August 29, 2006

Accrue-Do not pay

Accrue-Do not pay

Accrue-Do not pay

Accrue-Do not pay

Accrue-Do not pay

Accrue-Do not pay

December 14, 2009

Accrue-Do not pay

March 22, 2010

Accrue-Do not pay

June 21, 2010

Accrue-Do not pay

Main WESTCLIFF MEDICAL LABORATORIES, INC.,Document

[Jointly Admin. with Case No. 10-16746-TA]

PROOF OF SERVICE OF DOCUMENT

Service information continued on attached page

April 18, 2012

/s/ Melisa DesJardien

Filed 04/18/12 Entered 04/18/12 14:32:49 Page 28 of 30

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

15. 16. 17. 18. 19. 20. 21.

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

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

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

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

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

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

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