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IN THE UNITED STATES BANUPTCY COURT

Debtors. )
PACIFIC ENERGY RESOURCES LTD., et aI., 1 )
)

In re: )

FOR THE DISTRICT OF DELAWAR


Chapter 11

Case No. 09-10785(KC) (Jointly Administered)


Related Docket Nos. 550, 584 & 858

CERTIFICATION OF COUNSEL WITH RESPECT TO:


(l)DEBTORS' MOTION FOR AN ORDER (A) APPROVING SALE OF DEBTORS' BETA ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRACES AND
OTHER INTERESTS PURSUANT TO SECTIONS 363(B), (F) AND (M) OF THE BANKRUPTCY CODE, (I) ASSUMING AND ASSIGNING CERTAIN EXECUTORY

CONTRACTS AND UNEXPIRED LEASES; AND (III) GRATING RELATED RELIEF;


(2) DEBTORS' MOTION FOR ORDER (A) DISMISSING THE CHAPTER 11 CASE OF SAN PEDRO BAY PIPELINE COMPAN CONDITIONED UPON SALE OF STOCK BY PACIFIC ENERGY RESOURCES LTD. AND (B) APPROVING RELEASES OF CLAIMS BETWEEN SAN PEDRO BAY PIPELINE COMPANY AND THE OTHER
DEBTORS; AND

(3) DEBTORS' CONDITIONAL MOTION FOR ORDER AUTHORIZING ASSUMPTION OF (A) BETA LEASES WITH THE UNITED STATES AND RELATED TRUST AGREEMENT; (B) PIPELINE LEASE WITH THE CALIFORNIA STATE LANDS

COMMISSION (C) PIPELINE LICENSE AND ARA ASSIGNMENTS WITH THE CITY OF LONG BEACH, CALIFORNIA, AND (D) AN OTHER PERMITS, LICENSES, OR AGREEMENTS RELATING THERETO, SOLELY TO THE EXTENT THAT SECTION 365(D)(4) OF THE BANKRUPTCY CODE APPLIES TO ANY OF THE FOREGOING
On July 2,2009, Pacific Energy Resources, et al. (the "Debtors") fied Debtors'
Motion for an Order (A) Approving Sale of Debtors' Beta Assets Free and Clear of All Liens,
Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f and (m) of

the

Bankruptcy Code, (II) Assuming and Assigning Certain Executory Contracts and Unexpired

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company the Debtors is i i i W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite i 240, Long Beach, CA 90802.

i The Debtors in these cases, along with the last four digits of each of

Leases; and (III) Granting Related Relief (the "Sale Motion") (Docket No. 550)
The following objections and responses were filed with the Court: (1) Protective
Objection of

Westchester Fire Insurance Company and Ace USA (Docket No. 671); (2) Limited

Objection of

Noble Energy, Inc. (Docket No. 675); (3) Objection by Aera Energy LLC (Docket
the Offcial Committee of

No. 677); (4) Objection of

Unsecured Creditors (Docket No. 684); and

(5) Supplement to Objection of Creditors' Committee (Docket No. 1223); and the Debtors fied
an Omnibus Reply to Objections/Responses in Support of

their Motion at Docket No. 687. The

Debtors also fied the Status Report Regarding Debtors' Motion for an Order (A) Approving Sale
of

Debtors' Beta Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests
the Bankptcy Code, (II) Assuming and Assignng

Pursuant to Sections 363(b), (f) and (m) of

Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed
December 21,2009; Docket No. 1226).
A hearing on the Motion was held December 22,2009 at 2:00 p.m. A copy of

the

proposed order (the "Sale Order") which reflects the agreement of

the parties as discussed on the

record is attached hereto as Exhibit" 1 ".

In addition, a copy of the proposed form of Order on the Debtors' Motion for

Order (A) Dismissing the Chapter 11 Case of San Pedro Bay Pipeline Company Conditioned
Upon Sale of Stock by Pacifc Energy Resources Ltd. and (B) Approving Releases of Claims

between San Pedro Bay Pipeline Company and the Other Debtors (Docket No. 584) is attached
hereto as Exhibit "2".

Finally, Debtors' Conditonal Motion for an Order Authorizing Assumption of


(a) Beta Leases with the United States and Related Trust Agreement; (b) Pipeline Lease with the

California State Lands Commission; (c) Pipeline License and Area Assignments with the City of
Long Beach, California, and (d) Any Other Permits, Licenses, or Agreements Relating Thereto,
Solely to the Extent that Section 365(d)(4) of the Bankruptcy Code Applies to Any of

the

Foregoing (Docket No. 858) is mooted by the approval of

the sale. The Debtors will file a


the sale approved

separate Notice of

Withdrawal with respect to Docket No. 858 upon closing of

by the Sale Order.

As requested by the Court, the Debtors will present the forms of proposed orders

attached hereto as Exhibits "1" and "2" to the Court at the hearing scheduled today at 2:30 p.m.
Eastern time.

Dated: December.i-~, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Ir D. Kharasch (CA Bar No. 109084)

cotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch~pszjlaw.com

smcfarland~pszjlaw .com rsaunders~pszjlaw.com j oneill~pszj law. com


kmakowski~pszj law.com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

DOCS_DE:156053.1

Exhibit 1

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE

In re

) Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al.,l


Debtors.

Case No. 09-10785 (KJC)

) ) )

(Jointly Administered)
Related to Docket No. 550

ORDER (I) APPROVING SALE OF THE DEBTORS' BET A ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS PURSUANT TO SECTIONS 363(b), (t) AND (m) OF THE BANKRUPTCY CODE, (II) ASSUMING AND ASSIGNING CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (III) GRANTING RELATED RELIEF
THIS MATTER is before the Cour on the motion (the "Sale Motion") of

Pacific

Energy Resources Ltd. ("PERL") and the other above-captioned debtors and debtors in
possession (collectively, the "Debtors") for entry of

an order, pursuant to 11 V.S.C.


the

363(b),(f) and (m) and 365 (the "Banptcy Code"), and Rules 2002,6004, and 6006 of

Federal Rules of

Bankptcy Procedure (the "Banptcy Rules") and Rule 6004-1 of

the Local

Rules of

the Bankuptcy Court; (A) approving the Purchase and Sale Agreement (the

"Agreement")2 and ancilary documents thereto, including but not limited to the Transition
Services Agreement ("TSA") between PERL and Beta Operating Company, LLC ("Beta"),
The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating

LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.
(5463). The mailing address for all of the Debtors is l1IW. Ocean Boulevard, Suite 1240,LongBeach,CA

90802.

2 Unless otherwise noted, capitalized terms used herein have the meanings set forth in the Sale Motion, Sale
Procedures Order, Sale Procedures, Agreement or TSA (each as defined herein).

DOCS-E: i 56062.2

substantially in the forms fied separately with the Court, by and between PERL and the Rise
Energy Beta, LLC ("Rise") and SP Beta Properties, LLC ("Silver Point") (Rise and Silver Point
collectively, the "Successful Bidders") pursuant to which: (i) PERL agrees to sell to Rise the
Operating Interests, and (ii) PERL agrees to sell to the Successful Bidders in their respective Buyer Percentages the Beta Interests and the SPBP Stock (the SPBP Stock, collectively with the

Operating Interests and the Beta Interests, the "Beta Assets") pursuant to a joint credit bid as set
forth in the Agreement; (B) granting the Debtors authority to sell the Beta Assets as fuher set

forth in the Agreement free and clear of liens, claims, interests and encumbrances (except as otherwise provided in the Agreement, this Order, and the Settlement and Compromise with the

Previous Owners, and subject to the Assumed Beta Liabilties and the Assumed Operating
Liabilities) (the "Sale"); and (C) authorizing the Debtors to assume and assign the Assumed

Executory Contracts to the Successful Bidders or their assigns (as applicable); and
The Sale Motion having been served upon (i) Offce of

the United States Trustee;

(ii) counsel to the Official Committee of

Unsecured Creditors (the "Creditors' Committee"); (iii)

counsel to the Lenders; (iv) parties known by the Debtors to assert liens, claims, rights, interests
or encumbrances of record in the Beta Assets; (v) federal, state and local taxing authorities who

have a reasonably known interest in the Beta Assets; (vii) the United States Attorney for the

District of Delaware; (vii) the Internal Revenue Service; (viii) the United States Deparment of
Justice; (ix) the United States Mineral Management Service (x) the counterparies to the
Assumed Executory Contracts; and (xi) those persons who have requested notice pursuant to
Banptcy Rule 2002 and the Notice of

Rescheduled Auction (as defined below) having been

served on all known creditors of the Debtors; and


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DOCS-E: i 56062.2

Notice of

the Sale Motion having been provided in accordance with this Cour's
the Debtors' Beta Assets; (B) Scheduling Auction
Sale; (C) Approving Notice of Respective Dates, Times,

Order (A) Approving Procedures For Sale of

and Hearing to Consider Approval of

and Places for Auction and for Hearing on Approval of (i) Sale and (ii) Assumption and
Assignment of

Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of


(Docket No. 533) (the "Sale Procedures Order"); and

Notice; and (E) Granting Related Relief

The objections to the Sale Motion by Aera Energy LLC ("Aera") and Noble Energy, Inc. ("Noble") have been resolved by agreement among the Debtors, Rise, Silver Point,
Aera and Noble as anounced to the Court at the hearing on the Sale Motion which took place on

December 22,2009 (the "Sale Hearing") and as memorialized herein; and


It further appearing that the legal and factual bases set forth in the Sale Motion and at the Sale Hearing establish just cause for the relief granted herein; and after due
deliberation thereon,

NOW, THEREFORE, THE COURT HEREBY FINDS AND DETERMINES


THAT:3

Jurisdiction. Final Order and Statutory Predicates


A. This Cour has jurisdiction over the Sale Motion pursuant to 28 US.C.
1334. This proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A), (N) and

(0). Venue is proper in this District and in this Cour pursuant to 28 US.c. 1408 and 1409.

Findings of fact shall be construed as conclusions of law and conclusions of law shall be constred as findings
of

fact when appropriate. See Fed. R. Bank. P. 7052.

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DOCS_DE: I 56062.2

B. This Order constitutes a final and appealable order within the meaning of

28 US.C. 158(a). To any extent necessary under Bankptcy Rule 9014 and Rule 54(b) of

the

Federal Rules of Civil Procedure as made applicable by Bankruptcy Rule 7054, the Court finds
that there is no just reason for delay in the implementation of

this Order, and directs entry of

judgment as set forth herein.


C. This proceeding is a "core proceeding" within the meaning of28 U.S.C.

157(b)(2)(A), (N) and (0).


D. The proposed Sale constitutes a sale of property of

the estates outside the

ordinary course of

business within the meaning of

section 363(b) of

the Banptcy Code.

Good Faith of Successful Bidders


E. Rise and Silver Point are purchasing the Beta Assets in good faith and are

good faith purchasers within the meaning of i 1 U.S.C. 363(m), and are therefore entitled to the

protection of that provision, and otherwise have proceeded in good faith in all respects in

connection with this proceeding in that: (a) the Successful Bidders recognized that the Debtors

were free to deal with any other pary interested in acquiring the Beta Assets; (b) the Successful
Bidders complied with the provisions in the Sale Procedures Order; (c) all payments to be made by the Successful Bidders, including but not limited to, any Cure Amounts (as defined below)

and other agreements or arangements entered into by the Successful Bidders in connection with
the Sale have been disclosed; (d) the Successful Bidders have not violated 11 U.S.C. 363(n) by
any action or inaction; and (e) the negotiation and execution of

the Agreement and any other

agreements or instruments related thereto was in good faith.

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DOCS _DE: 156062.2

Hi2hest and Best Offer


F. Pursuant to the Sale Procedures Order and Notice of

Rescheduled Auction

and Hearing Re Debtors' Proposed Sale of Beta Assets and Assignment of Related Executory

Contracts and Unexpired Leases (the "Notice of Rescheduled Auction"), interested parties were

required to submit bids for the Beta Assets by December 9,2009. The Successful Bidders are
the only parties to have submitted an offer for the Beta Assets by the December 9, 2009 deadline.

Because only one bid was received for the Beta Assets, the Debtors did not convene the Auction
with respect to the Beta Assets after receiving the Successful Bidders' offer for the Beta Assets.

The Sale Procedures for the Beta Assets afforded a full, fair and reasonable opportunity for any

person or entity to make a higher or otherwise better offer to purchase the Beta Assets. The Sale
Procedures were duly noticed and effectuated in a noncollusive, fair and good faith maner and a

reasonable opportunity has been given to any interested pary to make a higher and better offer
for the Beta Assets.

G. The Agreement reflects the highest and best offer for the Beta Assets. The
Agreement provides for
(i)(a) the credit bid by Rise of $80,000,000 of

the Seller Indebtedness owing to

Rise as of

the Closing Date (the "Rise Credit Bid") in consideration of

the acquisition by Rise of

its Buyer Percentage of the Beta Interests and the SPBP Stock and 100% of the Operating Assets

and (b) the credit bid by Silver Point through the assumption on the Closing Date by Silver Point
of $177,500,000 of the Seller Indebtedness plus the balance of the revolving facility comprising
a portion of

the DIP Credit Agreement (but not to exceed $22,000,000) owed to Silver Point or

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DOCS _DE: 1 56062.2

Silver Point's affiiates (the "Silver Point Credit Bid," together with the Rise Credit Bid, the
"Credit Bid Amount") in consideration of the acquisition by Silver Point of its Buyer Percentage
of the Beta Interests and the SPBP Stock;4

(ii) the Successful Bidders' assumption of their respective Buyer Percentages of

the Assumed Beta Liabilities and the Assumed Operating Liabilities, including the assumption

by Silver Point of$177,550,000 in Silver Point Indebtedness (as evidenced by an amended and
restated credit agreement) plus the balance of the revolving facility comprising a portion of

the

DIP Credit Agreement (but not to exceed $22,000,000) owed to Silver Point's affiliates as

described in the Agreement (collectively, the "Assumed Secured Debt");

(iii) the extinguishment of any Seller Indebtedness (including obligations and

indebtedness arising under any ancilary loan documents to the Credit Agreements) that is not otherwise par of the Credit Bid Amount or the Assumed Secured Debt, except that the
Successful Bidders shall retain a $75,000,000 claim (the "Remaining Claim") that is secured

solely by the Excluded Interests, and to the extent the proceeds realized from the Excluded
Interests do not satisfy the Remaining Claim, the remainder of the Remaining Claim shall be an
allowed general unsecured claim in the Debtors' cases subject to paragraph 17 of

this Order, as

Silver Point's, Rise's and J. Aron & Company's respective rights to the Excluded Interests existed

immediately prior to entry of this Order; and


4

A description of the Seller Indebtedness and the Debtors' acknowledgement of the Seller Indebtedness owed to the Successful Bidders is contained in this Court's Final Order Pursuant To 11 U.S.C. 105,361,362,363, 364, 365 and 507: (1) Approving Senior Secured SuperpriOlity Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; and (5) Modifying Automatic Stay, entered on June 24,2009 (Docket No. 4l5) (the "Final DIP Order").

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DOCS_DE:156062.2

the Debtors'
(iv) the Successful Bidders' agreement to fud, for the benefit of

estates on the closing date ofthe Sale, the total amount of$II,938,402 (plus an existing cash
balance in the estates totaling approximately $895,500) (the "Wind-Down Amount") in
accordance with the wind-down budget (the "Wind-Down Budget") in the Successful Bidders'

respective Buyer Percentages. The Wind-Down Budget is attached hereto as Exhibit A. The
Debtors' receipt of any portion ofthe Wind-Down Amount shall be free and clear of all

liens,

claims and other interests of any kind or nature whatsoever, except as otherwise set forth in the
next sentence. A portion of

the Wind-Down Amount totaling $3,618,000 shall be used

exclusively to satisfy the success and transaction fees set forth in the Wind-Down Budget,

subject to Court approval of final fee applications solely in the case of estate professionals and

excluding the Debtors' employees. To the extent disallowed, the funds budgeted for payment of

success and transaction fees under the Wind-Down Budget shall be refuded to the Successful
Bidders.
H. Pursuant to the Sale Procedures Order and the Sale Procedures for Beta

Assets appended thereto, the Successful Bidders are authorized to credit bid the Seller
Indebtedness.

1. The Agreement constitutes the highest and best offer for the Beta Assets,
and wil provide a greater recovery for the Debtors' estates than would be provided by any other
available alternative. The Debtors' determination that the terms of the Agreement constitute the
highest and best offer for the Beta Assets constitutes a valid and sound exercise of the Debtors'

business judgment.

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DOCS_DE: I 56062.2

J. The Agreement represents a fair and reasonable offer to purchase the Beta

Assets under the circumstances ofthese Chapter 11 cases. No other person or entity or group of
entities has offered to purchase the Beta Assets for greater economic value to the Debtors' estates

(or any of them) than the Successful Bidders.


K. Approval of the Sale Motion and the Agreement and the consummation of

the transactions contemplated thereby are in the best interests of the Debtors, their creditors, their

estates and other paries in interest.


L. The Debtors have demonstrated compellng circumstances and a good,

suffcient, and sound business purpose and justification for the Sale prior to, and outside of, a
plan of reorganization.

M. The consideration provided by the Successful Bidders pursuant to the


Agreement constitutes reasonably equivalent value and fair consideration for the Beta Assets
under the Banptcy Code and under the laws of

the United States, any state, territory,

possession or the District of Columbia.


N. The Agreement was not entered into for the purose of

hindering, delaying

or defrauding creditors under the Banptcy Code or under the laws of

the United States, any

state, territory, possession or the District of Columbia. Neither the Debtors nor the Successful
Bidders are entering into the transactions contemplated by the Agreement fraudulently for the
purose of statutory and common law fraudulent conveyance and fraudulent transfer claims.

O. The Debtors have full corporate power and authority to execute and
deliver the Agreement and all other documents contemplated thereby, and no fuher consents or

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DOCS _DE: 1 56062.2

approvals are required for the Debtors to consummate the transactions contemplated by the Agreement, except as otherwise set forth in the Agreement and the TSA.

Successful Bidders are Not a Mere Continuation of the Debtors


P. The Successful Bidders are not a mere continuation of the Debtors, there

is not substantial continuity between the Successful Bidders and the Debtors, and there is no
continuity of enterprise between the Debtors and the Successful Bidders.

Q. No common identity of incorporators, directors or stockholders exists


between the Successful Bidders and the Debtors.

R. The Sakis not being entered into fraudulently. The Sale has been

properly noticed.
S. The Successful Bidders are not holding themselves out to the public as a

continuation of the Debtors.


Successor Liabiltv

T. The Successful Bidders do not constitute successors to the Debtors or the


estates.

U. The Sale does not amount to a consolidation, merger or de facto merger of


the Successful Bidders and the Debtors or any of them.

Exemption from Recordation Taxes


V. PERL undertook an extensive and well publicized effort to market the
Beta Assets both prior to and after the Petition Date. The Auction was originally scheduled for

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DOCS-E: I 56062.2

July 31, 2009 at which time no interested party submitted a bid for the Beta Assets in an amount
equal to the amount owed on the Seller Indebtedness.

W. Thereafter, PERL and the Successful Bidders began negotiations for the
terms upon which the Successful Bidders would bid some or all of the Seller Indebtedness at the

subsequently scheduled Auction. Pursuant to the Sale Procedures Order, the Auction was
scheduled for December 11,2009, but given that only one bid was received, no Auction was
convened, as permitted by the Sale Procedures. The Debtors have since determined that the

Successful Bidders' Credit Bid Amount was the highest and best bid for the Beta Assets.

X. The Successful Bidders' credit bid was functionally a foreclosure sale as


the Successful Bidders acquired the Beta Assets securing the repayment of the Seller
Indebtedness in exchange for a credit on the Seller Indebtedness at a publicly conducted sale.
This process is the equivalent in the nonbanptcy context of a lender bidding a portion of its

debt to acquire collateral in a foreclosure.


Y. California Revenue and Tax Code 11926 exempts from recordation

taxes a transfer to a lender in the context of a foreclosure sale. Section 11926 exempts the
payment of recordation taxes in respect of the Successful Bidders' acquisition of

the Beta Assets

as a result of or in lieu of a foreclosure sale.

Assumption and Assie:nment of

Executorv Contracts and Unexpired Leases

Z. Subject to, and at the date and time of, the Closing of

the Sale ofthe Beta

Assets contemplated by this Order, the Debtors may assume the Assumed Executory Contracts,

as identified in the Agreement, and assign each of them to the Successful Bidders or their

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DOCS-E: I 56062.2

designees5 pursuant to 11 U.S.C. 365 free and clear of

all Encumbrances (as defined below)

except as otherwise provided in the Agreement and subject to the Assumed Beta Liabilities and

Assumed Operating Liabilties, and notwithstanding any anti-assignment clause as provided in


11 U.S.C. 365(f). The assumption and assignment of

the Assumed Executory Contracts

pursuant to the terms of this Order is integral to the Agreement and is in the best interests of the

Debtors and their estates, creditors and other paries in interest, and represents the reasonable
exercise of sound and prudent business judgment by the Debtors. Notwithstanding any finding
herein to the contrary, the Court does not make any finding with respect to whether consent of
Aera, SWEPI, and Noble (collectively, the "Previous Owners") is required for the Sale or

whether the Sale may be approved without such consent, as the Previous Owners have given

their consent to the Sale, provided the Settlement and Compromise with the Previous Owners of
their objections (as set forth below) is approved by the Court and such consent is subject to the

terms of that settlement and compromise. The Court herein approves the Settlement and
Compromise with the Previous Owners set forth below.

AA. The respective amounts set forth on the Second Amended Notice to
Counterparies to Executory Contracts and Unexpired Leases That May Be Assumed And
Assigned And Notice Identifying Buyers (the "Cure Notice") approved pursuant to the Sale

Procedures Order, and served upon each counterpary to the Assumed Executory Contracts (each
a "Counterparty"), are the sole amounts necessary under 11 U.S.C. 365(b)(I)(A) and (B) and
5

As used in connection with matters relating to the assumption and assignment of the Assumed Executory Contracts, the term "Successful Bidders" shall mean either or both of the Successful Bidders or (to the extent
permitted by the Agreement) their respective assignees.

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DOCS_DE: I 56062.2

(f)(2)(A) to cure all defaults and pay all actual pecuniary losses under the Assumed Executory

Contracts (the "Cure Amounts"). The Successful Bidders shall pay the Cure Amounts listed on
the Cure Notice for each of

the Assumed Executory Contracts in the ordinar and normal course

of business and such payment of the Cure Amounts shall be binding on all parties with respect to any defaults and pecuniary losses under the Assumed Executory Contracts.

BB. The Successful Bidders have provided adequate assurance of future


performance under the relevant Assumed Executory Contracts within the meaning of 11 U.S.C.

365(b)(1)(C), (b)(3) (to the extent applicable) and (f)(2)(B).


CC. Any objections to the assumption and assignment of any of

the Assumed

Executory Contracts to the Successful Bidders are hereby overrled. Any objections to the Cure
Amounts are resolved as set forth herein. To the extent that any counterparty failed to timely object to its Cure Amount, such counterparty and all other paries are deemed to have consented
to such Cure Amount and the assignments of its respective Assumed Executory Contracts to the
Successful Bidders.

Settlement and Compromise of

the Noble and Aera Objections

DD. Aera and Noble's objections to the Sale Motion have been resolved and
compromised by a global agreement with the Debtors and the Successful Bidders, the terms of

which are generally set forth herein, which the Cour finds are reasonable and fair to the estates,
their creditors, and the parties and hereby approves and authorizes the Debtors to implement
such global agreement in conjunction with the Sale.

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EE. The Previous Owners contend that they have certain rights and
entitlements, by virtue of their sale agreements, recorded assignments, and related documents

(collectively, the "Initial Sale Documents") by and through which the Previous Owners sold their

respective interests in the Beta Assets to the Debtors. Among the rights the Previous Owners
contend they possess are certain consent and approval rights necessary in order to complete the
Sale to the Successful Bidders, the right to protection of certain separate propert interests, and

the ability to paricipate in any restructuring or amendments to the MMS Trust Agreement and
its impact upon the MMS Supplemental Bond and certain items related thereto. The Debtors
and the Successful Bidders do not agree with many of

the Previous Owners' contentions.

However, in order to effectuate the Sale on the terms specified in the Agreement, the Debtors
and the Successful Bidders acknowledge and agree that as a condition precedent to obtaining the

Previous Owners' consent and authorization, the Cour shall approve the terms and conditions of

the agreement reached to resolve the Previous Owners' objections as outlined herein. The Cour
hereby finds and approves the following (collectively, the "Settlement and Compromise with the Previous Owners"), which are agreed to and stipulated by and between the Debtors, the
Successful Bidders, and the Previous Owners:

1. The Debtors are authorized to enter into and take the necessary steps to
consumate the Settlement and Compromise with the Previous Owners in full and final

compromise of (and to dismiss with prejudice) the two pending adversar proceedings related to
the Production Payments (as defined in the Initial Sale Documents) granted to the Previous

Owners, Aera Energy, LLC v. Pacifc Energy Resources, Ltd., Adv. No. 09-51293, and Noble
Energy, Inc., v. Pacifc Energy Resources, Ltd., Adv. No. 09-51009, (collectively, the
13
DOCS_DE:

156062.2

"Production Payment Disputes") under the following terms: (i) Debtors' payment on or before
the closing of the Sale to the respective Successful Bidders of the full principal amounts of the
Production Payments, together with all accrued interest (as computed in accordance with the provisions related to the Production Payments in the Initial Sale Documents) on such principal

amounts as follows, for Aera $6,038,489 (related to both the SWEPI and Aera Production
Payments) and for Noble $1,179,935; (ii) the Successful Bidders' deposit of

the total pre- and

post-petition accrued but unpaid funds of $333,030.94 into the Sinking Fund Trust account to

cure the defaults under the Sinking Fund Trust Agreement and their undertaking to assume and continue performing the obligations of that agreement, which relate to the SPBPC pipeline; in

retur for (iii) the Previous Owners' acknowledgement that the above-referenced payments in
regards to the Production Payment are in full and final satisfaction of the Production Payments
and that the Production Payments and all obligations related thereto are of no further force and
effect and are terminated, and the Previous Owners' release of

the Debtors, the Successful

Bidders, their respective Affliates and any subsequent title holders of the Beta Assets from and
against any further obligations under or with respect to the Production Payments, including all
claims by the Previous Owners for attorneys' fees and costs accrued at any time prior to the Sale;
and (iv) Aera's and Noble's release of

the Debtors, the Successful Bidders and their respective

Affiliates from any and all claims for accrued interest and attorneys' fees related to any and all
breaches of the Sinking Fund Trust Agreement prior to the date hereof.
2. Aera shall assign, convey and transfer, at the sole cost and risk of

the

Successful Bidders (and shall cooperate with the Successful Bidders in their preparation of all

fiings and notices necessary) so that any and all interests or rights Aera possesses in regard to
14
DOCS-E: 1 56062.2

certain FCC licenses, as more fully identified by their referenced FCC License Numbers:

WXY983 and KPD249. If such FCC licenses have not already been transferred of record, Aera
agrees to assign, convey and transfer these licenses to Successful Bidders, at their sole cost and

risk. In any event, Aera hereby agrees that it wil use reasonable commercial efforts to cooperate
with the Successful Bidders and, if the FCC licenses are not assigned, conveyed or transferred for any reason, Aera wil cooperate with the Successful Bidders in order that they can obtain the
requisite FCC licenses necessary in connection with their ownership of the Beta Assets being

acquired by the Successful Bidders, provided such assistance wil not impose material costs or
liabilities on Aera.
3. As shall be more fully detailed in documents to be executed at the closing,

the Successful Bidders (and Beta, to the extent Beta becomes the operator of the Beta Assets) (i)

shall accept and assume the rights, duties and obligations of PERL under the MMS Trust

Agreement, which relates to the MMS Supplemental Bond, and the Sinking Fund Trust
Agreement and agree that the Previous Owners shall retain all rights and security interests they

possess with respect thereto, and (ii) shall honor and continue to perform any obligations of
PERL related to the MMS Trust Agreement and the Sinking Fund Trust Agreement.

Notwithstanding any provision herein to the contrary, the Previous Owners' liens and
encumbrances on any funds or property that secure obligations to the MMS and other
governental bodies relating to the Beta Assets, including without limitation the MMS

Supplemental Bond and the MMS Trust Agreement, shall not be impacted by the assumption of
the MMS Trust Agreement (and the MMS Trust Agreement shall remain in full force and effect) or any provision of this Order and the liens and encumbrances on such assets securing
15
DOCS_DE: 1 56062.2

obligations to the MMS and other governental bodies relating to the Beta Assets, including
those subject to the trust, shall be deemed to continue to secure the rights of

the Previous Owners

to the same extent, and with the same priority as currently exists.
4. (i) The Amended and Restated Purchase and Sale Agreement by and

between Aera and PERL, dated November 1, 2006, together with its schedules and attachments,

as may have been amended and modified (the "Aera PSA"), (ii) the Purchase and Sale

Agreement by and between SWEPI LP and PERL, dated November 13,2006, together with its
schedules and attachments, as may have been amended and modified (the "SWEPI PSA"), (iii)

the Purchase and Sale Agreement by and between Noble and PERL, dated Februar 28, 2007
(the "Noble PSA"), and (iv) the Assignments and Bils of Sale delivered under the Aera PSA, the
SWEPI PSA and the Noble PSA (the "Assignments") are not executory contracts as
contemplated under Section 365 of

the Banptcy Code and, as such, may not be rejected by the


the

Debtors. The Previous Owners agree and acknowledge that, following the completion of

Settlement and Compromise with the Previous Owners and receipt and deposit of the payments

contemplated thereunder, the Previous Owners shall release and relinquish any claim that any

further debt, payment or other monetary obligation is curently due and owing as ofthe effective
date of

the Sale under the Aera PSA, the SWEPI PSA, the Noble PSA, and the Assignments,

respectively.
5. As shall be more fully detailed in documents to be executed at the closing,

in connection with and in consideration for the foregoing, the Successful Bidders shall execute

an agreement with Aera by which the Successful Bidders shall grant to Aera the benefit of
certain contractual undertakings substantially the same as those found in certain provisions of the
16
DOCS_DE: 56062.2

Aera PSA. Those sections shall consist of and be deemed only to include Sections 11.07, 11.09,
and 11.10 and Articles 18 (other than Sections 18.03(a) and (b) and 18.08) and 19 under the Aera

PSA, which in each case shall be revised and restated to reflect current facts and the passage of

time since original execution of the Initial Sale Documents. The Successful Bidders shall agree
to perform such obligations only on their own behalf and not with respect to the Debtors from

and after the effective date of closing ofthe Sale. With respect to the obligations under Sections
18.03, 18.04 (except the release and waiver provisions) and 18.05, the Successful Bidders shall

only agree to comply with these covenants for Aera only with respect to those events, actions,
occurences and incidents (or portions of such events, actions, occurences and incidents) that

occur after the effective date of the closing of their purchase of the Beta Assets, and the
Successful Bidders shall have no obligations to Aera thereunder with respect to events, actions,
occurences and incidents (or portions of such events, actions, occurences and incidents) that
occurred prior to the effective date of

the closing on the Sale. The Successful Bidders'

undertakings shall be several, not joint, pro rata to the interests they are acquiring in the Beta
Assets and Beta shall be jointly and severally liable as operator for all such obligations.

Additionally, references to "Related Agreements" shall be limited to the OCS Leases, the Unit
Agreement, the Unit Operating Agreement, the Second Unit Operating Agreement and the other
agreements listed on Exhibit B and, to the extent they are included within Section 11.07(b) of

the

Aera PSA (if at all), Exhibit N to the Aera PSA. The documentation shall also reflect the
Successful Bidders' undertaking of

the substantially similar obligations under the Noble PSA

and the SWEPI PSA that are substantially similar to those provisions in the Aera PSA and

subject to the same terms and conditions herein, in paricular Sections 9.04,9.06 and 9.07 and
17
DOCS_DE: I 56062.2

Aricles 14 and 15 of the Noble PSA and Sections 11.04, 11.06, and 11.07 and Aricles 16 and
17 of

the SWEPI PSA. It is expressly agreed that, as to the Successful Bidders, Beta and their

respective successors and assigns, these undertakings shall supersede any undertakings and
covenants in the Aera PSA, the Noble PSA, the SWEPI PSA and the Assignments and shall bind the Successful Bidders, Beta and their respective successors and assigns.
6. The Successful Bidders and the Debtors shall execute and grant to the

Previous Owners a full and as broad a release as legally permissible with respect to any and all
claims whatsoever that arose or relate, in whole or in par, to events, actions, occurences and

incidents that occurred prior to the effective date of the closing by the Successful Bidders and relate, in any respect, to the Beta Assets, the Noble PSA, the SWEPI PSA, the Aera PSA or the
transactions contemplated therein. Such release shall include full waivers and releases, including

any and all waivers and releases that appear in the Aera, Noble, or SWEPI PSAs.
7. Within 5 business days after receipt of

the Production Payments, Noble

and Aera shall withdraw the Production Payment Disputes with prejudice.

Section 363 Sale


FF. The conditions of 11 U.S.C. 363(f) have been satisfied in full; therefore,

the Debtors may sell the Beta Assets free and clear of any interest in such property, except as otherwise provided in the Agreement or this Order and subject to the Assumed Beta Liabilities
and Assumed Operating Liabilities.
GG. The Debtors are the sole and lawfl owners of

the Beta Assets. With

respect to any and all entities and persons asserting any options, pledges, security interests,

claims, equities, reservations, third pary rights, replacement liens, superpriority claims, voting
18
DOCS_DE:

156062.2

trusts or similar arangements, liens charges or other encumbrances (other than easements,
restrictive covenants, leases, overriding royalty interests, production payments, covenants that may be subsequently determined to run with the land, and licenses encumbering property owned
by the Debtors) or restrictions on or conditions to transfer or assignment of any kind (including,

without limitation, restrictions or conditions on or to the transfer, assignment or renewal of

licenses, permits registrations and authorizations or approvals of or with respect to governental


units and instrumentalities), whether direct or indirect, absolute or contingent, matured or
unatured, liquidated or unliquidated on or against the Beta Assets or the Debtors (collectively,

the "Encumbrances"), except as otherwise provided in the Agreement and subject to the
Assumed Beta Liabilities and Assumed Operating Liabilities, either (i) such person or entity has
consented to the sale and transfer, license and assignment, as applicable, free and clear of

its

Encumbrance, with such Encumbrance to attach to the net proceeds of such sale and transfer,

license and assignment, as applicable, respectively, (ii) applicable nonbankuptcy law permits
sale of

the assets free and clear of such Encumbrance, (iii) such Encumbrance is in bona fide

dispute, (iv) such person or entity could be compelled, in a legal or equitable proceeding, to

accept a money satisfaction of such Encumbrance, (v) Buyer is obligated to obtain governental
or regulatory approval after the Sale, or (vi) in the case of

the Previous Owners, such person or

entity has consented to the sale and transfer, license and assignment, as applicable, subject to the terms of the Settlement and Compromise with the Previous Owners contained herein.

HH. The Successful Bidders would not have entered into the Agreement and
would not consummate the transactions contemplated thereby if the sale of the Beta Assets to the
Successful Bidders, the assumption, assignment and sale of the Assumed Executory Contracts to
19
DOCS_DE:156062.2

the Successful Bidders, and the assumption of the Assumed Beta Liabilities and Assumed
Operating Liabilities by the Successful Bidders were not, except as otherwise provided in the

Agreement, this Order, and the Settlement and Compromise with the Previous Owners, and
subject to the Assumed Beta Liabilities and Assumed Operating Liabilities, free and clear of all
Encumbrances of any kind or nature whatsoever, or if

the Successful Bidders would, or in the

future could (except as provided in the Agreement or any amendments, and this Order, the Settlement and Compromise with the Previous Owners, and subject to the Assumed Beta Liabilities and Assumed Operating Liabilities), be liable for any of such Encumbrances or other
future liabilities arising out of past conduct of the Debtors or the Debtors' past ownership of the Beta Assets.
II. The Successful Bidders are not purchasing all of the Debtors' assets. The

Successful Bidders are only purchasing the Beta Assets and are not purchasing any assets other

than the Beta Assets, to the extent set forth in the Agreement. The Beta Assets do not include
the Excluded Items, as defined in the Agreement. The Excluded Items shall remain subject to

existing Encumbrances, if any.


n. The Successful Bidders are assuming the Assumed Beta Liabilities and the

Assumed Operating Liabilities, as set forth in the Agreement, together with those liabilities as reflected in the Settlement and Compromise with the Previous Owners, and are not assuming any
obligations other than the Assumed Beta Liabilities, the Assumed Operating Liabilities, and the
Settlement and Compromise with the Previous Owners.

KK. The Debtors are assuming and assigning to the Successful Bidders the
Assumed Executory Contracts in accordance with the terms of the Agreement and are not
20
DOCS_DE: 1 56062.2

assuming and assigning any executory contracts or leases other than the Assumed Executory
Contracts.

LL. Given all of the circumstances of the Debtors' Chapter 11 cases and the
adequacy and fair value of the purchase price under the Agreement, the proposed sale of the Beta
Assets to the Successful Bidders constitutes a reasonable and sound exercise of the Debtors'

business judgment and should be approved.

Notice
MM. Notice of

the Auction and Sale Hearing was reasonably calculated to

provide all interested paries with timely and proper notice of the Sale, Sale Hearing and
Auction.

NN. As evidenced by the affidavits of service previously filed with the Cour,
proper, timely, adequate, and sufficient notice of

the Sale Motion, Auction, Sale Hearing, the

Sale and the transactions contemplated thereby, including without limitation, the assumption and

assignment of the Assumed Executory Contracts to the Successful Bidders, has been provided in

accordance with the Sale Procedures Order, 11 U.S.C. 105(a), 363 and 365, and Banptcy
Rules 2002, 6004, 6006, 9007 and 9008. The notices described above were good, sufficient, and
appropriate under the circumstances, and no other or further notice of

the Sale Motion, Auction,

Sale Hearing, the Sale or the assumption and assignment of the Assumed Executory Contracts to

the Successful Bidders is or shall be required.

00. A reasonaole opportity to object and be heard with respect to the Sale,
the Sale Motion, and the relief requested therein (including the assumption and assignment of

21
DOCS-E: 1 56062.2

Assumed Executory Contracts to the Successful Bidders and any cure costs related thereto and
the entry of

this Order), has been afforded to all interested persons and entities.

Miscellaneous
PP. Time is of the essence in consumating the Sale. In order to maximize
the value of

the Beta Assets, it is essential that the Sale occur promptly, and within the time

constraints set forth in the Agreement. Accordingly, there is cause to lift the stays contemplated

by Bankuptcy Rules 6004(h) and 6006(d).


QQ. All findings of

fact and conclusions oflaw anounced by the Cour at the

Sale Hearing are hereby incorporated herein

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND


DECREED THAT:
1. All objections to the Sale Motion or the relief requested therein that have

not been withdrawn, waived, or settled as anounced to the Cour at the hearing on the Sale
Motion or by stipulation fied with the Cour, and all reservations of rights included therein, are,
except as provided in other orders of the Court, hereby overruled on the merits or the interests of
such objections have been otherwise satisfied or adequately provided for.
2. The Agreement and TSA and all other documents attached as exhibits to

the Agreement and TSA (substantially in the form thereof) are hereby approved in all respects, and shall be deemed in full force and effect, binding and benefiting the Debtors and the
Successful Bidders and their respective assigns or designees.
3. The Debtors are authorized and empowered to execute and deliver to the

Successful Bidders the Agreement and the other agreements contemplated thereby (including,
22
DOCS_DE:156062.2

without limitation, the TSA) and contemplated by this Order, including those reflected in the

Settlement and Compromise with the Previous Owners, and to implement and consummate all of
the transactions and perform all obligations contemplated by this Order, the Settlement and Compromise with the Previous Owners, and the Agreement, including, without limitation, to sell the Beta Assets to the Successful Bidders and to assume and assign to the Successful Bidders the

Assumed Executory Contracts, all on the terms of the Agreement, for the purchase price set forth

therein (subject to any adjustments set forth therein), and determined in accordance with the

Agreement. The Debtors are authorized and empowered to deliver deeds, bils of sale,
assignments and other such instruents and/or documentation that may be necessary or

requested by the Successful Bidders in accordance with the terms of

the Agreement to evidence

the transfers required or otherwise contemplated by the Agreement.


4. The Debtors are hereby authorized to execute and deliver the releases,

documents and take such other steps as necessary to effectuate the terms of the Settlement and Compromise with the Previous Owners, including making the payments set forth therein, and

resolution ofthe objections of Aera and Noble, as more fully set forth in paragraphs DD through

EE (including subpars 1 through 6) herein. Moreover, the Settlement and Compromise with the
Previous Owners of

the Aera and Noble objections, the adversary proceedings, and all provisions

therein, are fair and reasonable to the estates, their creditors and within the sound business

judgment of the Debtors.


5. The Debtors are hereby authorized to take any and all actions necessary to

consumate the Agreement and the Settlement and Compromise with the Previous Owners,

23
DOCS-E: 1 56062.2

including any actions that otherwise would require fuher approval by shareholders, members,
or their board of directors without the need of obtaining such approvals.
6. Upon the Closing, the Successful Bidders shall take title to and possession
of

the Beta Assets in accordance with and subject to the Agreement, Assumed Beta Liabilties

and Assumed Operating Liabilities (collectively, the "Assumed Liabilities"). Pursuant to 11 U.S.C. 363(f) and the Agreement, including any amendments thereto, with the exception of
such Assumed Beta Liabilities and Assumed Operating Liabilities (including, with respect to
Silver Point, the Assumed Secured Debt) or as otherwise contemplated by the Agreement, the

transfer of title to the Beta Assets and the Assumed Executory Contracts is free and clear of any interest and free of all Encumbrances, including, any options, pledges, security interests, claims,

equities, reservations, third pary rights, voting trusts or similar arangements, liens, charges or
other encumbrances (other than easements, restrictive covenants, leases, overriding royalty
interests, production payments, covenants running with the land, and licenses encumbering

property owned by the Debtors) or restrictions on or conditions to transfer or assignment of any

kind (including, without limitation, restrictions or conditions on or to the transfer, assignment or


renewal of licenses, permits registrations and authorizations or approvals of or with respect to

governental units and instrumentalities, expect as contemplated under the Agreement), whether
direct or indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated on or
against the Beta Assets or the Debtors. Notwithstanding the foregoing, all

liens on the Beta

Assets in favor of the Successful Bidders or their predecessors with respect to the Seller
Indebtedness shall continue in full force and effect in favor of Silver Point, solely on the Beta Assets acquired by Silver Point and with respect to the Assumed Secured Debt assumed by
24
DOCS_DE: 1 56062.2

Silver Point, as and to the extent provided in Paragraph 17 of

this Order. Except for the

Assumed Beta Liabilities and the Assumed Operating Liabilities or as otherwise contemplated by

the Agreement, the Settlement and Compromise with the Previous Owners, and this Order, all
Encumbrances shall attach solely to the net proceeds of the sale with the same extent, validity

and priority as they attached to the Beta Assets immediately prior to the Closing. The Successful
Bidders shall not be required to seek or obtain relief

from the automatic stay under 11 U.S.C.

362 to enforce any oftheir remedies under the Agreement or any other Sale-related document.
The automatic stay imposed by 11 U.S.C. 362 is modified solely to the extent necessary to
implement the preceding sentence and the other provisions of this Order.
7. Except as otherwise set forth in the Agreement and this Order, the

Successful Bidders are not expressly or impliedly agreeing to assume any of the Debtors'

liabilities, the transactions contemplated by the Agreement do not amount to a consolidation,

merger or a de facto merger of the Debtors and the Successful Bidders, the Successful Bidders
are not a mere continuation of the Debtors nor do the Successful Bidders constitute successors to
the Debtors, and the transactions contemplated by the Agreement are not being entered into

fraudulently or in order to escape liability for the Debtors' debts.


8. This Order shall be binding in all respects upon the Debtors, their estates,

all creditors of, and holders of equity interests in, any Debtor, any holders of

Encumbrances on

the Beta Assets (whether known or unkown), all owners of easements, restrictive covenants,
leases, overriding royalty interests, production payments and licenses encumbering property
owned by the Debtors, all non-Debtor parties to the Assumed Executory Contracts, the Previous

Owners, the Successful Bidders, all successors and assigns of the Successful Bidders, each
25
DOCS_DE:156062.2

Debtor and its respective affiiates and subsidiaries, the Beta Assets and any trstees, if any,
subsequently appointed in the Debtors' Chapter 11 cases or upon a conversion to Chapter 7 under

the Banptcy Code of any of the Debtors' cases. This Order and the Agreement, including the
Debtors' obligations under the TSA, shall inure to the benefit of the Debtors, their estates, their

creditors, the Previous Owners, the Successful Bidders and their respective successors and
assigns, including but not limited to Beta.
9. As provided for under the TSA, during the PERL Services Term (as such

term is defined in the TSA), PERL is hereby ordered to take all action necessary to maintain in
full force and effect and hold in trust for the benefit of the Successful Bidders, the Previous Owners, and Beta, the MMS Supplemental Bond, and any other bonds posted by or at the request
of

PERL (collectively, the "Bonds"), including surety bonds and bonds for plugging,

abandonment, decommissioning, removal and restoration obligations, together with any U.S.

Treasury notes or other investment securities, trust accounts, cash or other collateral that may be

posted, held or pledged pursuant thereto, whether by PERL or its predecessors in interest, and
whether held directly by PERL or by a Governental Entity or other Third Pary, including those

listed on Schedule 1.63 of the Agreement. Following the discontinuation or termination of the
PERL Services pursuant to the TSA, PERL is hereby ordered to deliver to Beta, at Beta's sole cost and expense, (i) each such Bond and all such underlying security or other collateral or (ii) to

the extent PERL is not permitted to transfer a Bond, all underlying security or other collateral
with respect to such Bond so that Beta may obtain a replacement Bond.
10. Except for the Assumed Beta Liabilities and the Assumed Operating

Liabilities and the Wind-Down Amount, or as otherwise provided for in this Order or the
26
DOCS-E: i 56062.2

Agreement, or the Settlement and Compromise with the Previous Owners, the Successful
Bidders shall not have any liability or responsibility for any liability or other obligation of

the

Debtors arising under or related to the Beta Assets. Without limiting the generality of the
foregoing, and except as otherwise specifically provided herein, in the Agreement, or the
Settlement and Compromise with the Previous Owners, the Successful Bidders shall not be liable

for any claims against the Debtors or any of their predecessors or affliates, whether known or

unkown as of the Closing Date, now existing or hereafter arising, whether fixed or contingent,
with respect to the Debtors or any obligations of the Debtors arising prior to the Closing, whether
relating to or arising out of

the Business, the Excluded Items or the Beta Assets or otherwise,

other than the Assumed Beta Liabilties and the Assumed Operating Liabilities and the WindDown Amount. Upon the Closing, the Debtors' estates shall take title to and possession of

the

Wind-Down Amount fully fuded by the Successful Bidders. Any residual resulting from
unused amounts under the Wind-Down Budget shall revert to the Debtors' estates; provided,
however, that to the extent any portion of

the $3,618,000 in success and transaction fees is

disallowed, such disallowed amounts shall revert, pro rata, to the Successful Bidders.
11. Subject to, and at the time of, the Closing, the Debtors are authorized to

assume and assign each Assumed Executory Contract to the Successful Bidders free and clear of
all Encumbrances, except as otherwise provided in the Agreement and subject to the Assumed

Liabilities. The payment of Cure Amounts (if any) shall (a) effect a cure of all defaults existing
thereunder as of the Closing Date, (b) compensate for any actual pecuniary loss to such non-

Debtor pary resulting from such default, and (c) together with the assumption of the Assumed
Executory Contracts by the Successful Bidders, constitute adequate assurance of future
27
DOCS_DE:156062.2

performance thereof. The Successful Bidders shall then have assumed the Assumed Executory
Contracts and, pursuant to 11 U.S.C. 365(f) and 365(k), the assignment by the Debtors of

such Assumed Executory Contracts shall not be a default thereunder. After the payment ofthe
relevant Cure Amounts, neither the Debtors nor the Successful Bidders shall have any further
liabilities to the non-Debtor parties to the Assumed Executory Contracts other than the
Successful Bidders' obligations under the Assumed Executory Contracts that become due and

payable on or after the Closing Date, or otherwise pursuant to the Assumed Beta Liabilities and
Assumed Operating Liabilities, except as otherwise provided in the Settlement and Compromise

with the Previous Owners, this Order, or the Agreement, and subject to the Assumed Beta

Liabilities and Assumed Operating Liabilties.


12. Any provisions in any Assumed Executory Contract that prohibit or

condition the assignment of such Assumed Executory Contract or allow the pary to such
Assumed Executory Contract to terminate, recapture, impose any penalty, condition on renewal

or extension or modify any term or condition upon the assignment of such Assumed Executory Contract, constitute unenforceable anti-assignment provisions that are void and of no force and

effect. All other requirements and conditions under 11 U.S.C. 363 and 365 for the
assumption by the Debtors and assignment to the Successful Bidders of the Assumed Executory

Contracts have been satisfied. Upon the Closing, in accordance with 11 U.S.C. 363 and 365,
the Successful Bidders shall be fully and irrevocably vested with all rights, title and interest of
PERL under the applicable Assumed Executory Contracts.
13. The failure of the Debtors or the Successful Bidders to enforce at any time

one or more terms or conditions of any Assumed Executory Contract shall not be a waiver of
28
DOCS_DE: i 56062.2

such terms or conditions, or of the Debtors' and Successful Bidders' rights to enforce every term

and condition of the Assumed Executory Contracts.


14. Upon the Closing and the payment of

the relevant Cure Amounts by the

Successful Bidders, the Successful Bidders (as applicable) shall be deemed to be substituted for PERL as a party to the applicable Assumed Executory Contracts and the Debtors shall be
relieved from all

liability on such Assumed Executory Contracts as set forth in the Agreement.


15. The Successful Bidders have provided adequate assurance of

future

performance under the relevant Assumed Executory Contracts within the meaning of 11 U.S.C.

365(b)(1 )(C), 365(b)(3) (to the extent applicable) and 365(f)(2)(B).

16. There shall be no rent accelerations, assignment fees, increases or any


other fees charged to Successful Bidders as a result of the assumption and assignment of the
Assumed Executory Contracts.
17. Pursuant to 11 U.S.C. 105(a), 363 and 365, all paries to the Assumed

Executory Contracts are forever barred and enjoined from raising or asserting against Successful

Bidders any assignment fee, default, breach or claim or pecuniary loss, or condition to
assignment, arising under or related to the Assumed Executory Contracts existing as of the Closing or arising by reason of the Closing, except for any amounts that are Assumed Liabilities being assumed by the Successful Bidders under the Agreement, this Order or the Settlement and
Compromise with the Previous Owners.
18. Effective immediately upon the Closing, and except as to the Remaining

Claim (i) first, upon consummation of the Rise Transactions, any portions of the Seller

Indebtedness (including obligations and indebtedness arising under any ancilar loan documents
29
DOCS_DE: I 56062.2

to the Credit Agreements) owed to Rise shall be extinguished, and Rise shall cease to be a lender
with respect to any facility governing the Seller Indebtedness, except for the Excluded Interests
(defined below), (ii) second, upon consummation of

the Silver Point Transactions, any portions

of the Seller Indebtedness (including obligations and indebtedness arising under any ancilary

loan documents to the Credit Agreements) owed to Silver Point that are not par ofthe Credit Bid
Amount or the Assumed Secured Debt shall be extinguished, except for the Excluded Interests (defined below), (iii) third, the Debtors shall cease to be obligated under the Assumed Secured
Debt, and (iv) fourth, all

liens and security interests of Rise and Silver Point covering assets of

the Debtors, other than Silver Point's lien and security interest in the Beta Assets being acquired
by Silver Point and other than the security interest in the Excluded Interests, shall terminate ((i)-

the right, title


(iv) are deemed to occur in the order set forth). "Excluded Interests" means all of

and interest of any of the Successful Bidders and any of their predecessors or affiiates or any of
the Debtors' estates in (i) all payments or proceeds from insurance covering the Debtors' business

interrption and debt service and related losses resulting from the eruptions of Mount Redoubt
and related events and any refunds of insurance premiums associated with the abandonment of
operations of the Debtors' Alaska operations and assets or otherwise, (ii) any proceeds from the

sale of crude oil or other petroleum products produced from the oil fields commonly known as

Trading Bay Unit and Trading Bay Field, including without limitation those which are currently

held in a segregated interest-bearing account by order ofthis Cour dated April 28, 2009 (Docket
No. 230), other than such proceeds which are required to remain in the Pacific Energy Alaska
Operating, LLC estate pursuant to Paragraph 35 of

the Final DIP Order, (iii) all payments or

proceeds resulting from deposits made by potential purchasers of the Debtors' operations in
30
DOCS_DE: 1 56062.2

Alaska or claims relating thereto, including without limitation, Catherwood Limited and its affiliated entities, and (iv) any assets or proceeds of assets related to any Alaska properties not

otherwise bid or assumed to which the Successful Bidders, or their predecessors-in-interest or


successors-in-interest, would otherwise be entitled if

they were not bidders. As set forth in

paragraph G(iii) above, the Successful Bidders shall retain the Remaining Claim as an allowed first priority senior secured (as to the Excluded Interests only) $75,000,000 claim and as an

unsecured claim to the extent of any deficiency. As further consideration to the Debtors' estates,
the Successful Bidders are deemed to have assigned to the estates solely for the benefit of

unsecured creditors (and not to be used for any other puroses) other than Forest Oil Corporation
(or any successors or assigns thereof) any distributions on account of the Remaining Claim and all subordination rights against Forest Oil Corporation (or any successors or assigns thereof) as to any and all assets that become available to the estates other than the Excluded Interests.

Notwithstanding anything to the contrary herein, no portion ofthe Wind-Down Amount shall be
used to investigate, pursue or prosecute any rights associated with the Excluded Interests, except
as may be necessary to furher the Debtors' estates' interests in item (ii) above regarding proceeds
from Trading Bay Unit and Trading Bay Field.
19. The Successful Bidders are good faith purchasers within the meaning of

11 U.S.C. 363(m) and, as such, are entitled to the full protections of 11 U.S.C. 363(m).

20. The Successful Bidders have given substantial consideration under the
Agreement for the benefit of the Debtors, their estates and creditors. The consideration given by
the Successful Bidders shall constitute valid and valuable consideration for the releases of any potential claims and liens pursuant to this Order, which releases shall be deemed to have been
31
DOCS-E: 1 56062.2

given in favor of the Successful Bidders by all holders of liens against or interests in, or claims

against any of the Debtors or any of the Beta Assets, other than holders of liens or claims relating

to the Assumed Beta Liabilities and the Assumed Operating Liabilities or the Previous Owners

under the Settlement and Compromise with the Previous Owners set forth herein. The
consideration provided by the Successful Bidders for the Beta Assets under the Agreement is fair
and reasonable and accordingly the purchase may not be avoided under 11 U.S.C. 363(n).
21. Pursuant to Banptcy Rules 7062, 9014, 6004(g) and 6006( d), this

Order shall be effective immediately upon entry and the Debtors are authorized to effect the

Closing of the Sale immediately upon entry ofthe Sale Order.


22. This Order is and shall be binding upon and govern the acts of all entities,

including, without limitation, all filing agents, fiing officers, title agents, title companies,
recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies,

governental departments, secretaries of state, federal and local officials, and all other persons
and entities who may be required by operation oflaw, the duties of

their office, or contract, to

accept, fie, register or otherwise record or release any documents or instruments, or who may be
required to report or insure any title or state of title in or to any lease; and each of the foregoing

persons and entities is hereby directed to accept for filing any and all of the documents and
instruents necessary and appropriate to consumate the transactions contemplated by the

Agreement.
23. California Revenue and Tax Code 11926 exempts from recordation

taxes a transfer to a lender in the context of a foreclosure sale. Section 11926 exempts the
payment of recordation taxes in respect of the Successful Bidders' acquisition of

the Beta Assets.

32
DOCS_DE: I 56062.2

24. The Original Certificate is hereby cancelled and a new stock certificate for

SPBP shall be issued to the Successful Bidders in the requisite Buyer Percentages as provided
for under the Agreement.
25. This Order constitutes authorization under all applicable jurisdictions'
versions of

the Uniform Commercial Code for the Successful Bidders to fie UCC termination

statements with respect to all security interests in or liens on the Beta Assets.
26. The failure specifically to include any paricular provision of

the

Agreement or TSA in this Order shall not diminish or impair the effectiveness of such provision,

it being the intent of the Cour that the Agreement and TSA be authorized and approved in their
entirety.

27. This Court shall retain jurisdiction to, among other things, interpret,

implement, and enforce the terms and provisions of this Order and the Agreement, all
modifications thereto and any waivers and consents thereunder and each of

the agreements

executed in connection therewith to which the Debtors (or any of

them) are a pary or which has


necessary, any

been assigned by the Debtors to the Successful Bidders, and to adjudicate, if

and

all disputes concerning or relating in any way to the Sale. For the avoidance of doubt, the
Successful Bidders and their respective predecessors-in-interest shall maintain the rights to any
proceeds of Excluded Interests as such rights existed immediately prior to entry of

this Order,

and any such proceeds of Excluded Interests received by the Successful Bidders and/or Debtors shall be distributed by the Successful Bidders and/or Debtors, as applicable, in accordance with

the respective agreements governing such Seller Indebtedness as they existed immediately prior
to the entry of this Order.
33
DOCS_DE: 156062.2

28. Upon entry of

this Order, all Seller Indebtedness (including obligations

and indebtedness arising under any ancilar loan documents to the Credit Agreements)
remaining after application of the Credit Bid Amount other than the Assumed Secured Debt, and

any documents evidencing any Seller Indebtedness (including ancilary loan documents to the
Credit Agreements) other than documents evidencing the Assumed Secured Debt (as to which
Silver Point, and not the Debtors, shall be the obligor), shall be extinguished and terminated;

provided, however, that the Successful Bidders and their respective predecessors-in-interest shall maintain, through the Remaining Claim, the rights to any proceeds of Excluded Interests as such
rights existed immediately prior to entry of this Order, and any such proceeds of

the Remaining

Claim received by the Successful Bidders and/or Debtors shall be distributed by the Successful

Bidders and/or Debtors, as applicable, in accordance with the respective agreements governing
such Seller Indebtedness as they existed immediately prior to entry of this Order.
29. The provisions of Bankuptcy Rules 6004(g) and 6006( d) shall not apply

to stay consummation of the Sale of the Beta Assets to the Successful Bidders under the Agreement, as contemplated in the Sale Motion and approved by this Sale Order, and the Seller
and the Successful Bidders are hereby authorized to consumate the transactions contemplated
and approved herein immediately upon entry of

this Sale Order.


the Creditors' Committee's objections to the Sale and the

30. In resolution of

Creditors' Committee's support of

the Sale, the Successful Bidders shall, prior to or at the date


the Sale of

and time of

the Closing of

the Beta Assets contemplated by this Order, pay the sum of

$1,400,000 into a trust account designated by the Debtors for the sole and exclusive benefit of,
and ultimate distribution to, holders of allowed general unsecured claims against the Debtors'
34
DOCS -E: I 56062.2

estates. Such amount shall be, for avoidance of doubt, irrevocable and free and clear of all

liens,

claims and other interests of any kind or nature whatsoever, including any and all claims of

the

Successful Bidders, and shall be in addition to the Wind-Down Amount otherwise funded
pursuant to this Order.

31. To the extent that any provisions of this Order shall be inconsistent with

the provisions in the Agreement, TSA or any related instruent or document, any prior order, or
any pleading with respect to the motions in this case, the terms of this Order shall control.

Dated: December 23,2009


Honorable Kevin 1. Carey

United States Bankptcy Judge

35
DOCS_DE:

156062.2

EXHIBIT A

Court Summary

Pacific Energy Resources ltd.


Wind-Down Summary of Sources and Uses

Sources of Cash Beginning Cash Excess Funding from Aera/Noble Segregated Accounts Additional Lender Wind-down Funding Total Company Sources
Uses of Cash
Success and Transaction Fees

$ 895,500
396,006 11,938,402 13,229,908

(AI

(6)

Zolfo Success Fee


Beta Transaction Fees
Alaska Transaction Fees

Employee Beta Incentive Plan Total Success and Transaction Fees

1,000,000 2,050,000 300,000 268,000 3,618,000

Accrued but unpaid professional fees Wind-down professional fees


Administrative and Priority Claims

Employee Costs
G&A Expenses

Contingency

4,578,664 1,854,000 1,576,000 473,743 129,500 1,000,000


13,229,908
$

(e

(D)

(E)

Total Company Uses

Net Sources and Uses

Footnotes

(A) Beginning cash balance reflects cash that wil not be swept by the Lenders at closing and is meant to cover certain remaining Alaska disbursements and outstanding checks.
(6) Lenders will fund the remainder of the wind-down budget at closing. Additionally, Lenders will fund $1.4 million to a separate account for the benefit of the unsecured creditors.

(C) Professional Fees are shown net of advances held by professionals. (D) Represents cost associated with the wind-down efforts (El Includes cost associated with wind-down efforts and payout of accrued vacation upon termination.

Court Summary
Page 1 of 3

12/22/2009

Wind-down Professional Fees

Pacific Energy Resources Ltd.


Wind-Down Budget
Professional Fees to Administer the Wind-Down
Dec-09
Jan-1O

Feb-10

Mar-10

Apr-1O

May-10

Jun-1O

(A)

Total

Pachulski, Stang, Ziehl & Jones


Rutan & Tucker

Steptoe
Pepper Hamilton

35,000 5,000 15,000 6,000 61,000


10,000 5,000

175,000 25,000 75,000 30,000

100,000 20,000 60,000 25,000

100,000 20,000 60,000 25,000

100,000 20,000 60,000 25,000

100,000 20,000 60,000 25,000

100,000 20,000 60,000 25,000 205,000

710,000 130,000 390,000 161,000 1,391,000


110,000 55,000
(B)

Total Legal Fees


Zolfo Cooper

305,000
50,000 25,000 30,000 10,000 50,000

205,000
50,000 25,000 30,000 10,000

205,000

205,000

205,000

Deloitte
AMS/PAR (JIB Audit) Omn; Management

Fee Auditor
Windes & McClaughry Loeb & Loeb

6,000 2,000

30,000 10,000

30,000 10,000

30,000 10,000

30,000 10,000

186,000 62,000 50,000

Total Financial and Other Fees


Total
$

23,000

165,000
$

115,000
$

40,000
$

40,000
$

40,000
$

40,000
$

463,000
$

84,000

470,000

320,000

245,000

245,000

245,000

245,000

1,854,000

Footnotes: (A) The budget above is based on a forecast through June 2010. To the extent more time is required, no additional funding is expected to be necessary.
(B) The total

legal fees by activity are estimated as follows:

Bankruptcy Administration $ 329,667

Claims Management 488,241

Plan/Disclosure Statement 329,667

Total $ 1,391,000

Litigation 243,425

Wind-down Professional Fees Page 2 of 3

12/22/2009

Pacific Energy Resources, Ltd. Detailed Professional Fee Payment Summary

March
Debtor Professionals
DeGolyer and MacNaughton Accrued
Paid

~~
35,521 20,000 5,055 5,055

Accrued Professional Fee Detail

June

-l ~ September October

November December

Retainers

Total

54,605 20,000

2.061 2,061

97,242 47,116

Jensen Lunny Accrued


Paid

36,892 36,892

36,892 36,892

33,751 33,751

9,075

9,075

9,075

13,000

15,000

5,000

5,000

(23,974)

148,787 107,535

JIB Auditors Accrued Paid Lazard Accrued


Paid

95.920 95.920

95.920 95.920
114,043 94,043

31.790 31,790
67,167 54,370 33,542 33,542
12,825 12,825

31,790 31.790

100,918 100,918

101.225 81,225

100,808 80,808

100,000

50,000

50,000

50,000

(50,000)

680,575 420,575
134,333 108,740

Meyers, Norrs, Penney


Accrued
Paid Milstream Energy LLC A

67,167 54,370
37,574 37,574 21,894 20,000
15,688 15,688

Accrued
Paid Netherland Sewell

55,826 55,826
19,404 19,404

52,616 42,680
10,729 10,729

10,776 8,621

10,324 8,569

5,000

5.000

5,000

20,550

236,208 186.812

Accrued
Paid

64,852 62,958
15,179 15,179

Omni Management Accrued


Paid

21,876 21,876
252,925 252,925
104.122 104,122

30,499 30,499

39,363 39.363
363,981 293,838 148,864 119,131 109,076 87,340
400,21 I 400,211

3,927 3,927

5,180 5,180

18,270 18,270

16,692

20,000

186,673 149,981

Pachulski Stang Ziehl & Jones LLP


Accrued Paid

391,327 391,327
135,080 135,080
104,451 104,451

312,032 312,032
120,524 120,524

514,045 429,083

502,607 411,860
145,315 116,324

275,387 225,509
90,431 72,367

220,153

400,000

400,000

(325,000)

3,307,457
2,3 I 6,574

Rutan & Tucker LLP Accrued


Paid

327,577 262.582
220,170 176,268 389,912 389,912

68,540

92,578

200,000

(16,756)

1,416,274 930,130
1,282,100 673,329

Schully, Roberts Accrued


Paid Zolfo Cooper A

89,463 89,463

96,284 96,284

149,340 119,522

102,016

81,066

150,000

200,000

(19,767)

Accrued
Paid

308,406 308,406

444,318 444,318

410,780 410,780

287,042 287,042

196,298

121,624

70,000

150,000

2,778,592 2,240,669

.nir:llll'1"'flIJoIL.
Andrews Kurt LLP
Accrued
Paid

78,529 78,529
12,562 12,562

5,641 5.641

128,964 128,964

26,962 26,962
9,921 9,921

24,475 24,475

264,570 264,570
65,696 65,696

Ashby & Geddes Accrued


Paid

15,388 15,388

2,259 2,259
97,196 97.196
6,624 6.624

5,796 5,796

10,078 10,078

9,692 9,692
127,146 127,146
14.060 14,060

Bingham
Accrued Paid

256,745 256,745
8,244 8,244

186,029 186,029
14.736 14,736

147,807 147,807

472,267 472,267
3,041 3,041

149,620 149,620
1,484 1,484

57.996 57,996
3,409 3,409

50,000

1,544,805 1,494,805
60,965 60,965

Birch, Horton, Bitter and Cherat


Accrued
Paid

9,367 9,367

Haynes and Boone Accrued


Paid

176,000

350,000

526,000

Reed Ferrl
Accrued
Paid

764 764
196,121

21,794 21.794
82,000
82 000

28,964 28,964 82,000


82 000

24,969 24.969
113,492 543,381

2,820 2,820

79,310 79,310

Skadden Accrued
Paid

338,206

99,074

196121

113492

543381

338206

99074

99,074 99 074

150,000

350,000

2,053,348

1553348

Ci editor. Committee Pi ofessionals Steptoe


Accrued
Paid

132,813 132,813
15,943 15,943

146,744 146,744

131,381 131,381

115,088 93.234

140,511 114,103

25,181

13,989

7,711

75,000

75,000

863,418 618,276
148,987 107,648

Pepper Hamilton Accrued


Paid

36,688 36,688 73,742 73,742

17,605 17,605

20,014
16,011

18,065 14,743

8,241

6,444

6,569

9,420

10,000

6,659
2,823
10,000

Deloitte Accrued
Paid

73,742 73,742

22,204 22,204

29,742 24,324

16,708

228,962 194.012

..IUi
US Trustee

Accrued
Paid

21,133 21,133

12,814 12,814

12,814 12.814

12,814 12,814

13,683 13,683

13,683 13,683

13,683 13,683

15.000

15,000

15,000

145,625 100,625

Fee Auditor
Accrued
Paid

826 660

28,225 22,589

9,409 7,542

4,644 3.742

13 ,989

25,000

82,093 34,533

Total
Accrued Paid Unpaid

1,810,208 1,917,278 1,586,121 1.812,209 2,948,302 1,815,604 1,105,285 774,055

1,278,679 1,880,550 (435,497)

1,762,806 1.887,067 ~ ~ 2,676,609 1,599.996 ~ ~


47,402 30,211 191,898 271,693 215,608 506,556 591,565
1,278,679 1,880,550 (435,497)

16,492,793 11,914,129

4,578.664

Footnote Transaction and success fees for Beta are not included in the above figures
Certain accrued fees above are estimated amounts.

3013

12/22/2009

EXHIBIT 2

IN THE UNITED STATES BANUPTCY COURT


FOR THE DISTRICT OF DELAWAR

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., 1) Case No. 09-10785 (KJC)

Debtors. )

) (Jointly Administered)
) Related Docket No. 584

ORDER (A) DISMISSING THE CHAPTER 11 CASE OF SAN PEDRO BAY PIPELINE COMPANY CONDITIONED UPON SALE OF STOCK BY PACIFIC ENERGY RESOURCES LTD. AND (B) APPROVING RELEASES OF CLAIMS BETWEEN SAN PEDRO BAY PIPELINE COMPANY AND THE OTHER DEBTORS
Upon consideration of the Debtors' Motion for Order (A) Dismissing the Chapter

11 Case of San Pedro Bay Pipeline Company Conditoned Upon Sale of Stock by Pacifc Energy
Resources Ltd. and (b) Approving Releases of

Claims between San Pedro Bay Pipeline Company

and the Other Debtors (the "Motion"), the Court having convened a hearing on the Motion and
finding that due and suffcient notice of the Motion having been given under the circumstances;

and it appearing that the Court has jurisdiction over this matter pursuant to 28 US.c. 157 and
1334 and this is a core proceeding under 28 US.C. 157(b)(2); and after due deliberation,
dismissal being in the best interests of the San Pedro Bay Pipeline Company, its estate and its

creditors under 11 US.C. 350(a)(1) and 1112(b); and sufficient cause appearing therefore
pursuant to 11 US.C. 1112(b), it is hereby

i The Debtors in these cases, along with the last four digits of each ofthe Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

the Debtors is 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS_LA:204671.9

ORDERED, ADJUDGED and DECREED as follows:2


1. The Motion is hereby GRATED.
2. The chapter 11 case (the "Case") of debtor San Pedro Bay Pipeline

Company shall be dismissed upon the closing of

the sale of

its stock (the "Stock") to a buyer by

debtor Pacific Energy Resources Ltd., as authorized by separate Order ofthis Court. Upon the
closing of the sale of the Stock, the Debtors shall advise the Court by filing a notice, upon which filing the approval of the relief requested in the Motion shall become effective and the Case shall
hereby be dismissed.
3. Each of

the Debtors is hereby authorized to execute and deliver waivers

and releases of claims against each other, as contemplated by the Sale Motion and the
Agreement, at any closing of the sale of the Beta Assets.
4. The Debtors reserve the right to withdraw the Motion at any time prior to

a Closing of the sale of the Stock by filing a notice of withdrawal with this Court
notwithstanding the entry of this Order and this Order shall thereupon have no force or effect.

Date:

,2009
The Honorable Kevin J. Carey

United States Bankptcy Judge

2 Capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the

Motion.

68773-002\DOCS_LA:204671.9