Case 8:10-bk-16743-TA

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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 the Estate Representative

FILED & ENTERED SEP 27 2012

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

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. ____________________________ BIOLABS, INC., Debtor. ____________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk16746-TA Chapter 11 Cases ORDER AUTHORIZING ESTATE REPRESENTATIVE TO MAKE AN INTERIM DISTRIBUTION TO CREDITORS PURSUANT TO CONFIRMED PLAN OF REORGANIZATION AND TO INCREASE AMOUNT OF PROFESSIONAL FEE RESERVE Court Scheduled Hearing: Date: September 5, 2012 Time: 10:00 a.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701-4593

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1

A hearing was held on September 5, 2012 at 10:00 a.m. for the Court to consider approval of the motion (the Motion) filed by Mathew Pakkala, the Estate Representative for the chapter 11 bankruptcy estates of Westcliff Medical Laboratories, Inc. and BioLabs, Inc., the former Chapter 11 debtors and debtors in possession (collectively, the Debtors), seeking an order of the Court authorizing the Estate Representative to make an interim distribution to creditors pursuant to the terms of the confirmed plan of reorganization in these cases (the Plan) and for authority to increase the amount of the Professional Fee Reserve established pursuant to the Plan.1 Appearances were made at the hearing on the Motion as set forth on the record of the Court. The Court, having considered the Motion, the pleadings filed by the Debtors in support of the Motion, and the joinder to the Motion filed by the Post-Confirmation Committee, proper notice of the Motion having been provided and no opposition to the Motion having been filed, and good cause appearing, HEREBY ORDERS AS FOLLOWS: 1. The Estate Representative is hereby authorized to distribute $6.0 million of the

approximately $6.7 million of Remaining Estate Funds at this time to holders of class 4 allowed claims and to the Senior Lenders on account of their class 5 allowed claim. Based upon a total of $11,442,508 of class 4 allowed claims and $7,675,801 of class 5 allowed claims, and after taking into account the initial 10% recovery that holders of class 4 allowed claims are entitled to receive under the Plan, the Estate Representative is authorized to distribute a total of $2,073,642 to the Senior Lenders on account of their class 5 allowed claim, and the Estate Representative is authorized to distribute a total of $3,926,358 to holders of class 4 allowed claims on a pro ra ta basis in accordance with the claims chart attached as Exhibit 1 to the Motion, recognizing that

All capitalized terms which are not defined herein but which are defined in the Motion shall have the same definitions herein as such terms have in the Motion.

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only holders of class 4 allowed claims will receive an immediate distribution, which means that the Tort Claim holder and all pending preference action defendants will not receive any immediate distribution, and the Estate Representative will properly reserve for what those distributions would have been if their class 4 allowed claims were allowed as asserted. 2. The Estate Representative is hereby authorized to increase the amount of the

Administrative Reserve Fund by $150,000. ###

DATED: September 27, 2012

United States Bankruptcy Judge

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September 12, 2012 Date

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067 A true and correct copy of the foregoing document described as ORDER AUTHORIZING ESTATE REPRESENTATIVE TO MAKE AN INTERIM DISTRIBUTION TO CREDITORS PURSUANT TO CONFIRMED PLAN OF REORGANIZATION AND TO INCREASE AMOUNT OF PROFESSIONAL FEE RESERVE 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 stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) September 12, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) September 12, 2012, I served the following persons and/or entities at the last known addresses 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 addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) September 12, 2012, I served the following persons and/or entities by personal delivery, overnight mail service, 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, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Served by Overnight Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701 Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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NOTICE OF ENTERED ORDER AND SERVICE LIST

Notice is given by the court that a judgment or order entitled (specify): ORDER AUTHORIZING ESTATE REPRESENTATIVE TO MAKE AN INTERIM DISTRIBUTION TO CREDITORS PURSUANT TO CONFIRMED PLAN OF REORGANIZATION AND TO INCREASE AMOUNT OF PROFESSIONAL FEE RESERVE was entered on the date indicated as "Entered" on the first page of this judgment or order and will be served in the manner stated below: 1. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Orders and LBRs, the foregoing document was served on the following persons by the court via NEF and hyperlink to the judgment or order. As of (date) September 12, 2012, the following persons are currently on the Electronic Mail Notice List for this bankruptcy case or adversary proceeding to receive NEF transmission at the email addresses stated below. Raymond G Alvarado ralvarado@alvaradosmith.com Todd M Arnold tma@lnbyb.com Phillip Ashman mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett rick@barnettrubin.com, kelly@barnettrubin.com Ron Bender rb@lnbyb.com Eric S Bershatski eric.bershatski@gmail.com Brett Bissett brett.bissett@klgates.com Jennifer K Brooks jennifer.k.brooks@pillsburylaw.com Ronald K Brown rkbgwhw@aol.com Howard Camhi hcamhi@ecjlaw.com Donald H Cram dhc@severson.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Ryan S Fife ryan.fife@dbr.com, mary.avila@dbr.com;docket_la@dbr.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbyb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;docket@buchalter.com;svanderburgh@buchalter.com Barry S Glaser bglaser@swjlaw.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov Chad V Haes chaes@marshackhays.com James C Harman james.harman@coco.ocgov.com D Edward Hays ehays@marshackhays.com, ecfmarshackhays@gmail.com Michael J Heyman michael.heyman@klgates.com Jacqueline L James jlj@lnbyb.com Jeanne M Jorgensen jjorgensen@pj-law.com, esorensen@pj-law.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Alan J Kornfeld akornfeld@pszjlaw.com, akornfeld@pszjlaw.com Rodger M Landau rlandau@lgbfirm.com, gguidetti@lgbfirm.com;rmartin-patterson@lgbfirm.com Leib M Lerner leib.lerner@alston.com Matthew A Lesnick matt@lesnickprince.com Michael B Lubic michael.lubic@klgates.com Mark J Markus bklawr@bklaw.com, markjmarkus@gmail.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Kerry A Moynihan kerry.moynihan@bryancave.com, raul.morales@bryancave.com;trish.penn@bryancave.com

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Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov John E Polich john.polich@ventura.org Justin E Rawlins jrawlins@winston.com, docketla@winston.com Christopher O Rivas crivas@reedsmith.com Martha E Romero Romero@mromerolawfirm.com Steven J Schwartz sschwartz@dgdk.com, DanningGill@gmail.com Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@peitzmanweg.com Lindsey L Smith lls@lnbyb.com Philip E Strok pstrok@wgllp.com Cathy Ta cathy.ta@bbklaw.com, Arthur.Johnston@bbklaw.com;lisa.spencer@bbklaw.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@peitzmanweg.com Sharon Z Weiss sharon.weiss@bryancave.com, raul.morales@hro.com Sharon Z Weiss sharon.weiss@hro.com, raul.morales@hro.com Joseph M Welch jwelch@buchalter.com, jmealey-hatch@buchalter.com;docket@buchalter.com Johnny White , ecf@blakeleyllp.com;dmannion@blakeleyllp.com Beth Ann R Young bry@lnbyb.com Service information continued on attached page

2. SERVED BY THE COURT VIA UNITED STATES 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 persons and/or entities at the addresses indicated below: Debtors Westcliff Medical Laboratories, Inc. BioLabs, Inc. c/o FTI Consulting 633 West Fifth Street, 16th Floor Los Angeles, CA 90071 Service information continued on attached page 3. 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 United States mail, overnight mail, facsimile transmission or email and file a proof of service of the entered order on the following persons and/or entities at the addresses, facsimile transmission numbers, and/or email addresses stated below:

Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9021-1.1.NOTICE.ENTERED.ORDER