THE FILING OF PROOFS OF CLAIM, INCLUDING CLAIMS ARISING ... · the oil &gas industry, electro-coating for manufacturing paint lines, food and beverage, and advanced process separations

IN T'HE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

ULTURA (LA) INC., et al., ~ ) Case No. 14-12382 (KG)

Debtors. ) Jointly Administered

(Requested) Nearing Date: November 25, 2014 at1:00 p.m. ET[Requested] Objection Deadline: November 24, 2014at 12:00 noon ~T

MOTION OF DEBTORS FUR AN ORDER (1) FIXING BAR DATE FORTHE FILING OF PROOFS OF CLAIM, INCLUDING CLAIMS ARISING UNDER

SECTION 543(b)(9) OF THE BANKRUPTCY CODE, (2) DESIGNATING FORM ANDMANNER OF NOTICE THEREOF, AND (3) GRANTING RELATED ItELI~F

The above-captioned debtors and debtors in possession (the "Debtors") hereby

move this Court (the "Motion") for entry of an order, pursuant to sections 501, 502(b)(9) and 503

of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2002(a)(7) and 3003 of the

Federal Rules of Bankruptcy Procedure (the ̀ Bankruptcy"): (1) fixing bar date for the

filing of proofs of claim, (2) designating the form and manner of notice thereof, and (3) granting

related relief. In support of the Motion, the Debtors respectfully represent as follows:

Jurisdiction

The Court has jurisdiction over this Motion pursuant to 28 U.S.C. § 1334.

This proceeding is a core proceeding within the meaning of 28 U.S.C. §§ 157(b)(2)(A) and (0).

~ The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification numbers are:Ultura (LA) Inc. (9624) and Ultura (Oceanside) Inc. (6429). The trailing address for each of the Debtors is: 3605Long Beach Blvd., Suite 201, Long Beach, CA 90807.

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Case 14-12382-KG Doc 138 Filed 11/19/14 Page 1 of 7

2. Venue of these proceedings and this Motion is proper in this District

pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory predicates for the relief sought herein axe sections 501,

502(b)(9) and 503 of the Bankruptcy Code, Bankruptcy Rules 2002(a)(7) and 3003.

B~ck~round

4. On October 20, 2014 (the "Petition Date"), the Debtors commenced these

cases by filing voluntary petitions for relief under chaptex I 1 of the Bankruptcy Code.

On October 31, 2014, the United States Trustee appointed an Official

Committee of Unsecured Creditors (the "Committee"). No trustee or examiner has been

appointed in the Debtors' chapter 11 cases.

h. The Debtors have continued in the possession of their property and have

continued to operate and manage their business as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Lode.

7. The Debtors and their non-debtor affiliates (together, the "Company") are

a design, engineering, manufacturing and services organization with over 40 years of experience.

The Company offers products and. services for the difficult-to-treat waters and substances used in

a wide-range of markets including the treatment of toxic leachate from landfills, rare earths and

mining, on-vessel water/waste water treatments, treatment of upstream and downstream water in

the oil &gas industry, electro-coating for manufacturing paint lines, food and beverage, and

advanced process separations for life sciences.

2

DOGS DE:1962363 877]4/002


8. The factual background relating to the Debtors' commencement of these

chapter 11 cases is set forth in detail in the Declaration of GNant Lyon in Support of First Day

Motions (the "Lyon Declaration") [Docket No. 14] and incorporated herein by reference.

9. On November 3, 2014, the Debtors filed their schedules of assets and

liabilities and statement of financial affairs (the "Schedules") [Docket Nos. 80 — 83].

Request for Relief

10. By this Motion, the Debtors seek the issuance and entry of an order of this

Court, pursuant to Bankruptcy Rule 3003(c): (a) establishing January 15, 2015 at 4:00 p.m.

(prevailing Eastern time) as the deadline for filing proofs of claim (the "Claims Bar Date") with

Rust Consulting Omni Bankruptcy (the "Claims Agent") for all claims arising prior to the

Petition Date, including claims arising under § 503(b)(9) of the Bankruptcy Code (b) authorizitlg

and approving the form and content of the proposed notice of the Bar Date, by mail in

substantially the form annexed hereto as Exhibit A and incorporated herein (the "Bar Date

Notice"); (c) approving the manner and method of the Debtors' dissemination of the Bar Date

Notice to creditors, equity holders, and other interested parties, as set forth in the attached order;

and (d) granting the Debtors such other and further relief as is just and proper.

11. The following claims are excepted from the provisions of the Bar Date

Order (the ̀ Excepted Claims") and are not required to be filed on or before the Bar Date:

a. claims already duly filed in these cases with the Claims Agent, or

with the Clerk of the Bankruptcy Court for the District of Delaware, 824 Market Street, 3x•d

Floor, Wilmington, DE 19801;

DOCS DE:196236.3 87714/002


b. claims by UAC with respect to the Obligations (as such term is

defined in the Final Order (I) Approving Ultura (Oceanside) Ine.'s Petition Financing, (II)

Authorizing Debtors' Use of Cash Collateral; (III) Granting Liens and Providing Superp~•iority

Administrative Expense Status (IV) Granting Adequate Protection; and (V) Modifying the

Automatic Stay;

c. claims listed in the Debtors' schedules of assets and liabilities and

statement of financial affairs [Docket Nos. 80 - 83] (the "Schedules"), if and only if (i) the

claimant does not dispute the amount, nature, and priority of its claim as designated in the

Schedules, (ii) such claim is not designated in the Schedules as "contingent", "unliquidated",

"subject to adjustment", "disputed", or "unknown" (or assigned a zero amount), and (iii) such

claimant does not dispute that its claim is an obligation only of the specific Debtor against which

the claim is listed in the Schedules; and

d. claims arising on ar after the Petition Date.

Basis for Relief

12. Bankruptcy Rule 3003(c)(3) provides that the Court "shall fix ...the time

within which proofs of claim or interest may be filed."

13. Furthermore, Bankruptcy Rile 3002(a) provides that an unsecured creditor

or an equity security holder must file a proof of claim, except as provided in Bankruptcy Rule

3003. Bankruptcy Rule 3003(b), which applies in chapter 11 cases, pt•ovides that the schedules

filed by a debtor shall constitute prima facie evidence of the validity and the amount of the

claims of creditors, unless they are scheduled as disputed, contingent, unliquidated or unknown.

rocs r~L:~9~z36.s s~~~4ioo2


In other words, no filing of a claim is necessary by a creditor for a claim that appears nn the

schedules and which is not scheduled as disputed, contingent, unliquidated or unknown by the

debtor and to which the debtor is in agreement.

14. Bankruptcy Rule 3003(e)(2), in turn, provides that any creditor or equity

security holder whose claim or interest is not listed in the schedules, or is listed as disputed,

contingent, unliquidated or unknown, shall file a proof of claim within the time prescribed by

subsection (c)(3) of that Bankruptcy Rule, and any such creditor who fails to file such a proof of

claim shall not be treated as a creditor with respect to such claim or interest for the purpose of

receiving any distribution from the estate.

15. Prior to the date hereof, creditors and equity security holders may have

filed proofs of claim or interest with the Cleric of the Court or the Court-appointed Claims Agent

in these cases. In order to avoid the result that creditors file duplicative claims in response to the

Bar Date Notice to be served by the Debtors, the Debtors hereby propose that creditors who have

already filed proofs of claim with the Court or Claims Agent not be required to file a proof of

claim a second time.

16. Upon information and belief, the list of creditors that is contained in the

Schedules and the original matrix of creditors filed at the inception of the case includes the

names and addresses of all known creditors and potential creditors of the Debtors.

17. The Debtors intend to serve a copy of the Bar Date Notice on or before

December 1, 2014, by IJ.S. Postal Service first class mail, postage prepaid, on the following

parties: (i) all known creditors, (ii) all parties listed on the Debtors' master mailing matrix;

DOCS DF:196236.3 87714/002


(iii) all entities having filed a notice of appearance and demand for papers, (iv) counsel to UAC,

and (v) the Office of the United States Trustee. The proposed Claims Bar Date of January 15,

2015, is forty-five (45) days from the proposed date of service, The proposed Bar Date Notice is

attached hereto as Exhibit A.

Notice

18. Notice of this Motion has been given to the following parties or, in lien

thereof, to their counsel, if known: (a) the Office of the United States Trustee; (b) counsel to

UAC (c) counsel to the Official Committee of Unsecured. Creditors; and (d) any party that has

requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the

nature of the relief requested, no other or further notice need be given.

No Prior Request

19. No prior application for the relief sought herein has been duly made by the

Debtors to this or any other Court.

DDOCS DF,:196236.3 87714/002


WHF,REFORF,, the Debtors respectfully request that the Court grant the relief

requested herein and issue and enter the affixed order (a) fixing January 1 S, 2015, as the Claims

Bar Date for prepetition claims, including claims arising under § 503(b)(9) of the Bankruptcy

Code, (b) fixing the method and manner of the Debtors' delivery of notice of the establishment

of the Bar Date to creditors and other parties in interest, and (c) granting the Debtors such other

and further relief as this Court deems just, proper and equitable.

Dated: November ~, 2014 PACHULSKI STANG ZIEHL &JONES LLP

~~~~~of ey N. Pomerantz (CA Bar No. 1 43717)

ra I. Grassgreen (CA Bar No. 169978)James E. O'Neill (Bar No. 4042)Jeffrey W. Dulberg (CA Bar No. 181200)919 North Market Street, 17t~' FloorP.O. Box 8705Wilmington, DE 19899-8705 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]

dgrassgreen@pszj law. [email protected] dulberg@pszj law.com

Counsel to Debtors and Debtors in Possession

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EXHIBIT A

Bar Date Notice

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Case 14-12382-KG Doc 138-1 Filed 11/19/14 Page 1 of 8

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

ULTURA (LA) INC., et al., l ) Case No. 14-1282 (KG)

Debtors. ) (Jointly Administered)

NOTICE OI+ BAR DATE FUR FILING P1200FS OF CLAIM

`T'O: ALL CREDITORS AND OTHER PARTIES IN INTEIZ~ST WITH CLAIMS AGAINST TI-lE

ABOVE-CAPTIONED DEBTORS:

PLF,ASE TAKE NOTICE that:

On 2014, the United States Bankt~uptcy Court foi• the District of Delawa~•e

(the "Cout~l") enteyed an Order (the "Bar Date Order") in the chapter I 1 cases (t}~e "Lases") of the above-

captioned debtors and debtors in possession (the "Debtors") in accordance with Bankruptcy Rule 3003(c)

~X111~T:

a. January 15, 2015, at 4c00 p.m. prevailing eastern time (the "Claims Bar Date") as the

last da for the ~lin~ of proofs of claim in these Cases fog• all claims against the Debtof•s

arising prior• to October 20, 2014 (the "Petition Date"), including claims arising under

§ 503(b)(9) of the Bankruptcy Code; and

All claims, as defined in section 101(5) of title 11 of the United States Code

(the "Bankruptcy Code"), arising before the Petition Date, and claims arising under § 503(b)(9) of

the Bankruptcy Code, including in each case any claims against the Debtors' estates based on the

Debtors' primary, secondary, direct, indirect, fixed, secured, unsecured, contingent, guaraa~teed, disputed,

undisputed, liquidated, unliquidated, matured, unmatured, legal or equitable liability, or otherwise (each a

"Claim"), except as otherwise provided far or specifically excepted herein, shall be filed with the claims

agent, Rust Consulting Otnni Bankruptcy (tl~e "Claims Agent'), in writing, together with supporting

documentation, substantially conforming with Official Bankruptcy Form 10 (attached hereto as Exhibit

l ), or as otherwise pi'esci•ibed or authorized under the Bankruptcy Rules, on or before the Claims Bar

Date at the following address:

If b3~ First Class Mail, Hand Delivet-y or Overnight Mail:

Ultura (LA) Inc., et al. Proofs of Claim

c/o Rust Consulting Omni Bankruptcy

5955 l?e Soto Ave., Suite 100

Woodland Hills, CA 91367

~ The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification numbers ar•e:

Ultura (LA) Inc. (9624) and Ultura (Oceanside) lnc. (6429). The mailing address for each of the Debtors is: 3605

Long Beach Blvd., Suite 201, Long Beach, CA 90807.

vocs nr:: ~ ~~a36.3 s~~ ~ 4ioo2


In addition, proofs of claim may be filed electronically using the interface available on

Rust Omni's website at http://www.omnimgt.com/ultura. Proofs of claim submitted by facsimile or

electronic mail will not be accepted.

The following claims are excepted from the provisions of the Bar Date Order

(the ̀ Excepted Claims") and are not required to be filed on or before the Claims Bar Date:

a. claims ah~eady duly filed in these Cases with tha Claims Agent, or• with the Clerk of the

Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor,

Wilmington, DE 19801;

b, claims by IJAC with respect to the Obligations (as such term is defined in the

Final Order (I) Approving IJltura (Oceanside) Inc.'s Petition Financing, (II)

Authorizing Debtors' Use of Cash Collateral; (III) Granting Liens and Providing

Superpriority Administrative Expense Status (IV) Uranting Adequate Protection;

and (V) Modifying the Automatic Stay;

claims listed in the Debtors' schedules of assets and liabilities and statement o1' financial

affairs [Docket Nos. 80-83] (the "Schedules"), if and only if (i) the claimant does not

dispute the amount, natut•e, and priority o~f its claim as designated in the Schedules, (ii)

such claim is not designated in the Schedules as "contingent", "unliquidated", "subject to

1C~~USt1Y1811t~~, ̀ ~disputed'~, Ol' "U17~C110W17" ~Ol' 2SS1g110C~ 2 ZCPO 2IY1011llt~, 21101 ~111~ SUCK

claimant does not dispute that its claim is an obligation only of the specific Debtor•

against which the claim is listed in the Schedules; and

d. claims arising on or• after the Petition Date.

Should the Court, in the future, fix a date by which the Excepted Claims must be filed,

you will be notified.

A~1y proof' of Claim required to be filed put-suant to the provisions of the Bar Date Order

and not filed on o~~ before the Claims Bar Date, shall be forever barred from voting on any plan of

reorganization filed in these Cases or participating in any distribution in these Cases, including, but not

limited to, any distribution under a confirmed plan.

The Debtors' Schedules and/or the Bar Date Order may be examined and inspected by

interested panties during regular• business hours at the office of the Clerk of the Bankruptcy Courl, 824

Market Street, Wilmington, DE 19801. Creditors that wish to rely on the Schedules shall have the

responsibility for determining that its Claims a~•e accurately listed therein.

Any questions concerning this notice should be directed to the Claims Agent Rust

Consulting Omni Bankt-uptcy by telephone at (818) 906-8300, from the Rust Consulting Omni

Bankruptcy web site at http://www.omnimgt.com/ultura, or the Debtors' counsel, Pachulski Stang Ziehl

& Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, llE 19899-8705

(Courier 19801) or (302) 652-4100, Attention; James E. O'Neill, Esquire.

This notice may have been sent inadvertently to persons or entities that may not actually

have a Claim against the Debtors. The fact that you have received this notice does not mean that you

have a Claim, or• that the Debtors or the Bankruptcy Court concede that you lave a Claim.

2

DOCS D1;:196236.3 87714/002


Dated: November , 2U l 4 PACI-I[ILSKI STANG Z,IEHL &JONES LLP

Jeffrey N. Pomerantz (CA Bar No, l 43717)Debra L Grassgreen (LA Bar No. 169978)James E. O'Neill (Bar No. 4042)Jeffrey W. Dulberg (CA Bar No. 181200)919 North Market Street, 17th FloorWilmington, DE 19899Telephone: 302-652-A~ 1 UOFacsimile: 302-652-4400E-mail: j pomerantz@pszj law, com

dgrassgreen@pszj [email protected] dulberg@pszj law. com

Counsel to the Debtors and Debtors inPossession

DOGS DE:196236.3 87714/002


EXHIBIT 1

ROCS DE:196236.3 87714/002


Form 10)(04/1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ~ PROOF OF CLAIM

Name of Debtor & C;ase No: ❑ Ultura (LA) Inc. 1a-12382 ❑ Ultuia (Oceanside) Inc. 14-12383

NOTFi: Do not use this form to make a claim for an administrative expense that arises after the

i bankruptcy filing. You may f le a request f'or payment of an administrative expense according toll ~

li U.S.G. § 503. ~ ',

__ _ _ __ __i

iName of CrediCor (The person or other entity fo whom tl~e debtor owes money or property):

L.Name and address where notices should be sent:

COURT USA ONLY

TEL:\~l t~J~L~J - L~

email:

Name and address where paynrenl should be sent (if different from above):

Namc:

Address 1: _ __ ~ ~~ Check Vox to indicate that this claim amends apreviously filed olaim.

Address 2: — ~ — -Address 3: _ I Court Claim Number: f

Address 4: (~f knotinn)

nddress 5:(r~l (~~ ~~

~~

T~L \L~L~JI L_l—LJ - ~

~ Piled Ot~: J / i ~ _ __: ~ ~__~ Check this Vox if you arc aware ghat anyone else

~ has filed a proof of claim relating ro this claim.

em all: ,--.-,--- ---_— ~ Attach copy of statement giving particulars.— ~

Carefully read insCr~~ctions included with this Proof of Claim before completing. In order to have your claim considered for payment and./or voting purposes, complete ALL

applicable questions. The original of this Proof of Claim must be sent to UlYura (LA) Inc., et al„ c/o Rast Consulting ~ Omni Bankruptcy, 5955 De Soto Avenue

Suite 100, Woodland Iliils, CA 91367 by MON Dll, 201.5 at 4:00 pm prev;tiling Tastern Time or MON llD, 2015 at 4:00 pm prevailing Eastern time for

governmental entities. __ _ _ _ _ __ _ _ _ _ _ _ __-- -T

1. Amomrt of Claim as of Date Case Piled; ~

[fall or part of your claim is secured, complete item 4.

if all or part of yoin' claim is entitled to priority, complete item S.

[]Check this box ii'claim includes interesC or other charges in addition to the principal amount of the claii~~. Attach a statement that itemizes interest or charges

_, ,_ __ __ __ _ ___

2. Basis Por Claim ~~- I

--_~~-..-~ J~l 1-J---- ~ i ~ ~_.~~_..__l._.~- -~..

(See instruction #2)

~. I_t~st four digits of any number by 3a. Ucbtor mTy hflve scheduled account as: 3b. Uniform Claim Identifier (optional):

which creditor identifies debtor: ~ ~ -T

___ ~ ~ _i _ ~ I (See instrucl~on #3a) _ _ ~ (See instruction #36) _ _ ____ -

4. Secr~red Claim. (See instruction #4) Amount of arrearage and other charges as of time c~sc was

❑ Check the appropriate Vox if the claim is secured by a lien on property or a right of setoff; attach filed included in secured claim, if any:

required redacted documents, and provide the requested information ~ ~ '$~ '

~ ~,

Nature of property or right of setoff: [~ Real Lstatc ❑Motor Vehicle U Other—~ i —~ ~ Basis for perfection.

llescribe: ~ ~ I~ ~i ~~ I i ~ ~ ~ _~ Amount Secured ~ I ~ ~ ---_1 ~ -~ I I~ I I I '.

Value of Property: $ ~_ --1~ _L~ .~_J~1 I~_J _ , _ ̀_L- : J~L

~ Annual Lrterest Rate: % ~] Fixed or [ _] Variable ~ --

~II (when case was filed) Amount Unsecured ~ ~_ l __~ ~_ _, __~

~__5. Amount of Claim Cntitled to Priority under ll U.S.C. § 507(a). If any pm•tion of your claim falls in one of the following categories, check

the box specifying the priority and state the amount.

~ ~ Domestic support obligations undor - I I ~_J Wages, salaries, or commissions (up to $12,A75*), ~ Contributions to an employeeearned within 180 da s before the case was filed or the benefit tan - I 1 U.S C § ounf entitled to p~ lority

L).S.C. § 507(a)(~)(A) oT (a)(~)(D). Y ~debtor's business ceased, whichever is earlier - ll 507(a)(S). — -- 'p -- ~

~_~ Up to $2.775* oi'deposits towzrd purchase, L~ Taxes or penalties owed to governmental units - 1 I Other -Specify applicable

le~isc, or rental of prope~tiy or services for U.S.C. § 507(x)(8). ~ ~--I paragraph of 1 I U.S.C. $ 507(z)~---~.

personal, family, or household use - 1 1~'; U.S.C. Q $07(a )(~~. *~{p~~~p~ls m~e suhjec! [n rid%u.rin~eu! a~ 4////(arid e~'rry 3) Jm's I/lereo%lei' ir~d~ ~ e+pecl /n crlte.~ cnm~ueNced a~ off'tiller dre dale nJ adj~nHne~IL

~ 6. Credits: The amount o1'all payments on this claiiYi has been credited for. the purpose of making this proof of claim (Sec insU uction #6)


___ __ _ _ __Documents: Attached are redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of

running accounts, contracts, judgments, mortgages, security agreements, or, in the case of a claim based nn an open-end or revolving consumer credit

agreement, a statement providing the information required by FRBP 3001(c)(3)(A). If the claim is secure, Vox 4 has been completed and redacted

copies of documenCs providing evidence of perfection of a security interest are attached. If the claim is secured by Cha debtor's principal residence, the

Mortgage Proof of Claim Attachment is being tiled with this claim. (See rnstruc~ion Ill and definition of "redacted".)

DO NOT SEND ORIGINAL DOCUMENTS. AT'T'ACHED DOCUMGN'I'S MAY BF., DESTROYED AF'I'GR SCANNING.

Ii'the documents are not available, please explain: _ _ ____ _ __8. Signflture: (See instruction I18)

Check the appropriate box,

~~ I am the crediror. u 1 am the creditor's authorized agent ~ I am the trustee, or the debtor, ❑ 1 aui a guarantor, surety, indorser, or other codebtor.

or their authorized agent (See Bankruptcy Rule 3005.)

(See IIankrnptcy Rulc 3004.)

1 declare under penalty of perjury that the infonnntion provided in dais claim is true and correct to the Uest oFmy knowledge, infonn~tion, and rcason~ble belief.

Print Nan

"Title:

Company:

Address and telephone mnnber (iFdiflarent fi'om notice address above)

numUer: email:

(Signature) (Date)

Peunlry' fnr presenting jra~d~dent clninr: Fine of up to $500,000 or m~prisonmenl for up l0 5 years, or both. I S U.S.0 ~p 152 acid 35 % I...... ....... POCO ~ 0007_

INSTRUCTIONS FOR PROOF OF CLAIM TORM

The insh•uctions and definit~'ons below are general expinnations ofYhe law. hi certain circumstmices, such as bankruptcy cases that m•e notfi'Ied uolunt~m•fI~

by a debtm~, exceptions to these general rules mad apply.

Items to he cvmpfeted in Proof of Giairn Form (if n9t already fiUec! in)

Court, Name of Debtor, and Case Niunber: 4• Secured Claim:

Fill in the federal judicial district where the bankruptcy case was Fled (forexample, Central llisYrict of California), the debtor's full name, and the casenumber. If the creditor received a notice of the case from the bankruptcy couirt,all of This information is at the top of the notice.

Creditor's Name and Address:

Fill in the name of the person or enCiry asserting a claim and the name andaddress of tl~e person who should receive notices issued during thebanla~uptcy case. A separate space is provided for the payment address if itdiffers from the notice address. The creditor has a continuing obligatimi tokeep tl~e cow~t informed of its current address. See Federal Kule of13anlcruptcy Procedure (FRBP) zooe (g).

i. Amount of Claim as of llate Case Piled:

State the toCal amount owed to the creditor on the date of the Bankruptcyfiling. Follow the instivetions concerning whether to complete items 4 and 5Check the box if interest or other charges are included in the claim.

2. Basis for Claim:

State the type of debt or how it was incurred. Examples include goods sold,money loaned, services performed personal injm~y/wrongful death, car loan,mortgage note, and credit card If the claim is Uased on delivering Health caregoods or services, limit tl7c disclosure of the goods or services so as to avoidembarrassment m• the disclosure of confidential health care information. Youmay be required to provide additional disclosure if an interested party objectsto the claim.

3, bast Pour lligiis of Any NumUer by Which Creditor IdentifiesDeUtor:

State only the last four digits of the debtor's account or oYlier number used byUie creditor to identify the debtm~.

;a. DeUtor May Have Scheduled Account As:

Report a cha~~ge in the creditor's name, a transferred claim, m~ any otherinformation YhaY clarifies a difference between this proof of claim and the claimas scheduled by the debtor.

3U. Uniform Claim Identifier:

If you rise a uniform claim identifier, you may report it here. A uniform claimidentifier is an optional z4-character identifier that certain large creditors use Yofacilitate electronic payment in chapter i3 cases.

Check whether the claim is fully or partially secured. Skip this secCion if the claimis entirely unsecured. (See DEFINITIONS.) If the claim is secured, check the boxfor the nature and value of propeirty that secw~es the claim, attach copies of lie❑documentation, and state, as of the date of the ban]<ruptcy filing, the annualinterest rate (and whether it is fixed or variable) and the amount past due on theclaim.

5. Amount of Claim Rntitled to Yriorily Under a U.S.C. §go~(a):

If any portion of your claim falls into any category shown, check the appropriateboxes) and state the amowrt entitled to priority. (See DEFINITIONS) . A claimmay be partly priority and partly non-prioi~ty. Poe example, in some of thecategories, the law limits the amouirt entiCled to priorin~.

6. Credits:An authorized signature on this proof of claim serves as an aclmowledgment thatwhen calculariug the amotmt ofthe claim, the creditor gave the debtor credit for anypayments received toward the debt.

~. Documents: ~IAttach redacted copies of any documents that show the debt exists and a liensecures the debt. You must also atYacl~ copies of documents that evidenceperfectiai of any security interest and documents required by PRBP 3ooi(c) for• ~claims based on an open-end or revolving consumer credit agreement or secured bya security interest in the debtor's principal residence . You may also attach asummary in addition fo the documents themselves. FRBP 3ooi(e) and (d). If theclaim is based on the delivering health care goods or services, limit disclosingconfidential health care information. Do not send original documents, asattaclnnents maybe destroyed after scanning.

8. Date and Signature:

Tlie individual completing this proof of claim must sign and date it. PRI3P 9oii. Ifthe claim is filed electronically, PRBP goo~(a)(2), authm•izes courts 1'o establishlocal rules specifying what wnstitutes a signature. If you sign tUis form, you declareunder penalty of perjury that the information provided is tivc and correct to thebest of your knowledge, information, and reasonable belief. Your signature is also acertification that the claim meets tl~e requicemenYs of PRI3Y 9oi i(b). Whether theclaim is filed electronically oc in pea•son, ifyour name is on the signature line, }you ~~are responsible for the declaration. Print tl~e name a~~d title, if any, of the m•editm•or other person authorized to file Uiis claim. State tl~e filer's address and telephonenumber if it differs from the address given on the top of the form Por purposes of ~,receiving ~~otices. If the claim ie filed by an authorized agent, provide both thename of the individual filing the claim and the name of the agent. If the authorizedagent is a seivicer, identify the corporate sei~c~icei• as the company. Criminalpenalties apply For malting a false statement o~~ a proof of claim.


._. DE~INITI{JEat3 ---

lle6tor

A debtor is the person, corporation, or other entity Yhatleas filed a bankruptcy case.

Creditor

A crediCor is a person, corporation,or other entity to whom debtor owes a debt that wasincurred before the date of the bankruptcy filing. See u

U,S.C. §ioi (io).

Claim

A claim is the creditor's right to receive pa}nnent for a

deUt owed by the debtor on the date of the bankruptcy

filing, See ii iJ.S.C. § ioi(5). A claim may he securedor unsecured.

I'~~oof of Claim

A proof of claim is a form used Uy the creditor toindicate the amoturt of the debt owed by the debtor nn

the date ofthe bankruptcy filuig. The creditor must file

the form with the clerk of the same bankruptcy court in

which the Uanla~uptcy case was filed.

Secured Clnim Under v U.S.C. §goG(a)

A secured claim is one backed by a lien nn property of the

debtor. Tl~e claim is secured so long as the creditor leas

the riglrt to he paid from tlic property prior to the other

creditors. The amoturt of the secured claim cannot exceed

the value of the property, Airy a~nou~~t owed to tl~ecreditm~ in excess oP the value of the property is an

unsecured claim: Examples of liens on property include a

mortgage oi~ real estate or a security interest in a car.

Alien may be voltuitarily granted by a debtor or maybe obtained through a cows proceeding. In somestates, a court judgment is a lien. A claim also may besecured if the creditor owes the debtor money (has aright to setoff,

Unsecured ClaimAn unsecured claim is one that does not meet therequirements of a secured claim. A claim maybe partlyunsecured if the amount of the claim exceeds tl~e valueofthe property on which the erediYor has a lien.

Claim Entitled to Priority Under ti U.S.C.

~5o7(u)Priority claims are certain categories of unsecw•edclaims that are paid from the available money orproperty iu a banla~uptcy case before other unsecuredclaims,

RedactedA document has been redacted tidlen the person filing it

has masked, edited out, or otherwise deleted, certaininformation. A creditor must oily show the last fourdigits of any social-security, individual's tax-identification, or financial-accowrt nwnber, only theinitials of a minor's ~~ame, and only the year of anyperson's date of biitli, If the claim is based on thedisclosure of the delivery of Health care goods or

services, limit the disclosure of the goods or services so

as to avoid embarrassment or the disclosure ofconfidential health care information.

F,vidence ofPeifection

Evidence of perfection may include a mortgage, lien,certificate of title, fi~~ancing statement, or otherdocument showing that the lien has been filed orrecorded.

__... ~r~~oR~n~a-rtoN --

Acknowledgment of filing of Clnim

Tv receive acknowledgment ofyour filing, you mayeither enclose a stamped self-addressed envelopeand a copy of Yhis proof of claim or you may accessthe coiu~t's PACER system(www.paccr.use.uscowrts.gov) for a small fee toview your filed proof of claim.

Offer to Purchase Clain

Certain entities are in the business of ptu•chasi~~gclaims for an amount less tl~a~~ the face value ofthe claims. One or more of these entities maycontact the creditor and offer to purcl~~se theclaim. Some of the written communications fromthese entities may easily be confused with officialcomrt documentation or comm~mications fi•om thedeUtor, 'Phese entities do not represent thebankruptcy court or the debtor. The creditor hasno obligation to sell its claim. IIoti~cver, if thecreditor decides to sell its claim, any transfer ofsuch claim is subject to P'RBP 3om(e), anyapplicable provisions of the I3~nkruptcy Code (11U.S.C, §ioi et seq.), and any applicable orders ofilie bankruptcy court.


1N THE UNITED STATES BANKRUPTCY COURT

FOR THE DIST'RIC`T OF DF,LAWARE

In re: ) Chapter 11

tJLTURA (LA) INC., et al., ~ ) Case No. 14-12382 (KG)

Debtors. ) Jointly Administered

~ Related Docket No.

ORllER (1) FIXING BAR DATE FOR THE FILING OF PROOFS OF CLAIl~~I,

INCLUDING CLAIMS ARISING UNDER SECTION S03(b)(9) OF THE

BANKRUPTCY COI)1+,, (2) DESIUNATING FORM AND MANNER QF NOTICE

THEREOF, ANll (3) GRANTING RELATED RELIEF

Upon the Motion2 of the above-captioned debtors and debtors in possession

(the "Debtors"), seeking the issuance and entry of an order, pursuant to sections 501, 502(b)(9)

and 503 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2002 (a)(7) and

3003 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") (i) fixing a bar

date for the filing of proofs of claim, including claims arising under § 503(b)(9) of the

Bankruptcy Code, (ii) designating the form and manner of notice thereof, and (iii) granting

related relief; and it appearing that the relief sought in the Motion and the entry of this Order is

appropriate and necessary in order for the Debtors to determine the nature, scope and

classification of all claims; and it appearing that the rebel sought in the Motion is reasonable and

in the best interests of the Debtors and their estates; and no adverse interest being represented,

and sufficient cause appearing therefore, and upon due deliberation given, it is hereby

~ The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification numbers are:

Ultura (LA) Inc. (9624) and Ultura (Oceanside) Inc. (6429). The mailing address for each of the Debtors is: 3605

Long Beach Blvd., Suite 201, Long Beach, CA 90807.

2 Capitalized terms not otherwise defined herein shall have the meanings asct•ibed to such terms in the Motion.

DOCS DL;:196236.3 87714/002


ORDERED, that the Motion is granted as set forth herein; and it is further

ORDERED, that all claims, as defined in section 101(5) of title 11 of the United

States Code (the "Bankruptcy Code"), arising prior to the Petition llate, including claims

arising under § 503(b)(9) of the Bankruptcy Code, any claims against the Debtors' estates based

on the Debtors' primary, secondary, direct, indirect, fixed, secured, unsecured, contingent,

guaranteed, disputed, undisputed, liquidated, unliquidated, matured, unmatured, legal or

equitable liability, or otherwise (each a "Claim"), except as otherwise pxovided for or

speciCcally excepted herein, shall be filed with Rust Consulting Omni Bankruptcy (the "Claims

Agent"), at the ofi"ice of the Claims Agent or through the electronic claim filing interface

available on the Claims Agent's website, in each case as set forth in the Bar Date Notice in

writing, together with supporting documentation, substantially conforming with Official

Bankruptcy Form 10, or as otherwise prescribed or authorized under the Bankruptcy Rules, so

that the proof of Claim is actua113~ received by the Claims Agent on or before 4:00 p,m.

prevailing Eastern time on January 1S, 2015 (the "Claims Bar Date"); and it is further

ORDERED, that the following claims are excepted from the provisions of this

Order and are not required to be filed on or before the Claims Bar Date, unless otherwise ordered

by the Court:

a. claims already duly filed in the chapter 11 cases with the Claims

Agent or with the Clerk of the Bankruptcy Court for the District of Delaware, 824 Market Street,

3rd Floor, Wilmington, DF 19801, where such claim is filed in writing, together with supporting

DOCS DE:196236.3 87714/002


documentation, substantially conforming with Official Bankruptcy Form 10 or as otherwise

prescribed or authorized under the Bankruptcy Rules;

b. claims by UAC with respect to the Obligations (as such term is

defined in the Final Order (I) Approving Ultura (Oceanside) Inc.'s Petition financing, (II)

Authorizing Debtors' Use of Cash Collateral; (III) Granting Liens and Providing Superpriority

Administrative Expense Status (IV) Granting Adequate Protection; and (V) Modifying the

Automatic Stay; [Docket No. ,]);

c. claims listed in the Debtors' schedules of assets and liabilities and

stati~ment of i"inancial affairs [Docket No. 80-83] (the "Schedules"), i~F and only if (i) the claimant

does not dispute the amount, nature, and priority of its claim as designated in the Schedules,

(ii) such claim is not designated in the Schedules as "contingent", "unliquidated", "subject to

adjustment", "disputed", or "unknown" (or assigned a zero amount), and (iii) such claimant does

not dispute that its claim is an obligation only of the specific Debtor• against which the claim is

listed in the Schedules; and

d. claims arising on or after the Petition Date; and it is further

ORDERED, that the holder of any proof of Claim required to be filed pursuant to

the provisions of this Order and not filed on or before the Claims Bar Date, as applicable, shall

be forever barred and prohibited from voting on any Plan filed in these chapter 11 cases or

participating in any distribution in these cases including, but not limited to, any distribution

under a confirmed plan; and it is further

ROCS DE:19623E.3 8771A/002


ORDERED, that in the event a claim listed in the Debtors' Schedules is altered as

a result of any amendment to the Schedules, the holder of such altered claim shall have until the

later of (i) the Bar Date, or (ii) twenty-one (21) days after tihe Debtors provide notice of the

amended Schedules to the holder of the altered claim; and it is further

ORDERED, that the following procedures shall apply to the filing of any claim

under § 503(b)(9) of the Bankruptcy Code ("503(b~~9) Claims Procedures"):

a. 503(b)(9) Claimants must use the Claim Form, attached to the Bar

Date Notice as Exhibit 1, to indicate that a 503(b)(9) Claim is being asserted. As set forth in the

Claim Porm, each 503(b)(9) Claim against the Debtors must include, with specificity: (i) the

amount of the S03(b)(9) Claim; (ii) the particular Debtor against which the 503(b)(9) Claim is

asserted; (iii) the date of delivery of the goods the 503(b)(9) Claimant contends the Debtor

received within 20 days before the Petition Date; (iv) documentation, including invoices,

receipts, bills of lading, and the like, identifying the particular goods for which the 503(b)(9)

Claim is being asserted; (v) an identification of which goods (if any) were subject to a demand

for reclamation asserted under section 546 of the Bankruptcy Code; and (vi) documentation or

other evidence that the goods with respect to which the 503(b)(9) Claim is being filed were sold

in the ordinary course of the Debtor's business;

b. All of the required information shall be sent to the Claims Agent,

substantially in the form of tihe Claim Form, so as to be received on or before the Claims Bar

Date;

ROCS DF,:196236.3 87714/002


Nothing in these 503(b)(9) Claims Procedures shall affect the

rights and. remedies and/or defenses of the Debtors, claimants or any other party-in-interest with

regard to avoidance of any claim or obligation; and it is further

ORDERED, that in accordance with Bankruptcy Rule 2002, the Debtors are

hereby authorized to cause notice of the Claims Bar Date in a form substantially of that annexed

to the Motion as Exhibit A and incorporated herein, which form is hereby approved, to be given

by first class mail, postage prepaid, on or before December 1, 2014, upon (i) all known creditors,

(ii) all parties listed on the Debtors' master mailing matrix; (iii) all entities having filed a notice

of appearance and demand for papers, and (iv) the Office of the United States Trustiee; and it is

further

ORDERED, that within two (2) days of entry of this Order, Rust Omni shall

prominently display the Claims Bar Date and shall post the Bar Date Notice on its website at:

http://www.omnimgt.com/ultura; and it is further

ORDERED, that this Court shall retain jurisdiction to interpret, implement and.

enforce the terms and provisions of this Order.

Dated: November , 201 ~

The Honorable Kevin GrossUnited States Bankruptcy Court

DOGS DE:196236.3 87714/002
