Sample Bar Date Order

This Bar Date Order was entered in the Unison Healthcare Chapter 11 case. Much of this Bar Date Order—which is itself a form of notice to be given to all creditors regarding the bar date—is standard for most Chapter 11 cases, but certain additional provisions addressed specific features of the Unison Healthcare case, including the ability of the indenture trustee for each of the notes issued to file a master proof of claim on behalf of all noteholders. The special proof of claim form attached to the Bar Date Order allowed creditors to indicate which of the thirty-three debtors (or which of the debtor's many nursing homes) the claim was asserted against. Ultimately, the thirty-three debtors' estates were substantively consolidated for purposes of distributions on claims, but at the time this Bar Date Order was issued, the debts of each individual debtor were kept separate. The form of this Bar Date Order was not only mailed to all creditors, but also published in The Wall Street Journal (National Edition) and newspapers where Unison operated its nursing homes.

Sample Bar Date Order

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA

This matter is before the Court on the "Ex Parte Motion For Order Fixing Time Within Which Proofs of Claim Must Be Filed" of UNISON HEALTHCARE CORPORATION ("Unison"), and its affiliated Debtors and Debtors-In-Possession indicated above (the "Debtors"), dated July 30, 1998 (the "Motion"); the Court having reviewed the Motion and the Memorandum of Points and Authorities submitted in support of the Motion; the Court having conducted a hearing on August 14, 1998 (the "Hearing") to consider the objections of certain parties to the relief requested in the Motion; the Court being satisfied that the relief requested in the Motion is appropriate under the circumstances; after due consideration and reasonable cause appearing therefor,

THE COURT FINDS as follows:

D. The Motion and relief requested therein constitute "core proceedings" in which this Court may enter final and dispositive orders under 28 U.S.C. §§ 1334 and 157(b)(2)(A) and (O) and Bankruptcy Code § 105.

E. The provisions of this Order adequately addresses certain of the objections voiced at the Hearing, and with respect to those objections not addressed in this Order, such objections are overruled. Furthermore, with respect to the securities plaintiffs' speaking motion requesting a class proof of claim, the Court finds that this issue is not properly before the Court at this time.

F. The form of "Proof of Claim," attached as Exhibit 1 to this Order, is appropriate for use by creditors in asserting claims against the Debtors in these cases and appropriate for providing suitable notice to creditors of the deadline and procedures for filing proofs of claim.

ACCORDINGLY, IT IS HEREBY ORDERED as follows:

4. The Motion is GRANTED as set forth below:

5. BAR DATE: The deadline for filing proofs of claim in these cases is fixed as September 21, 1998 (the "Bar Date"). Except as otherwise specifically provided in this Order, the Bar Date applies to any "claim," as such term is defined in Bankruptcy Code § 101(5), against any of the Debt

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ors arising from any event occurring during the Debtors' operation of their businesses before and until the applicable Debtors' Petition Date including, without limitation: (a) personal injury claims, including such claims that have been asserted in litigation where the plaintiffs have sued or joined as co-defendants present or former directors, officers, or employees of the Debtors, or other individuals or entities, who may have indemnification claims or contribution claims against the Debtors, or who may expose the Debtors to vicarious liability under various principles or provisions of applicable state law; (b) any worker's compensation claims; (c) any administrative agency claims or similar kinds of private enforcement claims, including, but not limited to, wage and hour claims, wrongful termination and discharge claims, loss of benefits claims, harassment claims, employment discrimination claims, and other employment related claims; and (d) claims (including class action claims, if applicable) of any person (including but not limited to holders of the 12¼% Senior Notes, maturing in 2006 (the "Notes"), the 13% Senior Notes, maturing in 1999 (the "Senior Notes"), or common stock) against the Debtors for alleged violations of federal or state securities laws and regulations.

6. NOTICE OF THIS BAR DATE ORDER: The Debtors must serve notice of the Bar Date as follows: (a) mailed notice of a conformed copy of this Order, no later than August 19, 1998, to all creditors and parties in interest on the master mailing matrix as maintained by the Debtors; (b) one publication in the national edition of the Wall Street Journal; and (c) one publication in a newspaper of general circulation in each county in Alabama, Arizona, Colorado, Indiana, Kansas, Michigan, and Texas where the Debtors currently maintain or previously maintained operations. The form of "Proof of Claim" attached as Exhibit 1 to this Order (the "Proof of Claim Form") is approved in all respects. Notice of the Bar Date as provided in this Order is deemed adequate and proper under Bankruptcy Rules 2002 and 3003.

7. ADDRESS FOR FILING OF PROOFS OF CLAIM: Except as otherwise specifically provided in this Order, all persons or entities wishing to assert a claim against any of the Debtors must file such claim, using the Proof of Claim Form, so that it is received no later than 4:00 p.m., Mountain Time, on the Bar Date, by PricewaterhouseCoopers, L.L.P., the Claims Agent, at:

Sample Bar Date Order

Proofs of claim will be treated as filed only when actually received by the Claims Agent. Creditors are advised not to file or send copies of proofs of claim to the Debtors, counsel for the Debtors, the Creditors' Committee or counsel for the Creditors' Committee. If a creditor wishes to receive an acknowledgement of receipt of its proof of claim, the creditor must provide the Claims Agent with an additional copy of the proof of claim with a self-addressed, postage-paid return envelope, unless such proof of claim is filed by facsimile, in which case a facsimile confirmation will be sent by first-class mail to the creditor's address indicated on the proof of claim.

8. review of schedules: The Debtors have filed their Schedules of Assets and Liabilities with the Clerk of the Bankruptcy Court, setting forth claim amounts for all creditors as they appear on the Debtors' books and records. All creditors are advised to review the Schedules, which are available at the Office of the Clerk, United States Bankruptcy Court, 2929 N. Central Avenue, 10^th Floor, Phoenix, Arizona 85012, during regular business hours. A copy of the Schedules may also be requested by contacting Quick & Confidential, 352 E. Camelback Road, Suite 200, Phoenix, Arizona 85012, telephone (602) 277-4474, facsimile (602) 277-4556.

9. WHO NEED NOT FILE A PROOF OF CLAIM: Creditors need not file a proof of claim if: (a) they have previously filed a proof of claim in these cases, properly indicating the specific Debtor or Debtors against whom the claim is asserted; or (b) they agree in all respects with the information contained in the Schedules regarding the amount of their claim and the Debtor or Debtors against whom their claim is listed and such claim is not listed as contingent, unliquidated, or disputed. If a creditor is unsure whether its claim has been accurately allocated to the proper Debtor or Debtors in the Schedules, the creditor must file a proof of claim by the Bar Date. If a creditor's claim is listed as contingent, unliquidated, or disputed in the Schedules, the creditor MUST file a proof of claim by the Bar Date, using the Proof of Claim Form. If a creditor is unsure whether its claim is listed as contingent, unliquidated, or disputed, the creditor must file a proof of claim by the Bar Date. If a creditor disagrees in any respect with the information contained in the Schedules, the creditor must file a proof of claim by the Bar Date, using the Proof of Claim Form.

10. HOLDERS OF NOTES AND SENIOR NOTES: Creditors need not file a proof of claim if their claims are limited exclusively to claims for the repayment by the Debtors of the principal and accrued interest (including any premiums) on the Notes or the Senior Notes. The filing of an aggregate proof of claim by the indenture trustees for the Senior Notes and the Notes obviates the filing of proofs of claim by individual holders of the Notes or the Senior Notes. Notwithstanding the foregoing, any Note or Senior Note holder who has, may have, or may assert any claim against

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any of the Debtors with respect to any violations of federal or state securities laws must file a proof of claim by the Bar Date.

11. EXECUTORY CONTRACT AND UNEXPIRED LEASE
CLAIMS: Any claims arising out of, or otherwise related to, the Debtors' rejection of executory contracts and unexpired nonresidential leases under Bankruptcy Code § 365 as of July 31, 1998 must be filed on or before the Bar Date. Any claims arising out of, or otherwise related to, the Debtors' rejection of additional executory contracts or unexpired nonresidential leases after July 31, 1998 must be filed on or before the earlier of: (a) thirty (30) days following the entry of the order of the Court approving such rejection, provided the effectiveness of such order has not been stayed; and (b) thirty (30) days following the effective date of any plan or plans or reorganization confirmed by the Bankruptcy Court in the Debtors' Chapter 11 cases.

12. EQUITY INTERESTS: Holders of the Debtors' equity securities, including holders of common stock, warrants, and stock options issued by the Debtors, need not file proofs of interest with respect to the interests represented by such equity securities. However, any equity security holder who has, may have, or may assert any claim against any of the Debtors with respect to such equity security (including, without limitation, any claim for violation of federal or state securities laws and any claim for unpaid dividends), must file a proof of claim on or before the Bar Date.

13. STOCKBROKERS AND OTHER AGENTS: Stockbrokers or other agents of noteholders, stockholders or optionholders (including record holders or depository agents) that hold debt or equity securities of the Debtors as trustee or nominee, in street name or otherwise, should immediately transmit a copy of this notice to each beneficial holder of any such security. Beneficial holders of debt or equity securities have the right under the Federal Rules of Bankruptcy Procedure to file a statement setting forth facts that entitle them to be treated as record holders.

14. REQUIREMENT OF PROOF OF CLAIM FORM: In filing their proofs of claim, all creditors must use the Proof of Claim Form or another form containing comparable information to permit designation of the Debtor or Debtors to which each claim relates. If a creditor wishes to assert multiple claims against different Debtors, such creditor should file a separate Proof of Claim Form for each such claim.

15. FAILURE TO FILE PROOF OF CLAIM: Any holder of a claim that fails to file a proof of claim on or before the Bar Date as required by this Order is forever barred, estopped and enjoined from (a) asserting any such claim against any of the Debtors or their respective successors and assigns and (b) voting on or receiving any distribution under any plan or reorganization for any of the Debtors on account of such claim, except as ordered by the Court upon the filing of a motion

Sample Bar Date Order

and opportunity for a hearing.

16. EXTENSION OF BAR DATE: Notwithstanding the Bar Date set in this Order, the following parties will have until 4:00 p.m. on October 1, 1998 to file their respective proofs of claim, if any: (a) David A. Kremser, Bernice E. Kremser, Michael P. Kremser, Stanley A. Kremser, Holly M. Kremser, and Elk Meadows Investments, L.L.C.; (b) BritWill Investments Company, Ltd. and UNHC Real Estate Holdings, Inc.; (c) Prime Leasing, Inc.; (d) John Filkoski, Michael Filkoski, Lisa Filkoski, and David Filkoski.; and (e) the representative plaintiffs and the putative class of plaintiffs in Grossman et. al. v. Unison.

17. NOTICE OF AMENDMENTS TO SCHEDULES: If the Debtors elect to amend the Schedules previously filed in order to more accurately reflect known claims against their estates, the Debtors must provide appropriate notice of such amendment to affected creditors, who will have thirty (30) days from the date of such service to file a proof of claim, if necessary.

18. RESERVATION OF RIGHTS: Nothing in this Order is to be deemed to limit or prejudice, in any way, any party's right to object to, dispute or assert defenses or offsets to any claim filed or deemed filed in these cases.

19. NOTICE BY DEBTORS: Counsel for the Debtors are directed to provide a conformed copy of this Order to creditors and parties in interest in accordance with the terms and provisions of this Order, and file an appropriate Certificate of Service with the Court.

DATED: August 30, 1998

By: /s/ George B. Nielsen, Jr.

HON. GEORGE B. NIELSEN, JR. CHIEF UNITED STATES BANKRUPTCY JUDGE