In re: ) Chapter 11 · IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ULTURA (LA) INC., et al., l ) Case No. 14-12382 (KG) Debtors

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

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

Debtors. ) Jointly Administered

~ Related Docket No. 10Objection Deadline: November 6, 2014 at 4:00 p.m. prevailing Eastern time

Hearing Date: itilovember 13, 2014 at 2:30 p.m. prevailing Eastern time

NOTICE OF HEARING REGARDING APPLICATIONPURSUANT TO SECTION 327(A) OF THE BANKIZUYTCY CODE,

RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE ANDLOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN

PACHULSKI STANG ZIEHL &JONES LLP AS COUNSEL FOR THE DEBTORSAND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

TO: (i) the Office of the United States Trustee for the District of Delaware; (ii) counsel toUAC; (iii) Each Debtor's Top Twenty Unsecured Creditors; and (iv) any party that hasrequested notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on October Z1, 2014, the above-captioned

debtors and debtors in possession (collectively, the "Debtors") filed the Application Pursuant to

Section 327(a) of the Bankruptcy Code, Rule 2014 of the FedeNal Rules of Bankruptcy ProceduNe

and Local Rule 2014-1 fog AuthoNization to Employ and Retain Pachulski Stang Ziehl &Jones

LLP as Counsel foN the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date

[Docket No. 10] (the "Application") with the United States Bankruptcy Court for the District of

Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptc,~rt"). A copy

of the Application is attached hereto as Exhibit A.

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

DOCS DE:195885.1 87714/002

Case 14-12382-KG Doc 51 Filed 10/23/14 Page 1 of 3

PLEASE TAKE FURTHER NOTICE that objections and responses to the

relief requested in the Application, if any, must be in writing and filed with the Bankruptcy Court

no later than 4:00 p.m. prevailing Easte~•n time on Nos~ember 6, 2014.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) Debtors' counsel, (a) Pachulski Stang Ziehl &

Jones LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19899, Attn: James E.

O'Neill, Esq., and (b) Pachulski Stang Ziehl &Jones LLP, 10100 Santa Monica Blvd., 13tH

Floor, Los Angeles, California 90067, Attn: Jeffrey N. Pomerantz, Esq. and Joshua M. Fried,

Esq.; (ii) counsel to any Committee of Unsecured Creditors; and (iii) the Office of the United

States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35,

Wilmington, DE 19801, Attn: David Buchbinder, Esq.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON NOVEMBER 13, 2014

AT 2:30 P.M. P12EVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN

GROSS, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES

BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET,

61H FLOOR, COURTROOM NO. 3, WILMINGTON, DELAWARE 19801.

2

DOGS DE:195885.1 87714/002


PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: October 23, 2014 PACHULSKI STANG ZIEHL &JONES LLP

/s/James E. O'NeillJeffrey N. Pomerantz (CA Bar No. 143717)Debra I. Grassgreen (CA Bar No. 169978)James E. O'Neill (Bar No. 4042)Joshua M. Fried (CA Bar No. 181541)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. comj oneill@pszj law.comj fried@pszj law.com

[Proposed] Counsel to Debtors andDebtors in Possession

DOCS D~:195885.1 8771.4/002


Exhibit A

DOCS DE:195885.1 87714/002

Case 14-12382-KG Doc 51-1 Filed 10/23/14 Page 1 of 28

iN TIIr tJNITED STATES BANKRUPTCY COURT

I'OR THE DISTRICT OIL D~L~IWARE

In re: ) Chapter 11

LILTURA (LA) INC., et al.,' ) Case No. 14-12382 L_)

Debtors. ) (Joint Administ~•ation Requested)

APPLICATION PURSUANT TO SECTION 327(a) QF THE BANKRUPTCY COI1E,RULE 2014 QF TOTE FEDERAL RULES OF I3ANKRUPTCI' PROCEDURE AND

LOCAL RULE 2014-1 FnR AUTHORIZATION TO EMFLnY AND RETAINPACHULSKI STANG ZIEHL & JC?NES LLP AS COUNSEL FAR THE DEBTORSAND DEBTQ~tS ZN PQSS~SSION NUNC PRO TI1NC TD THE PETITION DATE

The above-captioned debtors and debtors in possession (collectively, the

"Debtors"), hereby seek entry of an grder (the "Application") pursuant to seetign 327(a) of title

11 of the United States Code {the "Bankruptcy Code"), Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the ̀ Banicruptc~") and Rule 2014-1 of the Local Rules of

Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of

Delaware (the "Local Rules") authorizing the Debtors to retain and employ Pachulski Stang

Ziehl &Jones LLP ("PSZ&J" or the "Firm") as counsel for the Debtors nunc pro tune to the

Petition Date (defined below). In support of the Application, the Debtors rely on (i) the

Statement Under Rule Z01 F of the Federal Rules of 13ankNuptcy Pr~ocedu~e, and (ii) the

DeciczNation of,IeffNey N. PomeNantz in Support of the ~2pplzcation Pursuant to Section 327(a) of

the BankNuptcy Code, Rule 2014 of the 1{'eder~al Rules of BankNuptcy ProceduNe and Local Rule

2014-1 for Authorization to Employ and Retazn I'achulski Stang Liehl &Jones LLP as Counsel

~ The Debtors in these cases, along with the last four digits of each Debt9r's federal tax identification numbers are:

Ultura (LA) Inc. (9624) and Uliura (Oceanside) ]nc. (6429). The mailing address for each of the Debtors is: 3605Long Beach Blvd., Suite 201, Long Beach, C!A 90807.

UOCS LA:278947.11 87714/001

DATE .__~_. Iu~---~F~-~~=m-~<

DOCKET ~ ~~Q ~~r


fog the DebtoNs and Debtors in Possession Nunc PNo Tunc to the Petition Date (the "Pomerantz

Declaration"), which are being submitted concurrently with the Application. In support of this

Application, the Debtors respectfully state the following:

Jux•isdiction ~~~d Vcriue

1. Tl~e United States Bankruptcy Court fox the District of Delaware (the

"Coui~") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing OrdeN of Reference from the United States District Court for the District of

Delaware, dated ~'eb~uary 29, 2012. This matter is a core proceeding within the meaning of 28

U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the United

States Constitution. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief sought herein are sections 327(a) of the

Bankruptcy Code, as well as Bankruptcy Rule 2014(a) and Local Rule 2014-1. Compensation

will be sought in accordance with sections 330 and 331 of the Bankruptcy Code.

Background

On the date her~af (the "Petition Date"), the Debtors commenced these

chapter 11 cases (the "Chapter 11 Cases") by ding voluntary petitions for relief under chapter

I 1 of the Bankruptcy Code.

4. The Debtors have continued in the possession of theiz• property and have

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

1107(a) and 1108 of the Bankruptcy Code.

ROCS LA278947.11 87714/001 2


S. No official committee has been appointed by the Office of the United

States Trustee.

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

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 fronrz 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.

7. The Company has two primary lines of business—(i) the Advanced

Oxidative Products ("l-SOP") Business; and (ii) the Membrane Business. The AOP Business is

operated primarily through Ultura Inc., fka APTwater, Inc. ("Parent"}, the Debtors' ultimate

parent, which is not a debtor in these proceedings. The Mem.t~rane Business is operated through

Debtor Ultura (Oceanside) Inc. ("Ultura Oceanside"). The Company also has a robust

aftermaxket business for the servicing of membrane systems and modules, with sales in excess of

$4 million. The majority of these sales derive from its non-debtor affiliate, Ultura Sales EMEA,

GmbH ("Uliura GmbII") and, to a lesser extent, Ultura (LA) Inc. ("Ultura LA"), anc of the two

Debtors.

8, Ultura Oceanside is a membrane develgpment, manufacturing, and process

application company that produces 37 different membranes, each with zts own specialized flux

and rejection characteristics. Each membrane can be assembled into a variety of elements and

ROCS LA278947.11 87714/001


modules. As a result, Ultura Oceanside has over 400 SKUs, of which mare than 150 are

currently active. The membrane products are marketed under the Rochem~ and SeproTM brands.

Ultura Oceanside products are used in a variety of applications, including marine desalination

systems, landfill leachate systems, dairy applications, automobile paint line and a multitude of

gther difficult-to-treat membrane applications. Ultura Oceanside operates through facilities

located in Oceanside, California.

9. Ultura LA serves as the domestic sales arm for the landfill leachate

systems manufactured by Ultura GmbH, anon-debtor affiliate. Ultura LA provides services and

parts to customers relating to the upkeep of their systems purchased from Ultura GmbH. iJltura

LA is operated out of Parent's offices, located in Long Beach, California.

10. Until August 2, 2014, Ultura LA also staffed and operated a landfill

leachate operation for Waste Management at Grows, Pennsylvania. The Waste Management

operating contract a~1d the associated accounfis payable were transferred to an unrelated third

party prior to the Petition. Date. Ultura LA is no longer selling landfill leachate systems, but it

continues to provide products and services to existing customers as the U.S. arm of the

Compaaly's aftermarket business.

11. The Debtors are 1:wo affiliated, privately-held companies, which are both

owned directly or indirectly by Parent. Parent is not a debtor in these proceedings. Parent owns

100% of the equity of Ultura LA. Ultura Oceanside is a wholly-owned subsidiary of Rochem

AG, which in turn is a wholly-owned subsidiary of Ultura (Switzerland) GmbH, which is a

wholly-owned subsidiary of Parent. A corpprate organization chant is attached as Exhibit A to

llOCS LA:278947.11 87714/001 4


the Lyon Declaration (defined below). The Debtors also have non-debtor foreign affiliates in

Singapoz•e, Switzerland, Germany, Italy, and the United Kingdom, all of whom are direct or

indirect subsidiaries of Parent.

12. Parent has four principal shareholders controlling 75% of the voting equity

before consideration of convertible bridge notes: (i) Kleiner Perkins Canfield &Byers tluough

KFCB Holdings, Inc. {36% on a fully diluted basis) ("KPCB"); (ii) XI'V Capital through XPV

SP7 Limited Partnership, XPV Water Fund (US) Limited Partnership, and XPV Water Fund

Limited Partnership (20.4%) (collectively, "XPV"); (iii) Waste Management Organic GY•owth

(10.9%) ("WM"); and (iv) Seacap APT Leasing (7.76%). In total, Parent is owned by 85

individuals pr entities, the majority of whom own less than l% of its equity. Parent has not

commenced a bankt•uptcy case because it intends to dispose of its assets through an out of court

going concern transaction fqr a price which made a separate chapter 11 filing uneconomical.

Pa~•ent's capital structure is described in detail in the Lyon Declaration.

13. The Ultura Oceanside board of directors as of the Petition Date consists of

Grant Lyon, Mike Carmel, Randall Blank, and Steven Jackson. The Ultura Oceanside board aI'

directors has established a restructuring committee with responsibility over all facets of Ultura

Oceanside's restructuring and sale efforts (the "Oceanside Restructurin~Committee"). Messrs.

Lyon, Carmel and Blank serve on the Oceanside Restructuring Committee. The Ultura LA board

of directors as of the Petition Iaate consists of Steven Jackson. The Parent's board of directors

consists of Grant Lyon, Mike Carmel, Randall Blank and Steven Jackson. As is the case with

DOCS LA:278947.11 87714/001


Ultura Oceanside, the Parent's board of directors established a restructuring committee and

Messrs.- Lyon, Carmel and Blanlc serve thereon.

14. All of the Debtors' corporate office and back-office support, including

human resoure~s, payroll, accounts payable, and accounting functions, are performed by Parent.

Parent also employs all of the employees who support the Debtors and is the primary insured

party on all of the Debtors' insurance policies. In addition, Parent is the named counterpa~~ty of

several contracts under which Ultura Oceanside acts as the fulfillment agent. Historically, Ultura

Oceanside incurred the costs of fulfilling these contracts and received the net revenue under the

contracts from Parent after payment of Ultura Oceanside's overhead casts. Inasmuch as Parent

is not a debtpr in these Chapter 11 Cases, during the course of these Chapter 11 Cases and in the

ordinary course of the Debtors' operations, the Debtors will collect the gross amount of their

receivables, Parent will continue to provide employees and services to the Debtprs, and the

Debtors will make payments to Parent to reimburse Parent for their allocable share of corporate

overhead to the extent set forth in the Budgets, and as approved by the DIP Lender.

15. In addition, Ultura LA purchases the chemicals used in its aftermarket

sales business and historically purchased systems and other products from its non-debtor

aff Bate, LJltura (Switzerland) GmbII ("GmbH"). During the course of these Chapter 11 Cases,

Ultura LA will continue to purchase products it needs to service its customers in Gez~rnany.

16. Ultura Oceanside sells its products through Germany in the European and

Middle Eastern markets in exchange for a fee, and will continue to do so until the sale of the

Membrane Business. Ultura Qceanside also purchases materials for module production from

DOCS Ln:278)47.11 87714/001 6


Germany as well as its non-debtor affiliate Ultura (Rostock) GmbH, and may continue to make

purchases from its non-debtor affiliates during these Chapter 11 Cases.

17. Additional factual background relating to the Debtors' commencement of

these Chapter 11 Cases is set forth in detail in the Declaration of Grant Lyon in Support of First

Day Motions (the "Lon Declaration") filed contemporaneously with this Motion and

incorporated herein by reference.

Relief Requested

18. By this Application, the Debtors seek to employ and retain PSZ&J as their

restructuring counsel with regard to the filing and prosecution of these Chapter 11 Cases and all

related proceedings. Accordingly, the Debtors respectfully request that this Court enter an order

pursuant to section 327(a) of the Bankruptcy Code, Banlcruptey Rule 2014 and Local Rule

2014-1 authorizing them to employ and retain PSZ&J as their bankruptcy counsel under a

general retainer to perform the legal services that will be necessary during these Chapter 11

Cases pursuant to the terms set forth in the Application and the Pomerantz Declaration Hunt p~ô

tunc to the Petition Date.

19. The Debtors seek to retain FSZ&J as its general restructuring counsel

because of the Firm's extensive experience and knowledge in the field of debtors' and creditors'

rights and business reorganizations under chapter Z 1 of the Bankruptcy Code.

20. In preparing for their representation of the Debtoz•s in these Chapter 11

Cases, PSl&J has become familiar with the Debtors' affairs and many of the potential legal

issues that inay arise in the context of these Chapter• 11 Cases. The Firm initially was retained on

DOCS LA278947.11 8771x/001 7


or about June 18, 2014, by the DcbtQrs, Parent, and other non-debtor affiliates Ultura LLC and

Ultura Ltd. These Ultura entities retained the firm to represent them with particular respect to

their financial relationships, rights and remedies in negotiations with their secured lenders and in

contemplation pf a potential ~lin~ under a chapter of the Bankruptcy Code. The Firm proposes

to continue to represent Parent, Ultura LLC and Ultura Ltd going foz•ward. The Firm has created

separate billing numbers for services rendered to the Debtors and their non-debtor affiliates.

21. As set forth above and in the Lyon Declaration, a number of ordinary

business connections exist among the Debtors and their non-debtor Parent and affiliates. In

addition, as of the Petition Date, Steven Jackson serves as a board member of both Debtors

Ultura Oceanside and Ultura LA. As discussed above, Messrs. Lyon, Cannel and Blank also

serve on the board of directors and respective restructuring committees of both the Parent and

Ultura Oceanside. The Firm has not identified conflicting interests among the Debtors and non-

debtor clients. In addition, the Firm does not foresee that conflicts will arise during the Chapter

11 Cases, especially given that the Debtprs commenced these Chapter 11 Cases in order to

effectuate a sale of the assets or wind-down of Ultura LA and to facilitate a going concern sale of

the membrane business of Ultura Oceanside, the primary asset of the Parent (tluough its whpily

owned subsidiary companies). The Finn will not represent its non-debtor clients in any claims

that they may have against the Debtors, and in the event conflicts arise, the rirm will disclose

such conflicts to the Court, and the Debtprs arzd non-debtors will retain conflicts counsel to

address any such issues as appropriate.

DOGS LA278947.11 87714/001


22. The professional services that 1'SZ&J will provide to the Debtors include,

but shall not be limited to:

a. providing legal advice with respect to the Debtors' powers and duties asdebtors in possession in the continued operatioxl of their businesses andmanagement of their property;

b. pzeparing on behalf of the Debtors any necessary applications, motions,answers, orders, reports, and other Iegal papers;

c. appearing in Court on behalf of the Debtors;

d. addressing issues related to confirmation of a plan and approval of adisclosure statement; and

e. performing athcr legal services for the Debtors that may be necessary andproper in these proceedings.

Such services are designed to avoid unnecessary duplication of services with the Debtors' other

professionals.

23. Subject to Court approval, after notice and a hearing, in accordance with

section 330(a) of the Bankruptcy Code, compensation will be payable to PSZ&J on an hourly

basis, plus reimbursement of actual, necessary expenses and othez• charges incurred by PSZ&J.

The principal attorneys and paralegals presently designated to represent the Debtors and their

current standard hourly rates are:

a. Debra I. Grassgreen $895.00

b. Jeffrey N. Pomerantz $875.00

c. Joshua M. Fried $725.00

d. James E. O'Neill $725.00

e. Jeffrey W. Dulberg $695.00

f. Peter J. Keane $475.00

g. Margaret L. McGee $295.00

ROCS LA:278947.11 87714/001 ~


h. Patricia J. Jeffries $295.00

24. Other attorneys and paralegals may serve the Debtors in connection with

the matters described herein from time to tiirne.

25. The hourly rates set forth above axe PSZ&J's standard hourly rates for

work of this nature. These rates are set at a level designed to fairly compensate PSL&J fpr the

work Qf its attarn~ys and paralegals, to cover fixed and routine overhead expenses, and are

subject to periodic adjustments necessitated by market and other conditions. Beyond the rates

listed above, it is PSZ&J's policy to charge for all other expenses incurred in connection with the

clients' cases. These expenses include, among other things, conference call charges, mail and

express mail charges, special or hand delivery charges, document retrieval charges,

photocopying charges, charges for mailing supplies (including, without limitation, envelopes and

labels) provided by PSL&J to outside copying; services for use in mass mailings, travel expenses,

expenses for "working meals," computerized research, and transcription costs, as well as non-

ordinary overhead expenses such as secretarial and other overtime. PSZ&J will charge the

Debtors for these expenses in a manner and at rates consistent with those charged to other

PSZ&J clients and the rules and requirements of this Caui~t. PSZ&J believes that it is fazrer to

charge these expenses to the clients incurring them than to increase its hourly z•ates and spread

the expenses among all clients.

26. To the best of the Debtors' knowledge, except as otherwise disclosed in

the Pomerantz Declaration submitted concur~•ently herewith, PS7&J has not represented the

Debtors, their creditors, equity security holders, or any other parties in interest, or their

respective attorneys, in any matter relating to the Debtors or their estates. Fu~•ther, to the best of

DOCS LA:278947. I 1 87714/001 1 ~


the Debtors' knowledge, PSZ&J does not hold or represent any interest adverse to the Debtors'

estates, PSZ&J is a "disinterested person" as that phrase is defined in section 101(14) of the

Bankruptcy Code, and PSZ&J's employment is necessary and in the best interests of the Debtors

and their estates.

27. PSZ&J has received payments from Parent during the year prior to the

Petition Date in the amount of $1,135,000.00, including the Debtors' aggregate ding fees for

these chapter 11 Cases, in connection with its prepetition representation of the Debtors and the

Firm's retainer for these Chapter 11 Cases. $50,000 of the amounts received by PSZ&J serves as

a retainer for services to be provided by PSZ&J to the non-debtor affiliates. PSZ&J is current as

of the Petition Date, but has not yet completed a fznal reconciliation of its prepetition fees and

expenses. Upon final reconciliation of the amount actually expended prepetition, any balance

remaining from the prepetition payments to the Iìrin will be credited to the Debtors and utilized

as PSL&J's retainer to apply to postpetition fees and expenses pursuant to the compensation

procedures approved by this Court in accordance with the Bankruptcy Code. Tor purposes of

allocation during the Chapter 11 Cases, the Firm will allocate 15% of its fees and expenses to

Ultura 1~A and 8 S % to Ultura Oceanside.

28, The Debtors understand that PSZ&J hereafter intends to apply to the Court

far allowances of compensation and reimbursement of expenses in accgrdance with the

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders

of this Court for all services performed and expenses incurred after the Petition Date.

ROCS LA:278947.11 87714/001 11


29. The Debtors, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules and further orders of this Court, propose to pay PSZ&J its

customary hourly rates for services rendered that are in effect from time to time, as set forth

above and in the Pomerantz Declaration, and to reimburse PSZ&J according to its customary

reimbursement policies, and submits that such rates are reasonable.

Notice

30. Notice of this Application shall be given to the following parties or, in lieu

thereof, to their counsel: {i) the Office of the United States Trustee; (ii) the secured lender, UAC

Finance, Inc.; (iii) the thirty largest unsecured creditors of the Debtors on a consolidated basis;

and (iv) 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.

Nn Prior Request

31. No prior application for the relief requested herein has been made to this

ox any other Court. Put•suant to Local Rule 9013-1(~, the Debtors consent to the entry of a final

judgment or order with respect to the Application if it is determined that this Court would lack

11i~ticle III jurisdiction to enter such final order or judgment absent the consent of the parties.

WH~I2~FORE, the Debtors respectfully request that the Court enter an order,

substantially in the form attached hereto, granting the relief requested herein and granting such

other and. fut-~her relief as is just and prpper.

[Signature Pale to rollow~

QOCS LA:278947, I 1 87714/001 1 ~


Dated: October 20, 2014

Dated: October 20, 2014

ULTURA LA) INC.

.~/ ~By: Grant yon ;Its: President an hief Executive Officer

ULTURA (OCEANSI i) INC.

....' ~ .By: Grant yon ;'Its: President ari Chief Executive Officer

DOCS LA278947.11 87714/001 ~ 3


1N THE UNITED STATES BANKRUPTCY COURT

FOR TI-~~ DIS'T'RICT OF DELAWARE

In re: -) Chapter 11

ULTURA. (LA) INC., et al,, I ) Casc Into. 14-12382 ~__..)

Debtors. ) (Joint Administration Requested)

STATEMENT UNDER RULE 216 OF TI3~FEDERAL RULES OF BANKRUPTCY PROCEDURE

Pachulski Stang Ziehl &Jones LLP ("PSZ&J"), pursuant to Rule 2016 of the

Federal Rules of Bankruptcy Procedure (the "I3anlcruptey Rules") and section 329 of phapter 11

of title 11 of the United States Gode (the ̀ Bankruptcy Code"), states that the undersigned is

proposed counsel to the abgve-captioned debtors and debtors in possession (the "Debtors") in

these Chapter 11 Cases. It fut-ther states:2

The Debtors have agreed to pay PSZ&J for the legal services that have

been ox will be rendered by its various attorneys, paralegals, and case management assistants in

connection with these Chapter 11 Cases on the Debtors' behalf. The Debtors have also agreed to

reimburse PSZ&J for its actual and necessary expenses incurred in connection with these

Chapter 1 i Cases.

2. PS7_,&J has received payments from the Debtors' non-debtor parent Ultura

Inc. during the year prior to the Petition Date in the amount of $1,135,000.00, including the

~ 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) Tnc. (6429). The mailing address for eacJa of the Debtors is: 3605

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

Z Capitalized terms, unless otherwise defined herein, shall have the meanings asct•ibed to them in the Application

Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the federal Rules of Bankruptcy Pj•ocedure and

I ocal Rule 2014-1 for Authorization to Employ and Retain Pachulski Stang Zzehd c& Jones LLP as Counsel for the

Debtors and Debtors in Possession Nunc 1'ro Tune to the Petition Date.

DOCS LA:278947.11 87714/001


Debtors' aggregate filing fees for• these Chapter 11 Cases, in connection with its prepetition

representation of the Debtors and their non-debtor affiliates, and a portion of the Firm's retainer

fqr these Chapter 11 Cases. $50,000 of the amounts received by PSZ&J serves as a retainer for

services to be provided by PSZ&J to the non-debtor affiliates. PS7&J is current as of the

Petition Date, but has not yet completed a final reconciliation as of the Petition Date. Upon final

reconciliation of the amount actually expended prepetition, any balance remaining from the

prepetition payments to the Firm will be credited to the Debtors and utilized as PSZ&J's retainer

to apply to postpetition fees and expenses pursuant to the compensation procedures approved by

this Count in accordance with the Bankruptcy Code. Fox purposes of allocation during the

Chapter 11 Cases, the Finn will allocate 15% of its fees and expenses to Ultura LA and 85% to

LJltura Oceanside.

3. PSZ&J will seek approval for payment of compensation by filing the

appropriate applications for allowance of interim or Cinal compensation pursuant to sections 330

and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of the United States

Bankruptcy Court for the District of Delaware, and orde~•s of this Court. The filing fees for the

Debtors have been paid in full.

4. The services to be rendered include all those services set forth in the

Application of Pursuant to Section 327(a) of the I3ank~uptcy Code, Rule 2014 of the FedeNal

Rules of Bankruptcy Procedure and Local Rztle 2014-1 foN Authorzzation to employ and Retain

Pachulskz Stang 7iehl ~ Jones X,LP as Counsel for the I~ebto~s and Debtors in Possession Nunc

Pro Tunc to the Petition mate, submitted concurrently herewith.

DOGS LA278947.11 8771A/001 ~


5. PSZ&J fiu•ther states that it has neither shared nor agreed to share (a) any

compensation it has received or may receive with another party or person, other than with the

partners, of counsel, and associates of PSL&J, or (b) any compensation another person or party

has received or may have received.

Dated: October 20, 2014 PACHULSKI STANG ZIEHI~ &JONES LLP

/s/Jeffrey N. PomeNantz

Jeffrey N. Pomerantz (CA Bar No. 143717)Debra 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) 652-4400~-mail: [email protected]

dgrassgreen@pszj law.comj oncill@ps7j law.comj dulberg@pszj lavv.com

[Proposed] Counsel to Debtors andDebtors in Possession

ROCS LA:278947.11 87714/001


IN TIIE UNITED STATES 13~NKIZUPTCY COURT


In re: ) Chapter I 1

ULTi1RA (LA) INC., et al., ~ ) Case No. 14-12382 (_)

Debtors. ) (Joint Administration Requested)

DECLARATION OF JEFFREY N. POMERANTZ IN SUPPORTOF THE APPLICATION PU~2SUANT TO SECTIQN 327(x) OF THE ~3ANKR'[JPTCY

CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND

LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAINPACHULSI~I STANG ZILI~L &JONES LLP AS COUNSEL FOR THE DEBTORSAND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

I, Jeffrey N. Pomerantz ,hereby declare under• penalty of perjuxy that the

following is true to the best ~f my knowledge, information and belief:

I am a partner in the law firm of Pachulski Stang Ziehl &Jones LLA

("PSZ&J" or the "Firm"), located at 919 Na~~th Market Street, 17tt' Floor, Wilmington, Delaware

19801, and have been duly admitted to practice law in the state of California. This Declaration is

submitted in support of the Applzcation PuNsuant to Section 327(a) of the Bankruptcy Code, Rule

2014 0, f the Federal Rules of Bankruptcy ProceduNe and Local Rule 2014-1 fog Authorization to

Employ and Retain Pachulski Stang Ziehl c~ Jones LLP as ~'ounsel for the Debtors and Debtors

in Possession Nunc Pro Tunc to the Petition Date (the "application"), which is being submitted

concu~7exltly herewith.2

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

Ultura (LA) Inc. (9624) and Ultut•a (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, unless otherwise defined herein, shall have the meanings ascribed to them in the Application.

DOGS LA278947.11 $7714/001


Disclosure of Connections

2. Neither I, the Firm, nor any partner, of counsel or associate thereof,

insofar as I have been able to ascertain, has any cozancction with the above-captioned debtors and

debtors in possession (the "Debtors"), their creditors or any other parties in interest herein, or

their respective att4xneys, except as set forth below.

3. Bankruptcy Rule 2014 requires that an application for employment

under section 327 disclose all connections with the Debtors, the estates, the professionals and

the Office of the Trustee. The Firm, therefore, discloses the connections among the Debtors

and their affiliates, and the Firm's known connections herein.

Connections among Debtors and theiar Affiliates

4. As set forth in the Application and in the Lyon Declaration, a number of

ordinary business connections exist among the Debtors and their non-debtor Parent and

affiliates. In addition, as of the Petition Date, Steven Jackson serves as a board member of

both Debtors Ultura Oceanside and Ultura LA. As discussed in the Application, Messrs. Lyon,

Carmel and Blank also serve on the board of directors and respective restructuring committees

of both the Parent and Ultura Oceanside. The firm has not identified conflicting interests

among the Debtors and non-debtor clients. In addition, the Firm does not foresee that conflicts

will arise during the Chapter 11 Cases, especially given that the Debtors commenced these

Chapter 11 Cases in order to effectuate a sale of the assets or• wind-down of Ultura LA and to

facilitate a going concern sale of the membrane business of tJltura Oceanside, the primary asset

of the Parent (through its wholly owned subsidiary companies). The Firm wi11 not represent its

ROCS LA278947.11 87714/001 2


non-debtor clients in any claims that they may have against the Debtors, and in the event

ec~nflicts arise, the Firm will disclose such conflicts to the Court, and the Debtors and non-

debtors will retain conflicts counsel to address any such issues as appropriate.

The Firm's Connections

The f irm has made the fallowing investigation of disinterestedness prior

to submitting this Declaration. 'I he Firm has undertaken a full and thorough review of its

computer database, which contains the names of clients and other parties interested in

particular matters. The Firm requires all of its professionals, before accepting the

representation of a new client, or the representation of an existing client in a new matter, to

perform a conflicts check through the Firm's database and to enter conflict information

regarding new clzents or new matters into that database. Thus, a review of said computerized

database should reveal any and all actual or potential conflicts of interest with respect to any

given representation. In particular, an employee of the Firm, under my supervision, entered the

names of the Debtors, the Debtoz•s' affiliates, the Debtors' lenders, the Debtor's equity holders,

the Debtors' current and former officers and directors, the Debtors' proposed restructuring and

other related professionals, and certain potentially adverse parties. PSZ&J will be in a better

position to identify with specif city any such persons or entities when lists of all creditors of

the Debtors have been reviewed and will malce any i'urther disclosures as maybe appropX•iate at

that 1:ime.

6. The Tirm initially was retained on June 18, 2014 by the Debtors, their

non-debtor parent Ultura, Inc. ("Parent"}, and other non-debtor affiliates Ultura LLC and

DOGS LA:278947.11 87714/001


Ultura Ltd. These Ultura entities retained. the Firm to represent them with particular respect to

their financial relationships, rights and remedies in negotiations with their secured lenders and

in contemplation of a potential filing under a chapter of the Bankruptcy Code. I am not aware

of any significant intercompany claims between the Debtors and their non-debtor affiliates that

will need to be addressed during these Chapter 11 Cases, and the Firm pzoposes to continue to

represent Parent, Ultura LLC and Uitura Ltd going forward. The Firm has created separate

billing numbers for services rendered to the Debtors and their non-debtor affiliates. ,

7. The Debtors may retain various professionals during the pendency of

these Chapter 11 Lases, and in all likelihood, PSZ&3 will have worked with other

professionals that Debtors retain during these Chapter 11 Cases.

8. PSZ&J represents many comxnittecs whose members may be creditors in

the DeUtors' Chapter 11 Cases. However, PS7&J is not representing any of those entities in

these Chapter 11 Cases and will not zepresent any members of the committees it cur7•ently

represents in any claims that they may have collectively or individually against the Debtors.

9. In addition, PSZ&J represents entities that may be creditors in the

Chapter 11 Cases. However, PSZ&J is not representing any of those entities in these Chapter 11

Cases and will not represent them in any claims that they may have against the Debtors.

10. To the best of my knowledge, neither I, nor any partner or associate or

PS7J, insofar as I have been able to ascertain, has any connection with the IJ.S. Trustee or any

person employed in the office of the U.S. Trustee or any Bankruptcy Judge currently serving on

the United States Bankruptcy Court for the District of Delaware.

DOGS LA:278947.11 87714/001 4


11. PSZ&J and certain of its partners, of counsel and associates may have in

the past represented, and may currently represent and likely in the future will represent creditors

of the Debtors in connection with matters unrelated to the Debtors and these Chapter 11 Cases.

At this time, PSZ&J is not aware of any other adverse interest or other connection with the

Debtors, their creditprs, the U.S. Trustee or any party-in-interest herein ii1 the matters upon

which PSZ&J is to be retained.

12. Based on the results of the Firm's search of its database, PSZ&J is a

"disinterested person" as that term is defined in section 141(14) of title 11 of the United States

Code (the ̀ Barilcru~tc~") in that PSZ&J, its partners, of counsel and associates:

a. are not creditors, equity security holders or insiders of the Debtors;

b. are not and were not, within 2 years before the date of the filizag of thepetition, a director, officer or employee of the Debtors; and

c. do not have an interest materially adverse to the interest of the estates or ofany class of creditors or equity security holders, by reason of any direct orindirect relationship to, connection with, or interest in, the Debtors, qr forany other reason.

Con~~ensation

13. PSZ&J has received payments frQnz the Parent during the year prior to the

Petition Date in the amount of $1,135,000.00, including the Debtors' aggregate ding fees for

these Chapter 11 Cases, in connection with its prepetition representation of the Debtors and

their noi~.-debtor affiliates, and a portion of the Firm's retainer for these Chapter 11 Cases.

$50,000 of the azr~ounts received by PSZ&J serves as a retainer for services to be provided by

PSZ&J to the non-debtor affiliates. PSZ&J is current as of t1~e Petition Date, but has not yet

completed a final z•econciliation as of the Petition Date. Upon final reconciliation of the

DOCS LA:278947.11 87714/001


amount actually expended prepetition, any balance remaining from the prepetition payments to

the Firm will be credited to the Debtors and utilized as PSZ&J's retainer to apply to

postpetition fees and expenses pursuant to the compensation procedures approved by this Cou~~t

in accordance with the Bankruptcy Code. For purposes of allocation during the Chapter 11

Cases, the Firm will allocate 15% of its fees and expenses to Ultura LA and 85% to Ultura

Oceanside.

14. PSZ&J intends to apply for compensation for professional services

rendered in connection with these Chapter 11 Cases, subject to approval of this Court and in

compliance with applicable provisions of the Bankruptcy Code, on an hourly basis, plus

reimbursement of actual, necessary expenses and other charges incurred by the f irm. The

principal attorneys and paralegals designated to represent the Debtors and their current standard

hourly rates are:

a. Debra I. Grassgreen $895.00

b. Jelfrey N. Pomerantz $875.00

c. Joshua M. Fried $725.00

d. James ~. O'Neiil $725.00

e. Jeffrey W. Dulberg $695.00

£ Peter J. Keane $475.00

g. Margaret I.,. McGee $295.00

h. Patricia J. Jeffries $295.00

1 S. Other attorneys and paralegals may from time to time serve the Debtors

in connection with the matters described herein.

DOGS LA278947. t 187714/001 6


16. The hourly .rates set forth above are the Tirn1's standard hourly rates for

work of this nature and axe subject to periodic adjustment. These rates are set at a level designed

to fairly compensate the Firm fox the work of its attorneys and paralegals and to cover fixed and

routine overhead expenses. It is the Firm's policy to charge its clients in alI areas of practice for

all other expenses incurred in connection with the clients' cases. The expenses charged to clients

include, among other things, conference call and teleeopier toll and other charges, mail and

express mail charges, special or hand delivery charges, document retrieval charges,

photocopying cl~arges, charges for mailing supplies {including, without limitation, envelopes and

labels} provided by the Firm to outside copying services for. use in mass mailings, travel

expenses, expenses for "working meals," computerized research, transcription costs, as well as

non-ordinary overhead expenses such as secretarial and other overtime. The Firm will charge

the Debtors for these expenses in a manner and at rates consistent with charges made generally to

the Firm's other clients and in compliance with this Court's rules. The Firm believes that it is

fairer to charge these expenses to the clients incurring them than to increase the hourly rates and

spread the expenses among all clients.

17. No promises have been received by tine firm or by any partner, of

counsel or associate thereof as to compensation in connection with these Chapter 11 Cases otheY•

than in accordance with the provisions of the Bankruptcy Code. The Firm has no agreement

with any othex entity to share with such entity any compensation received by the Firm in

connection with these Chapter 11 Cases, except among the partners, of counsel and associates of

the Firm.

ROCS LA:278947.11 87714/001 7


18. Pursuant to 28 U.S.C. § 1746, I declare undex penalty of perjury that the

foregoing is true and correct.

Dated: October 20, 2014/s/JeffNey N. PomeNantz

Jeffrey N. Pomerantz, Esq.Pachulski Stang Ziehl &Jones LLP

DOGS LA:278947.11 87714/001


TN TIDE UNT 1 ED STATES BANKRUPTCY COURT

l~ OR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

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

(Joint Administration Requested)

ORDER PURSUANT TQ SI:CTI4N 327(a) OF THE BANKRUPTCY CQDE, R~JLE2014 OF THE FEDERAL ~ZULES OF BANKRUPTCY PROCEDURE AND LOCALRULE 2Q14-1 AUTHORIZING T~-IE EMPLOYMENT AND RETENTION OF

PACHULSKI STANG ZIEHL & .TONES LLP AS COUNSEL FOR THE DEBTORSANA DEBTORS IN POSSESSION NUNC PRO TUNC TQ THE PETITION DATE

Upon the Application Pursuant to Section 3.27(a) of the 13a~tkruptcy G'ode, Rule

2014 of the Federal Rules ~f Bankruptcy Procedure and Local Rule 2014-1 for AuthoNization to

~ntploy and Retain Pachulski Stang Zzehl c9~ Jones LLP as Counsel foN the .I~ebto~s and Debtors

in Possession Nunc PNo Tunc to the Petition Date (the "Application") of the above-captioned

debtors and debtors in possession (collectively, the "Debtors") seeking authorization to employ

and retain Pachulski Stang Ziehl &Jones T.,LP ("FSZ&J" ar the "Firm") as counsel for the

Debtors; and upon the Statement Under Rule 2016 of'the FedeNal Rz~les of Bankruptcy PNocedure

(the "Statement"} and the Pomerantz Declaratign,2 which were submitted cgncurrently with the

Application; and the Court being satisfied, based on the representations made in the Application,

the Statement and the ~'omerantz Declaration, that I'SZ&J does not represent or hold any interest

adverse to the Debtoz~s or the Debtors' estates with respect to the matters upon which it is tc~ be

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

2 Capitalized terms, unless otherwise defined herein, shall have the meanings asc~•ibed to them in the Application.

ROCS LA:278947.11 87714/001


engaged, and is disinterested as that term is defined under section 101(14) of the Bai~uptcy

Code, and as modified by section 1107(b) of the Bankruptcy Code, and that the emplgyment of

PSZ&J is necessary and in the best interests of the Debtors and the Debtors' estates; and it

appearing that the Court has jurisdiction to consider the Application; and it appearing that due

notice of the Application has been given and no further notice need be given; and upon the

proceedings before the Court; and after due deliberation and good and sufficient cause

appearing; it is hereby:

ORDERED that the Application is GRANTED; and it is further

ORDERED that pursuant to section 327(a) of the Bankruptcy Code, the Debtors

are authorized to employ and retain the Firm as counsel, effective nunc pNo tunc to the Petition

Date, on the terms set forth in the Application, the Statement and the Pomerantz Declaration; and

it is further

ORDERED that 1'SL&J shall apply for compensation for professional services

rendered and reimbursement of expenses incurred in connection with the Debtors' chapter 11

cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions

of the Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and

orders of this Court; and it is further

ORDERED that the Debtors and PSZJ are authorized and empowered to take all

actions necessary to implement the relief gr•antied in this Order; and it is further

ORDERED that the terms and conditions of this prder• shall be immediately

effective and enforceable upon its entry; and it is further

2DOCS Lf1:27894711 87714/001


Ordered that this Court shall retain jurisdiction with respect to all matters arising

fiom or related to the implementation of this Order.

Dated: , 2014

United States Bankruptcy Judge

noes i.n:z~s9~~.ii s~~~~ioo~


IN THE UNITED STATES BANKRUPTCY COURT


In re: ) Chapter 11

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

Debtors. ) Jointly Administered

CERTIFICATE OF SERVICE

I, James E. O'Neill, hereby certify that on the 23rd day of October, 2014, I caused

a copy of the documents listed below to be served on the individuals on the attached service list

in the manner indicated:

Notice of Hearing Regarding Application Pursuant to Section 327(a) of the

Bankruptc~~ Code, Rule 2014 of the Federal Rules of Bankruptc3~ Procedure

and Local Rule 2014-1 for Authorization to Employ and Retain Pachulski

Stang Ziehl &Jones LLP as Counsel for the Debtors and Debtors in

Possession Nunc Pro Tiznc to the Petition Date; Exhibit A.

/s/James E. O'NeillJames E. O'Neill (Bar No. 4042)

i 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.

DOCS D~:195885. ] 87714/002


Ultura (LA) Inc. 2002 Service ListCase No. 14 -12382 (KG )Document No. 19582506 —HAND DELIVERY48 -FIRST CLASS MAIL04 —FOREIGN FIRST CLASS

(Counsel to the Debtors)James ~. O'Neill, EsquirePeter J. Keane, EsquirePachulski Stang Ziehl &Jones, LLP919 N. Market Street, 17th FloorWilmington, DE 19801

INTEROFFICE MAIL(Counsel to the Debtors)Jeffrey N. Pomerantz, EsquireJeffrey W. Dulburg, EsquireShirley S. Cho, EsquirePachulski Stang Ziehl &Jones, LLP10100 Santa Monica Boulevard, 13th FloorLos Angeles, CA 90067

INTEROFFICE MAIL(Counsel to the Debtors)Debra Grassgreen, EsquirePachulski Stang Ziehl &Jones, LLP150 California Street, 15th FloorSan Francisco, CA 94111

HAND DELIVERY(United States Trustee)David L. BuchbinderOffice of the United States TrusteeJ. Caleb Boggs Federal Building844 King Street, Suite 2207Wilmington, DE 19801

NAND DELIVERY(United States Attorney)Beau Biden, Attorney GeneralOffice of the US Attorney GeneralCarvel State Office Building820 N. French Street, 5th FloorWilmington, DE 19801

HAND DELIVERYZillah A. Frampton, BankruptcyAdministratorDelaware Division of RevenueCarvel State Office Building820 N. French Street, 8th FloorWilmington, DE 19801

HAND DELIVERY(United States Attorney)Charles Oberly, Esquirec/o Ellen W. Slights, EsquireUnited States Attorney's OfficeDistrict of Delaware1007 N. Orange Street, Suite 700Wilmington, DE 19801

HAND DELIVERY(Counsel to UAC Finance, Inc.)Michael R. Nestor, EsquireMargaret Whiteman Greecher, EsquireYoung Conaway Stargatt &Taylor, LLPRodney Square1000 N. King StreetWilmington, DE 19801

HAND DELIVERY(Counsel for Rochem AAAAG(Switzerland) GmbHTeresa K.D. Currier, EsquireSaul Ewing LLP222 Delaware Avenue, Suite 1200PO Box 1266Wilmington, DE 19899

FI~ZST CLASS MAIL(United Stated Attorney General)Eric H. Holder, Jr., EsquireOffice of the US Attorney GeneralU.S. Department of Justice950 Pennsylvania Avenue, N.W.Room 4400Washington, DC 20530-0001

DOCS DE:195825.1 87714/002


FIRST CLASS MAILSecretary of StateDivision of CorporationsFranchise Tax401 rederal StreetP.O. Box 898Dover, DE 19903

FIRST CLASS MAIL

Delaware Secretary of Treasury820 Silver Lake Blvd., Suite 100Dover, DE 19904

FIRST CLASS 1VIAILOffice of General CounselU.S. Department of the Treasury1500 Pennsylvania Avenue, N.W.Washington, DC 20220

FIRST CLASS MAILOffice of General CounselSecurities &Exchange Commission100 F Street, N.E.Washington, DC 20554

FIRST CLASS MAILSharon Binger, PA Regional DirectorSecurities &exchange CommissionOne Penn Center1617 JFK Boulevard, Suite 520Philadelphia, PA 19103

FIRST CLASS MAILAndrew Calamari, NY Regional DirectorSecurities &Exchange Commission3 World Financial Center, Suite 400New York, NY 10281

FIRST CLASS MAILPension Benefit Guaranty CorporationOffice of the Chief Counsel1200 K. Street, N.W.Washington, DC 20005

FIRST CLASS MAILInternal Revenue ServiceCentralized Insolvency OperationP.O. Box 73462970 Market StreetMail Stop 5-030.133Philadelphia, PA 19101

FIRST CLASS MAfL(Counsel to UAC Finance, Inc.True North Ventures Partners L.P. (SecuredLender))Daniel S. Bleck, EsquireWilliam W. Kannel, EsquireMintz Levin Cohn Ferris Glovsky andPopeo PCOne Financial CenterBoston, MA 02111

FIRST CLASS MAILCity National BankAttn: Leo PierreBarbara Okihiro3424 Carson StreetTorrance, CA 90503

FIRST CLASS MAILWells Fargo BankAttn: Ignacio RamirezLong Beach Main Branch111 W Ocean Blvd., Suite 100Long Beach, CA 90802

FIRS?' CLASS MAIL(Top CreditoN)VORTEX ENGINEERINGAttn: Debbie Schaub1801 W Olympic BlPasadena, CA 91199

FIRST CLASS MAIL(Top CNeditor)Delstar Industrial Research1306 Fayette StreetEl Cajon, CA 92020

DOCS DE:195825.1 87714/002 2


~7RST CLASS 1lIAIL(Top Creditor)SDG&EPO Box 25111Santa Ana, CA 92799-5 1 1 1

FIRST CLASS MAIL(Top Creditor)Dukane/Ultrasonics DivAttn: Henry Segura2900 Dukane Dr.St Charles, IL 60174

FIRST CLASS MAIL(Top CNeditor)Snyder Manufacturing Corp1541 West Cowles StLong Beach, CA 90813

FIRST CLASS MAIL(Top Creditor)Stone Hill Contracting Co., Inc.252 W Swamp Rd. Ste 19PO Box 1370Doylestown, PA 18901

FIRST CLASS NAIL(Top Creditor)Ernest Packaging1345 Sycamore Ave.Vista, CA 92081-7810

FIRST CLASS MAIL(Top Creditor)McMaster-Carr9630 Norwalk Blvd.Santa Fe Springs, CA 90670

FIRS?' CLASS MAIL(Top Creditor)Porous Materials, Inc.Attn: Meredith Mayo20 Dutch Mill RoadIthaca, NY 14850

FIRST CLASS MAIL(Top Creditor)Persons Service Co., LLC4474 Halls Mill RoadMobile, AL 36693

FI~tST CLASS NAIL(Top Creditor)First BankcardPO Box2818Omaha, NE 68103-2818

FIRST CLASS MAID(Top Creditor)Expeditors Int'1Attn: Derek Smith1470 Exposition Way Ste. 110San Diego, CA 92154

FIRST CLASS MAIL(Top Creditor)Express Services, Inc.Attn: Justin OlpsPO Box 844277Los Angeles, CA 90084-4277

FIRST CLASS MAIL(Top Creditor)Dichtomatik AmericasAttn: Alisa Garcia1087 Park PlaceShakopee, MN 55379

FIRST CLASS MAIL(Top Creditor)Pruyn Bearings Company1324-28 Frankford AvePhiladelphia, PA 19125

FIRST CLASS MAID(Top CreditoN)Robert J Fitzmyer Co., Inc315E 7th Avenue PO Box 272Conshohocken, PA 19428

DOGS D~:195825.1 87714/002 3


FIRST CLASS MAfL(Top Creditor)Harrington Industrial Plastics Inc.Attn: Mike Briseno7557 Convoy CourtSan Diego, CA 92111

FIRS?' CLASS MAIL(Top Creditor)Guilford MillsAttn: Jilian Delbo1 Penn Dye StreetPine Grove, PA 17963

FIRST CLASS MAIL(7'op Credztot)Pilot Freight ServicesAttn: John PetreePO BOX 122540 -Dept. 2540Dallas, TX 75312-2540

FIRST CLASS MAIL(Top Creditor)Tangibl, LLC301 Oxford Valley RoadSuite 1604Yardley, PA 19067-7706

FIRST CLASS MAIL(Top Creditor)Con-Way, Inc.Attn: Andy SeretanP.O. Box 5160Portland, OR 97208-5160

FIRST CLASS MAIL(1'op Creditor)Festo CorporationAttn: Salvatore Buccellato395 Moreland RoadHauppauge, NY 11788

FI~ZS?' CLASS MAIL.(Top CreditoN)Filter Specialist, Inc1243 Reliable ParkwayChicago, IL 60686-0012

FIRST CLASS MAIL(Top CNeditor)UP SAttn: Brian PfeifferPO Box 894820Los Angeles, CA 90189-4820

FIRST' CLASS MAIL(Top Creditor)R. Scheinert &Son, Inc10092 Sandmeyer LanePhiladelphia, PA 19116

FIRST CLASS MAIL(Top Creditor)Univar USA IncPO BOX 34325Seattle, WA 98124-1325

FIRST CLASS MAIL(Top Creditor)AT&TPO Box 5019Carol Stream, IL 60197-5025

FIRST CLASS MAIL(Top C~êditor)Ford Motor CreditAttn: MaryPO Box 650575Dallas, TX 75265-0575

F~~tST CLASS MAIL(Top Creditor)Logfret6801 West Side AvenueNorth Bergen, NJ 07047

DOGS DE:195825.1 87714/002 4


FIRST CLASS MAIL(Top CreditoN)San Diego Building MaintenancePO Box 3411Vista, CA 92085

FIRST CLASS MAIL(Top C~editoN)Visicomm Industries, LLC911 A Milwaukee Ave.Burlington, WI 53105

FIRST CLASS MAIL(Top Creditor)R.F. MacDonald Company25920 Eden Landing RoadHayward, CA 94545

FIRST CLASS MAIL(Top CNeditor)Pyrz Water Supply Co., Inc.PO Box 107Harleysville, PA 19438

FIRST CLASS MAIL(Top Creditor)R&M Equipment Co.PO Box 937Royersford, PA 1943 8

FIRST' CLASS MAIL(Top CNeditoN)Geiger Pump &Equipment8924 Yellow Brick RoadBaltimore, MD 21237

FIRST CLASS SAIL(Top CNeditoN)Endress +Hauer, Inc2350 Endres PlaceGreenwood, IN 46143

FOREIGN FIRST CLASS(Top CNeditor)Dr. Hans J. Rohrerc/o Dr. Irene C. EggmanEggman Rohrer &PartnerBellerivestasse 5, 8008ZurichSwitzerland

FOREIGN FIRST CLASS(Top CreditoN)Phoenix Vessel Technology Ltd.Attn: Adam StaitUnit 2, The Old Bakery,Lower Tuffley LaneGloucester GL2, SDPUnited Kingdom

FOREIGN FIRST CLASS(Top CreditoN)RomacoAttn: Marianne Achterverg-von DopEdisonsraat 113261 LD Oud BeijerlandThe Netherlands

FOREIGN FIRST CLASS(Top Creditor)Goodman Jones &MorrisYork House,203 Beechwood AveEarlsdonCoventry, CVS 6FRUnited Kingdom

DOCS D~:195825.] 87714/002 5


Documents

In re: ) Chapter 11 · IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ULTURA (LA) INC., et al., l ) Case No. 14-12382 (KG) Debtors