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IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWARE
Chapter 11

)
)

PACIFIC ENERGY RESOURCES LTD., et al., i )

Debtors. )

Case No. 09-10785(KJC) (Jointly Administered)
Related Docket Nos. 18 & 42 & 413

Deadline for Objections: May 27, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: June 3, 2009 at I :00 p.m. prevailng Eastern time

AMENDED CERTIFICATION OF COUNSEL WITH RESPECT TO FINAL ORDER PURSUANT TO 11 U.S.C.
SECTIONS 105,361,362,363,364,365 AND 507: (1) APPROVING SENIOR

SECURED SUPERPRIORITY POSTPETITION FINANCING; (2) AUTHORIZING USE OF CASH COLLATERAL; (3) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (4) GRANTING ADEQUATE PROTECTION: (5) MODIFYING AUTOMATIC STAY
On March 9,2009, Pacific Energy Resources, et aL. (the "Debtors") filed Debtors'
Motion To Approve Interim and Final Orders Pursuant to 11 Us.e. Sections 105,361,362,363,
364, 365 and 507: (1) Approving Senior Secured Super

priority Postpetition Financing; (2)

Authorizing Use of

Cash Collateral; (3) Granting Liens and Providing Superpriority

Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifing Automatic

Stay; and (6) Scheduling a Final IIeal'ing (Docket No. 18) (the "Motion"). On March 10,2009
the Court entered an Interim Order (the "Interim Order") approving the Motion (Docket No. 42).

In response thereto the following objections were fied by: (i) Union Oil
Company of California (Docket No. 178); (ii) Aera Energy LLC (Docket No. 282); (iii) Noble
Energy, Inc. (Docket No. 286) and (iv) Official Committee of

Unsecured Creditors (Docket No.

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 the Debtors is ILL W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng 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

385).

A hearing on the Motion was held June 3, 2009. The Debtors have prepared a

revised final order which reflects the rulings of the Cour and agreements between the paries. A
copy of the proposed revised final order is attached hereto as Exhbit A. A blackline of

the order

is attached hereto as Exhibit B.

The Debtors respectfully request that the Court enter the attached form of
proposed revised final order at its earliest convenience.

Should the Cour have any questions regarding the proposed revised final order,
the Debtors stand ready to respond.
Dated: June 4, 2009

PACHULSKI STANG ZIEHL & JONES LLP

, a's Jones (DE Bar No. 2436) Ira D. arasch (CA Bar No. 109084)

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

Facsimile: 310/652-4400
Email: lionesêpszilaw.com

ikharaschêpszi law.com smcfarlandêpszi law.com

rsaundersêpszilaw.com ioneilêpszilaw.com kmakowskiêpszilaw.com
Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS_DE: 149068. 1

2

EXHIBIT A

42125-001 \DOCS_DE:6375. 1

In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Chapter 11

)

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. ))
)

Case No. 09-10785 (KC) (Jointly Administered)
Related Docket No. 18

FINAL ORDER PURSUANT TO 11 U.S.C. §§ 105,361,362,363,364,365 AND 507: (1) APPROVING SENIOR SECURED SUPERPRIORITY

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:
THIS MATTER having come before the Cour upon the motion (the "DIP
Motion") of

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

chapter 11 cases (collectively, with any Successor Cases, the "Cases"), pursuant to sections 105,
361,362,363, 364(c)(I), 364(c)(2), 364(c)(3), 365 and 507 of title 11 of

the United States Code,

11 U.S.C. §§ 101 et seq. (as amended, the "Banptcy Code"), Rules 2002, 4001 and 9014 of
the Federal Rules of

Banptcy Procedure (the "Banptcy Rules"), and Del Bank. L.R. 4001-

2, seeking entry of a final order (this "Final Order") inter alia:
(i) authorizing Pacific Energy Resources Ltd. ("PERL"), Pacific Energy

Alaska Holdings, LLC ("PEAH") and Pacific Energy Alaska Operating LLC ("PEAO"), jointly
and severally, as debtors and debtors in possession (collectively, the "Borrowers") to obtain
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) ("PERL"); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available) ("PEAH"); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021) ("PEAO"); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). is 111 1240, Long Beach, for oftheDebtors W.OceanBoulevard,Suite The mailng address all
CA.

A/73055169.7

secured, superpriority postpetition financing pursuant to the terms and conditions of that certain
Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty Agreement (as

may be amended, supplemented, restated, or otherwise modified from time to time, the "DIP

Agreement") by and among the Borrowers and certain subsidiaries of PERL, each as a debtor
and debtor in possession, who are signatories thereto (the "Guarantors"), 1. Aron & Company, as

lead arranger, administrative agent (in such capacity, the "DIP Administrative Agent"), collateral
agent (in such capacity, and solely with respect to the Beta Collateral, as defined herein, the

"Beta Collateral Agent"), syndication agent and lender, and Silver Point Finance, LLC, as
collateral agent (in such capacity, and solely with respect to the PEA Collateral, as defined

herein, the "PEA Collateral Agent" and together with the Beta Collateral Agent, the "DIP
Collateral Agents" and, together with the DIP Administrative Agent, the "DIP Agents"), and

certain other lenders pary thereto (collectively, including J. Aron & Company, the "DIP

Lenders"), a copy of which has been fied with the Court (docket no. 167): (A) a term loan (the "PERL DIP Term Facility") in an amount equalto the
Prepetition Beta Obligations, as defined herein, but excluding any make-whole payments
payable as a result of

the prepayment thereof (the "PERL Refuding Amount"), (B) a term loan

(the "PEAO DIP Term Facilty" and, together with the PERL DIP Term Facilty, the "DIP Term
Facilties") in an amount equal to the PrepetItion Alaska First Lien Obligations, as defined

herein, but excluding any make-whole payments payable as a result of the prepayment thereof
(the "PEAO Refunding Amount" and, together with the PERL Refunding Amount, the
"Refuding Amount"), and (C) a revolving loan facility, with advances thereunder of

up to

$44,000,000 in the aggregate upon entry of

this Final Order (as defined herein) (the "DIP

Revolving Facility" and, together with the PERL DIP Term Facilty and the PEAO DIP Term

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Facilty, the "DIP Facilty");
(ii) authorizing the Debtors on a final basis to perform under the DIP

Agreement and other related loan documents or hedging contracts (collectively, and together

with the Amendments (as defined below), the "DIP Documents") and to perform such other acts
as may be necessary or desirable in connection with the DIP Documents;
(iii) granting to the DIP Agents and the DIP Lenders allowed superpriority

administrative expense claims in the Cases and any Successor Cases (as defined herein) for the

DIP Facilty and all obligations owing thereunder and under the DIP Documents (collectively,
and including all "Obligations" as described in the DIP Agreement, the "DIP Obligations"),
subject to the priorities set forth in paragraph 8 herein;
(iv) granting to the applicable DIP Collateral Agent, for the benefit of itself,

the DIP Lenders, and the Postpetition Hedge Provider (as defined herein) automatically perfected
security interests in and liens on all of

the applicable DIP Collateral (as defined herein),

including, without limitation, all property constituting "cash collateral" (as defined in
section 363(a) of

the Bankrptcy Code, "Cash Collateral"), which liens shall be subject to the

priorities set forth in paragraph 7 herein;
(v) authorizing and directing the Debtors to pay (in cash or in kind as

applicable) the principal, interest, fees, expenses and other amounts payable under each of the DIP Documents as they become due, including, without limitation, commitment fees, unused

facility fees, closing fees, servicing fees, audit fees, structuing fees, administrative agent's fees,
collateral agent's fees, the fees and disbursements of

the DIP Agents' attorneys, advisers,

accountants, and other consultants, and the legal expenses of

the DIP Lenders, all to the extent
the DIP Documents;

provided by and in accordance with the terms of

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(vi) authorizing the Debtors' use of

the Cash Collateral of

the Prepetition

Agents and Prepetition Lenders (each as defined herein);
(vii) providing adequate protection to the Prepetition Agents and Prepetition

Lenders for any diminution in value of

their interests in the Prepetition Collateral (as defined

herein), including the Cash Collateral; and
(viii) vacating and modifying the automatic stay imposed by section 362 ofthe

Banptcy Code to the extent necessar to implement and effectuate the terms and provisions of
the DIP Documents and this Final Order.
The Cour having considered the DIP Motion, the Affidavit of

Gerr Tywoniuk in

support of

the chapter 11 petitions and first day motions, the exhibits attached thereto, the DIP

Documents, and the evidence submitted or adduced and the arguments of counsel made at the

interim hearing held on March 10, 2009 (the "Interim Hearing") and the final hearing held on

June 3, 2009 (the "Final Hearing"); and the Cour having entered on March 10 (docket no. 42) an
interim order authorizing the Debtors to obtain secured postpetition financing on an interim basis
and granting adequate protection on account of the interests of holders of

liens on the property of

the estate on which liens are to be granted; and adequate notice of the Final Hearing having been

provided in accordance with Banptcy Rules 2002, 400 1 (b), (c) and (d), and 9014; and the
Final Hearing to consider the interim relief

requested in the DIP Motion having been held and

concluded; and all objections to the interim relief

requested in the DIP Motion having been

withdrawn, resolved or overrled by the Cour; and after due deliberation and consideration, and
for good and suffcient cause appearing therefor;

BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARG AND FINAL
HEARIG BY THE DEBTORS, THE COURT HEREBY MAKES THE FOLLOWING

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FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A. Petiton Date: On March 9, 2009 (the "Petition Date"), the Debtors fied
voluntar petitions under chapter 11 of the Banptcy Code in the United States Banptcy
Cour for the District of Delaware (the "Cour") commencing these Cases.
B. Debtors in Possession. The Debtors

are continuing in the management and

operation of their businesses and properties as debtors in possession pursuant to sections 1107
and 1108 of

the Banptcy Code. No trustee or examiner has been appointed in these Cases.
C. Jurisdiction and Venue. This Cour has jurisdiction, pursuant to 28 U.S.C.

§§ 157(b) and 1334, over these proceedings, and over the property affected hereby.
Consideration of

the DIP Motion constitutes a core proceeding under 28 U.S.C. § 157(b)(2).

Venue for the Cases and proceeding on the DIP Motion is proper in this district pursuant to
28 U.S.C. §§ 1408 and 1409.

D. Statutory Committee. On March 19,2009, the United States Trustee (the "U.S.
Trustee") appointed an official committee of unsecured creditors in these Cases pursuant to
section 1102 of

the Banptcy Code (the "Statutory Committee").

E. Interim Order. Based upon the DIP Motion, the Affidavit of Gerry Tywoniuk, the

DIP Documents and the evidence submitted by the Debtors at the Interim Hearing, the Cour approved the Debtors' entry into and performance under the DIP Documents and DIP Facilty

and, on March 10,2009, entered that certain Interim Order Pursuant to 11 U.S.c. §§ 105,361,
362, 363, 364 and 507 (1) Approving Senior Secured Superpriority Postpetition Financing, (2)

Authorizing Use of Cash Collateral, (3) Granting Liens and Providing Superpriority Administrative Expense Status, (4) Granting Adequate Protection, (5) Modifying Automatic

Stay, and (6) Scheduling a Final Hearing (the "Interim Order"). Pursuant to the Interim Order

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and Banptcy Rule 4001, the Debtors were authorized, among other things, to incur secured
borrowings from the DIP Lenders pursuant to the terms of

the DIP Documents and the Interim

Order pending the Final Hearing on the DIP Motion.

F. Amendments. The Debtors and DIP Lenders entered into that certain Amendment
No. 1 to Senior Secured Super Priority Priming Debtor In Possession Credit And Guaranty Agreement effective as of April 7, 2009 ("First Amendment"), which, among other things,

provided that the Final Order must be entered on or before May 15,2009 and extended the
Budget to provide for fuding through this period. The Debtors and the DIP Lenders intend to

enter into that certain Amendment No.2 to Senior Secured Super Priority Priming Debtor In
Possession Credit And Guaranty Agreement effective as of May 15, 2009 ("Second

Amendment" and together with the First Amendment, the "Amendments"), whereby additional

changes to the DIP Agreement wil be made, including a fuher amendment to the Budget,
certain changes to the Final Order requested by the Statutory Committee and the inclusion of

certain milestones related to the sale of certain assets of the Debtors. The Budget permits certain
amounts relating to Production Payments2 to be placed in reserve accounts, as set forth in
paragraph 37 herein.

G. Debtors' Stipulations. After consultation with their attorneys and financial

advisors, and without prejudice to the rights of paries in interest as set forth in paragraph 34
herein, the Debtors (for themselves and, subject to the provisions of paragraph 34 hereof, their
estates) admit, stipulate, acknowledge, agree and shall be immediately bound by the following
(collectively, paragraphs G(i) through G(xi) below are referred to herein as the "Debtors'
2

"Production Payments" refers to any such production payments or overriding royalty interests alleged to be owed by the Debtors pursuant to an adversary proceeding (or otherwise raised with the Court) by or on behalf of Aera Energy LLC, Noble Energy Inc, the Medema Family Trust, John M. and Debra Robinson or LAB Properties.

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Stipulations"):
(i) Prepetition Beta Facilty: Pursuant to that certain Credit and Guaranty
Agreement dated as of

November 30, 2006 (as amended, supplemented, restated or otherwise

modified prior to the Petition Date, the "Prepetition Beta Credit Agreement", and together with
all other loan and security documents related to, referenced in or executed in connection with the Prepetition Beta Credit Agreement, including the PERL ISDA Agreement (as defined herein),

the "Prepetition Beta Credit Documents"), among PERL, certain subsidiaries of PERL as

guarantors (the "Beta Facilty Prepetition Guarantors"), J. Aron & Company, as Administrative

Agent (in such capacity, the "Prepetition Beta Facilty Agent"), Lender, Lead Aranger and
Syndication Agent, and SPF CDO I, LLC, Field Point I, Ltd. and SPCP Group, LLC, each as

Lenders (collectively and together with J. Aron & Company, the "Prepetition Beta Facility

Lenders"), the Prepetition Beta Facilty Lenders provided credit facilties to PERL and provided
other financial accommodations to or for the benefit of

PERL (collectively, the "Prepetition Beta

Facility");
(ii) Pre

petition Beta Obligations: As of the Petition Date, the outstanding
loans under the Prepetition Beta Credit Agreement was $44,199,560.95

principal amount of all

(which amount includes all accrued interest on the outstanding loans made thereunder that prior
to the Petition Date was capitalized into such loans), and collectively, together with any amounts

paid, incured or accrued prior to the Petition Date in accordance with the Prepetition Beta Credit
Documents, principal, accrued and unpaid interest, any make-whole payments payable as a result
of the prepayment thereof, fees, expenses, and disbursements (including, without limitation,

attorneys' and other professional fees, related expenses and disbursements), reimbursement

obligations, indemnification obligations and other charges of whatever natue, whether or not

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contingent, whenever arising, due or owing in respect thereof, including all "Obligations" as
described in the Prepetition Beta Credit Agreement, the "Prepetition Beta Obligations";
(iii) Pre

petition Alaska First Lien Facilty and Guarantee: Pursuant to (A)

that certain First Lien Credit Agreement dated as of August 24,2007 (as amended,

supplemented, restated or otherwse modified prior to the Petition Date, the "Prepetition Alaska
First Lien Credit Agreement," and together with all other loan and security documents related to,
referenced in or executed in connection with the Prepetition Alaska First Lien Credit Agreement,

including the Prepetition Alaska First Lien Guarantee (as defined herein), the "Prepetition Alaska First Lien Credit Documents"), among PEAO, PEAH, Silver Point Finance, LLC, as administrative agent (in such capacity, the "Prepetition Alaska First Lien Facility Agent"), Collateral Agent (in such capacity, the "PEAO First Lien Collateral Agent"), Sole Lead
Aranger, Sole Bookrer and Syndication Agent, and J. Aron & Company, as Documentation

Agent and Lender (together with SPF CDO I, Ltd. and SPCP Group, L.L.C., the "Prepetition

Alaska First Lien Facilty Lenders"), the Prepetition Alaska First Lien Facility Lenders provided

credit facilties to PEAO and provided other financial accommodations to or for the benefit of
PEAO (collectively, the "Prepetition Alaska First Lien Facilty") and (B) that certain First Lien
Guarantee and Collateral Agreement, dated as of August 24,2007 (as amended, restated,
supplemented or otherwise modified from time to time), among PEAH, PEAO and the PEAO

First Lien Collateral Agent, PEAH guaranteed the Prepetition Alaska First Lien Obligations (as

defined herein) of PEAO (the "Prepetition Alaska First Lien Guarantee");
(iv) Pre petition Alaska First Lien Obligations: As of

the Petition Date, the

outstanding principal amount of all

loans under the Prepetition Alaska First Lien Credit

Agreement was $98,446,809.82 (which amount includes all accrued interest on the outstanding

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loans made thereunder that prior to the Petition Date was capitalized into such loans) and

collectively, together with any amounts paid, incurred or accrued prior to the Petition Date in
accordance with the Prepetition Alaska First Lien Credit Documents, principal, accrued and

unpaid interest, any make-whole payments payable as a result of the prepayment thereof, any fees, expenses, and disbursements (including, without limitation, attorneys' and other professional fees, related expenses and disbursements), reimbursement obligations,
indemnification obligations and other charges of whatever nature, whether or not contingent,

whenever arising, due or owing in respect thereof, including all "Obligations" as described in the
Prepetition Alaska First Lien Credit Agreement, the "Prepetition Alaska First Lien Obligations";
(v) Pre

petition Alaska Second Lien Facilty and Guarantees: Pursuant to (A)

that certain Second Lien Credit Agreement dated as of August 24,2007 (as amended,

supplemented, restated or otherwse modified prior to the Petition Date, the "Prepetition Alaska
Second Lien Credit Agreement", and together with all other loan and security documents related

to, referenced in or executed in connection with the Prepetition Alaska Second Lien Credit
Agreement, including the Prepetition Alaska Second Lien Guarantee and the Prepetition PEAO

Second Lien Guarantee (each as defined herein), the "Prepetition Alaska Second Lien Credit

Documents" and together with the Prepetition Beta Credit Documents and the Prepetition Alaska First Lien Credit Documents, the "Prepetition Credit Facility Documents"), among PEAO,

PEAH, Silver Point Finance, LLC, as administrative agent (in such capacity, the "Prepetition

Alaska Second Lien Facility Agent"), Collateral Agent (in such capacity, the "PEAO Second
Lien Collateral Agent" and, together with the Prepetition Beta Facility Agent, the Prepetition

Alaska First Lien Facility Agent, the Prepetition Alaska Second Lien Facilty Agent and the
PEAO First Lien Collateral Agent, the "Prepetition Agents"), Sole Lead Aranger, Sole

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Bookrer and Syndication Agent, and J. Aron & Company, as Documentation Agent and
Lender (together with SPCP Group, L.L.C., Field Point 1. Ltd., Field Point II, Ltd., Field Point

iv, Ltd., Broad Point i, B.V. and SPF CDO i, Ltd., the "Prepetition Alaska Second Lien Faciltv
Lenders", and collectively with the Prepetition Beta Lenders and the Prepetition Alaska First

Lien Facilty Lenders, the "Prepetition Lenders"), the Prepetition Alaska Second Lien Facility
Lenders provided credit facilities to PEAO and provided other financial accommodations to or

for the benefit ofPEAO (collectively, the "Prepetition Alaska Second Lien Facilty" and together
with the Prepetition Beta Facilty and the Prepetition Alaska First Lien Facility, the "Prepetition

Credit Facilties"); (B) that certain Second Lien Guarantee and Collateral Agreement, dated as of
August 24, 2007 (as amended, restated, supplemented or otherwse modified from time to time),
among PEAH, PEAO and the PEAO Second Lien Collateral Agent, PEAH guaranteed the

Prepetition Alaska Second Lien Obligations (as defined herein) ofPEAO (the "Prepetition
Alaska Second Lien Guarantee"); and (C) that certain Second Lien Guaranty, dated as of August
24,2007, as amended and in effect from time to time, among PERL and certain of

its

subsidiaries as guarantors (together with PEAH, the "PEAO Second Lien Prepetition Guarantors" and together with the Beta Facility Prepetition Guarantors and PEAH, in its capacity as a guarantor pursuant to the Prepetition Alaska First Lien Guarantee and the Prepetition Alaska

Second Lien Guarantee, the "Prepetition Guarantors"), the PEAO Second Lien Prepetition
Guarantors guaranteed the Prepetition Alaska Second Lien Obligations (the "Prepetition PEAO
Second Lien Guarantee");
(vi) Pre

petition Alaska Second Lien Obligations: As ofthe Petition Date, the
loans under the Prepetition Alaska Second Lien Credit

outstanding principal amount of all

Agreement was $347,347,100.65 (which amount includes all accrued interest on the outstanding

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loans made thereunder that prior to the Petition Date was capitalized into such loans) and

collectively, together with any amounts paid, incured or accrued prior to the Petition Date in
accordance with the Prepetition Alaska Second Lien Credit Documents, principal, accrued and
unpaid interest, any fees, expenses, and disbursements (including, without limitation, attorneys' and other professional fees, related expenses and disbursements), reimbursement obligations,

indemnification obligations and other charges of whatever natue, whether or not contingent,
whenever arising, due or owing in respect thereof, including all "Loan Document Obligations" as

described in the Prepetition Alaska Second Lien Credit Agreement, the "Prepetition Alaska
Second Lien Obligations" and collectively with the Prepetition Beta Obligations and the

Prepetition Alaska First Lien Obligations, the "Prepetition Obligations";
(vii) Pre

petition PERL Hedging Agreement: Pursuant to that certain ISDA
November 30, 2006 (together with any schedules, exhibits

Master Agreement, dated as of

(including credit support documents) and amendments thereto (including the Derivative
Transaction Agreement dated as of

December 19,2008, by and between PERL and J. Aron, as

hedge provider), and all confirmations exchanged pursuant to transactions entered into in

connection therewith, the "PERL ISDA Agreement" or "Prepetition Hedging Contract"), PERL
and 1. Aron & Company, as hedge provider (in such capacity, the "PERL Hedge Provider"),
have entered into certain hedging transactions;
(vii) Pre petiton Liens and Pre

petiton Collateral. As more fully set forth in

the Prepetition Credit Documents, prior to the Petition Date:

(a) PERL and its subsidiaries (other than PEAH and PEAO) granted first

priority security interests and liens (the "Prepetition Beta Liens") on substantially all assets of
PERL and its subsidiaries (other than PEAH and PEAO) (the "Prepetition Beta Collateral") to

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the Prepetition Beta Agent, for itself, the Prepetition Beta Lenders and the PERL Hedge Provider
(collectively, the "Prepetition PERL Secured Paries");

(b) PEAO and PEAH granted first priority security interests and liens (the
"Prepetition Alaska First Liens") on, substantially

all assets ofPEAO and PEAH (the

"Prepetition PEA Collateral" and together with the Prepetition Beta Collateral, the "Prepetition
Collateral") to the PEAO First Lien Collateral Agent, for itself and the Prepetition Alaska First
Lien Facility Lenders (collectively, the "Prepetition PEAO First Lien Secured Paries"); and
( c) PEAO and PEAH granted second priority security interests and liens

on the Prepetition PEA Collateral and PERL and its subsidiaries (other than PEAH and PEAO) granted second priority security interests and liens on the Prepetition Beta Collateral

(collectively, the "Prepetition Alaska Second Liens" and together with the Prepetition Beta Liens

and the Prepetition Alaska First Liens, the "Prepetition Liens") to the PEAO Second Lien
Collateral Agent, for itself

and the Prepetition Alaska Second Lien Facility Lenders (collectively,

the "Prepetition PEAO Second Lien Secured Paries" and, together with the Prepetition PERL

Secured Paries and the Prepetition PEAO First Lien Secured Parties, the Prepetition Secured

Paries").

(ix) Validity, Perfection and Priority of Pre

petition Liens and Pre

petition

Obligations. Subject to the provisions of

paragraph 34 of

this Final Order, the Debtors

acknowledge and agree that: (a) as of

the Petition Date, the Prepetition Liens on the Prepetition

Collateral were valid, binding, enforceable, non-avoidable and properly perfected; (b) as of the
Petition Date, except as otherwse set forth in clause (c) below, the Prepetition Liens were senior

in priority over any and all other liens on the Prepetition Collateral, subject only to certain liens otherwise permitted by the Prepetition Credit Documents (to the extent any such permitted liens

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were valid, properly perfected, non-avoidable and senior in priority to the Prepetition Liens as of
the Petition Date, the "Permitted Prior Liens,,);3 (c) as of

the Petition Date, with respect to the

PEA Collateral, the Prepetition Alaska Second Liens were junior to the Prepetition Alaska First

Liens and Permitted Prior Liens and otherwse had priority over any and all other liens on the
Prepetition PEA Collateral; (d) as of the Petition Date, with respect to the Beta Collateral, the Prepetition Alaska Second Liens were junior to the Prepetition Beta Liens and Permitted Prior
Liens and otherwise had priority over any and all other liens on the Beta Collateral; (e) as of

the

Petition Date, the Prepetition Obligations constitute legal, valid, binding, and non-avoidable
obligations of the Debtors; (f) as of

the Petition Date, no offsets, challenges, objections,

defenses, claims or counterclaims of any kind or nature to any of the Prepetition Liens or
Prepetition Obligations exist, and no portion of the Prepetition Liens or Prepetition Obligations is
subject to any challenge or defense including, without limitation, avoidance, disallowance,

disgorgement, recharacterization, or subordination (whether equitable or otherwise) pursuant to
the Banptcy Code or applicable non-banptcy law; (g) as of the Petition Date, the Debtors

and their estates have no claims, objections, challenges, causes of actions, and/or choses in
action, including without limitation, avoidance claims under chapter 5 of the Banptcy Code,

against the Prepetition Agents or Prepetition Lenders or any of their respective affiliates, agents,

attorneys, advisors, professionals, offcers, directors and employees arising out of, based upon or
related to their loans to the Debtors; (h) the Prepetition Beta Obligations are allowed secured

claims within the meaning of section 506 of the Banptcy Code, in a principal amount of not
3

Nothing herein shall constitute a finding or ruling by this Court that any such Permitted Prior Liens are valid, senior, enforceable, prior, perfected or non-avoidable. Moreover, nothing shall
prejudice the rights of any part in interest including, but not limited, to the Debtors, the

Prepetition Agents, the Prepetition Lenders, the DIP Agents, the DIP Lenders, and the Statutory Committee to challenge the validity, priority, enforceabilty, seniority, avoidabilty, perfection or extent of any such Permitted Prior Liens and/or security interest.

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less than $44,199,560.95 (which amount includes all accrued interest on the outstanding loans

made thereunder that prior to the Petition Date was capitalized into such loans), together with

accrued and unpaid interest, any make-whole payments payable as a result ofthe prepayment
thereof, fees (including, without limitation, attorneys' and other professional fees and related
expenses), expenses, reimbursement obligations, and any and all other charges of

whatever

natue owing in respect of such Prepetition Beta Obligations; (i) the Prepetition Alaska First Lien

Obligations are allowed secured claims within the meaning of section 506 of the Banptcy
Code, in a principal amount of

not less than $98,446,809.82 (which amount includes all accrued

interest on the outstanding loans made thereunder that prior to the Petition Date was capitalized into such loans), together with accrued and unpaid interest, any make-whole payments payable
as a result of

the prepayment thereof, fees (including, without limitation, attorneys' and other

professional fees and related expenses), expenses, reimbursement obligations, and any and all other charges of whatever nature owing in respect of such Prepetition Alaska First Lien
Obligations; and G) as of the Petition Date, any payments made on account of the Prepetition

Obligations to or for the benefit of the Prepetition Agents or the Prepetition Lenders prior to the

Petition Date were payments out of the Prepetition Collateral and such payments did not
diminish any property otherwise available for distribution to unsecured creditors;
(x) Cash Collateral. The Debtors represent that except the segregated

production payments described in paragraph 36 and amounts to be deposited into Production
Payment Reserve Accounts (as defined herein) pursuant to paragraph 37, all of

the Debtors'

cash, including the cash in their deposit accounts, wherever located, whether as original collateral or proceeds of other Prepetition Collateral, constitutes the Cash Collateral of the
Prepetition Agents and Prepetition Lenders;

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(xi) Default by the Debtors. The Debtors acknowledge and stipulate that the
Debtors are in default of

their debts and obligations under the Prepetition Credit Documents and

that the Prepetition Alaska First Lien Facilty has matued; and

H. FindinJ!s Regarding the Postpetition FinancinJ!.
(i) Needfor Post petition Financing and Use of

Cash Collateral. The Debtors

canot operate solely on Cash CollateraL. The Debtors' need to obtain credit pursuant to the DIP

Facility and to use Cash Collateral has been and continues to be immediate and critical in order
to enable the Debtors to continue operations and to administer and preserve the value of

their

estates. The abilty of the Debtors to maintain business relationships with their vendors,

suppliers and customers, to pay their employees, and to otherwise finance their operations has
required and continues to require the availabilty of

working capital from the DIP Facilty and

the use of Cash Collateral, the absence of either of which would immediately and irreparably
har the Debtors, their estates, their creditors and equity holders, and the possibilty for a

successful reorganization. The Debtors have not had and do not have sufficient available sources
of working capital and financing to operate their businesses or maintain their properties in the
ordinary course of business without the DIP Facilty and authorized use of

Cash CollateraL.

(ii) No Credit Available on More Favorable Terms. Given their curent

financial condition, financing arangements, and capital strcture, the Debtors have been unable
to obtain financing from sources other than the DIP Lenders on terms more favorable than the

DIP Facilty. The Debtors have been unable to obtain unsecured credit allowable under

Bankptcy Code section 503(b )(1) as an administrative expense. The Debtors have also been
unable to obtain credit: (a) having priority over administrative expenses of

the kind specified in

sections 503(b), 507(a) and 507(b) of

the Banptcy Code; or (b) secured by a lien on property

-15A/73055169.7

of the Debtors and their estates that is not otherwse subject to a lien. Financing on a postpetition
basis is not otherwse available without granting the applicable DIP Collateral Agent, for the

benefit of itself and the DIP Lenders, (i) perfected security interests in and liens on (each as
provided herein) all of

the Debtors' existing and after-acquired assets with the priorities set forth

in paragraph 7 herein, (ii) superpriority claims with the priorities set forth in paragraph 8 herein,
and (iii) the other protections set forth in this Final Order and the DIP Documents.
(iii) Use of Proceeds of

the DIP Facilty. As a condition to the entry into the

DIP Agreement, the extension of credit under the DIP Facility and the agreement for the use of
Cash Collateral, the DIP Agents and DIP Lenders required, and the Debtors agreed that proceeds
of the DIP Facility shall be used in a maner consistent with the terms and conditions of

the DIP

Documents, as follows: (A) the proceeds of

the PERL DIP Term Facilty and the PEAO DIP

Term Facility were used exclusively to repay the Refunding Amount on the Closing Date (as
defined in the DIP Credit Documents) as provided in those certain payoff

letters by the

Prepetition Beta Facilty Agent and the Prepetition Alaska First Lien Facilty Agent, respectively
(collectively, the "Payoff Letter") and (B) the proceeds of the DIP Revolving Facilty have been
and shall continue be used in accordance with and to the extent set forth in the budget (as the
same may be modified from time to time with the consent of

the Required DIP Lenders (as

defined herein) and consistent with the terms of

the DIP Documents, the "Budget") solely for

(1) working capital, capital expenditures and other general corporate puroses; (2) permitted

payment of costs of administration of the Cases; (3) payment of such prepetition expenses as are consented to by the Required DIP Lenders, and are approved by the Court; and (4) as otherwise
permitted under the DIP Facilty. The repayment of

the Refuding Amount in accordance with

this Final Order and the Payoff Letter is necessary as the Prepetition Agents and the Prepetition

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Secured Paries have not otherwise consented to the use of their Cash Collateral or the
subordination of

their liens to the DIP Liens. Such payment will not prejudice the Debtors or

their estates, because payment of such amounts is subject to the rights of paries in interest under
paragraph 34 herein.
(iv) Application of Proceeds of

Collateral. As a condition to the entry into the

DIP Documents, the extension of credit under the DIP Facilty and the authorization to use Cash
Collateral and other Prepetition Collateral, the Debtors agreed that as of and commencing on the
date of the Interim Hearing, the Debtors shall apply the proceeds of

DIP Collateral as set forth in

paragraph 21 herein.
1. Adequate Protection. The Prepetition Agents, for the benefit of

themselves and

the Prepetition Secured Paries, are entitled to receive adequate protection on account of their
interests in the Prepetition Collateral pursuant to sections 361, 362, and 363 of

the Banptcy

Code to the extent of any diminution in the value of their interests in the Prepetition Collateral
(including Cash Collateral) resulting from the subordination to the Care Out (as defined herein),

the priming of the Prepetition Liens, the Debtors' use, sale or lease of such Prepetition Collateral,
and the imposition of the automatic stay (collectively, and to the extent of

any such diminution in

value, the "Diminution in Value"). Pursuant to sections 361,363, and 507(b) of

the Banptcy

Code, as adequate protection, the Prepetition Agents, for the benefit of themselves and the
Prepetition Secured Paries, wil receive: (i) adequate protection liens and superpriority claims,
as more fully set forth in paragraphs 13 and 14 herein; (ii) accrual of

interest, fees and other

amounts due under the Prepetition Credit Documents; (ii) ongoing payment of the reasonable
fees, costs and expenses, including, without limitation, legal and other professionals' fees and

expenses, of the Prepetition Agents and Prepetition Secured Paries under the Prepetition Credit

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Documents, as required therein; and (iv) the agreement of

the Debtors, the DIP Lenders, the DIP

Agents, and the Prepetition Agents that the Debtors shall not, sell, transfer, lease, or otherwse

dispose of all or substantially all of the assets of the properties of the Debtors without the prior
written consent of

the Prepetition Agents and the Required Prepetition Lenders. Notwithstanding

anything to the contrar herein, all rights solely with respect to adequate protection are
preserved, including without limitation, rights to seek recharacterization under section 506 of the

Banptcy Code or other applicable law.
J. Interim Financing. After the Interim Hearing, and pursuant to the Interim Order,

the Cour authorized, among other things, (a) extensions of credit up to an aggregate principal

amount of $9,500,000 at anyone time outstanding under the DIP Facilty (the "Interim
Financing"). Based upon the record of the Interim Hearing, the Cour authorized the Debtors to
execute and deliver the DIP Documents and authorized and directed the Debtors after execution
to perform all of the DIP Obligations in accordance with the terms of

the Interim Order and DIP

Documents, including, without limitation, the payment of commitment fees, unused facilty fees,

closing fees, servicing fees, audit fees, structuing fees, administrative agent's fees, collateral
agent's fees, the fees and disbursements of

the DIP Agents' attorneys, advisers, accountants, and

other consultants, and the legal expenses of

the DIP Lenders, all to the extent provided by and in

accordance with the terms of

the DIP Documents. On March 11,2009, the DIP Documents were

executed, and the Debtors were authorized to borrow on the terms and conditions set forth in
those documents and in the Interim Order.

K. Sections 506(c) and 552(b). In light of: (i) the DIP Agents' and DIP Secured
Paries' (as defined herein) agreement to subordinate their liens and superpriority claims to the
Carve Out (as defined herein); (ii) the Prepetition Agents' and Prepetition Secured Paries'

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agreement to subordinate their liens and claims to the Care Out and the DIP Liens, and to
permit the use of their Cash Collateral in accordance with the Budget and this Final Order; and

(iii) the Prepetition Agents' and Prepetition Secured Paries' agreement to the priming ofthe
Prepetition Liens, the Debtors believe that each of

the DIP Agents, DIP Secured Paries,

Prepetition Agents and Prepetition Secured Parties are entitled to, and the Debtors agree to grant
the following: (a) a waiver of any "equities of the case" claims under section 552(b) of

the

Banptcy Code; and (b) a waiver of

the provisions of

section 506(c) of

the Banruptcy Code.

L. Good Faith of

the DIP Agents and the DIP Lenders.

(i) Wilingness to Provide Financing. The DIP Secured Paries each are
wiling to provide financing to the Debtors subject to: (a) the entry of

the Interim Order and this
the DIP Facility and the DIP Documents

Final Order; (b) approval of

the terms and conditions of

and satisfaction of all conditions precedent in the DIP Documents; and (c) entry of findings by

this Cour that such financing is essential to the Debtors' estates, that the DIP Agents and DIP
Secured Paries have extended and are extending credit to the Debtors pursuant to the DIP

Documents in good faith, and that the DIP Agents' and DIP Secured Paries' claims,
superpriority claims, security interests, liens, rights, and other protections granted pursuant to the

Interim Order, this Final Order and the DIP Documents will have the protections provided in

section 364( e) of the Banptcy Code and wil not be affected by any subsequent reversal,
modification, vacatu, amendment, reargument or reconsideration of

the Interim Order, this Final

Order or any other order, or by the fiing or pendency of any motion or appeal seeking to reverse,
modify, vacate, amend, reargue, or reconsider the Interim Order, this Final Order or any other
order.
(ii) Business Judgment and Good Faith Pursuant to Section 364(e). The

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terms and conditions of

the DIP Facilty and the DIP Documents, and the fees paid and to be

paid thereunder, are fair, reasonable, and the best available to the Debtors under the
circumstances, reflect the Debtors' exercise of prudent business judgment consistent with their

fiduciar duties, and are supported by reasonably equivalent value and consideration. The DIP
Facilty, the use of Cash Collateral and the agreement by the Prepetition Agents and Prepetition
Secured Paries to the priming of

the Prepetition Liens, were negotiated in good faith and at

ars' length among the Debtors, DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries. Use of

Cash Collateral and credit to be extended under the DIP

Facility shall be deemed to have been so allowed, advanced, made, used or extended in good
faith, and for valid business puroses and uses, within the meaning of section 364( e) of the

Banptcy Code, and the DIP Agents and DIP Secured Paries are therefore entitled to the
protection and benefits of section 364(e) of

the Bankptcy Code and this Final Order.
requested in the DIP

M. Notice. Notice of

the Final Hearing and the emergency relief

Motion was provided by the Debtors, whether by fax, email, overnight courier or hand delivery,
to certain parties in interest, including: (i) the U.S. Trustee; (ii) each of

the Debtors' thirty

largest unsecured creditors; (iii) counsel to the Prepetition Agents for themselves and for the
Prepetition Lenders; and (vi) counsel to the DIP Agents for themselves and for the DIP Lenders.
The paries have made reasonable efforts to afford the best notice possible under the

circumstances to permit the interim relief set forth in this Final Order, and no other or fuher
notice is or shall be required.

Based upon the foregoing findings and conclusions, the DIP Motion and the record

before the Court with respect to the DIP Motion, and good and sufficient cause appearing
therefor,

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IT is HEREBY ORDERED that:
1. DIP Motion Approved. The DIP Motion is granted on a final basis, subject to the

terms and conditions set forth in this Final Order.

2. Obiections Overrled. All objections, if any, to the extent not withdrawn or
resolved are hereby overruled.

DIP Facilty Authorization
3. Ratification ofInterim Order Authorization of

the DIP Financing and DIP

Documents. The terms of the Interim Order and the Payoff Letter are hereby ratified and
confirmed, except to the extent amended or modified by this Final Order, and all DIP

Obligations incured and borrowings and payments made thereunder are ratified and confirmed
on a final basis and shall be deemed made in accordance with and pursuant to this Final Order.

The DIP Documents are hereby approved on a final basis. The Debtors are expressly and
immediately authorized and empowered to execute and deliver the Second Amendment and to
incur and to perform the DIP Obligations in accordance with this Final Order and the DIP
Documents. The Debtors are hereby authorized to pay, and if

necessary, to incur additional

indebtedness (in cash or in kind as applicable), the principal, interest, fees, expenses and other

amounts described in the DIP Documents and all other documents comprising the DIP Facilty as

such become due and without need to obtain fuher Cour approval, including, without
limitation, closing fees, unused facilty fee, commitment fees, servicing fees, audit fees,
structuring fees, administrative agent's fees, the fees and disbursements of

the DIP Agents and
the DIP Agents' and DIP Secured Paries'

DIP Lenders (including the fees and expenses of

attorneys, advisers, accountants, and other consultants, collateral examination, monitoring and appraisal fees, financial advisory fees, indemnification, and any other reimbursement of fees and
expenses, all of

which fees and expenses shall constitute DIP Obligations), whether or not the
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A/73055169.7

transactions contemplated hereby are consumated, all to the extent provided in the DIP
Documents. All collections and proceeds, whether from ordinar course collections, asset sales,
debt or equity issuances, insurance recoveries (unless otherwise agreed by the DIP Agents, DIP

Secured Paries, Prepetition Agents and Prepetition Secured Paries that such recoveries shall be
used to replace certain assets), condemnations or otherwse, shall be deposited and applied as
required by paragraphs 21,35,36 and 37 of

this Final Order and the DIP Documents. Upon
the

execution and delivery, the DIP Documents shall represent valid and binding obligations of

Debtors, enforceable against the Debtors and their estates in accordance with the terms of the
DIP Documents. Pursuant to the DIP Agreement and upon entry of

the Interim Order, the

Prepetition Hedging Contract, as amended, was deemed an assumed executory contract pursuant
to the relevant provisions of section 365 of the Bankptcy Code, without fuher action of

the

Debtors, subject only to the execution of

the amendment (the "Postpetition Hedge Amendment")

contemplated by the DIP Agreement, with J. Aron & Company, as hedge provider (the
"Postpetition Hedge Provider" and together with the DIP Lenders, the "DIP Secured Paries").

The Postpetition Hedge Amendment was entered into by PERL and the Postpetition Hedge

Provider. As set forth in the Interim Order, (a) the automatic stay shall not apply to preclude,
impair or delay the exercise by the Postpetition Hedge Provider of any right arising under the

Postpetition Hedge Agreement or applicable non-banptcy law including, but not limited to,
the exercise of all available remedies in the event of default; and (b) any obligations of the
Debtors thereunder shall be treated as having arisen subsequent to the Petition Date.
4. Authorization to Borrow. Subject to the terms and conditions set forth in the DIP

Documents, DIP Facilty, and this Final Order, the Debtors are hereby authorized on a final basis
(i) to request extensions of credit of

up to an aggregate principal amount of $44,000,000 at any

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one time outstanding under the DIP Revolving Facilty (the "DIP Revolver Amount"), (ii) to
borrow an aggregate principal amount equal to the PERL Refunding Amount, which shall be used to fully and completely satisfy the Prepetition Beta Obligations, and (iii) to borrow an

aggregate principal amount equal to the PEAO Refuding Amount.
5. DIP Obligations. The DIP Documents and this Final Order shall constitute and
evidence the validity and binding effect of

the Debtors' DIP Obligations, which DIP Obligations

shall be enforceable against the Debtors, their estates and any successors thereto, including

without limitation, any trustee or other estate representative appointed in the Cases, or any case

under chapter 7 of the Bankptcy Code upon the conversion of any of the Cases, or in any other
proceedings superseding or related to any of the foregoing (each a "Successor Case"). Upon
entry of this Final Order, the DIP Obligations wil include all

loans, reimbursement obligations,

and any other indebtedness or obligations, contingent or absolute, which may now or from time

to time be owing by the Debtors to the DIP Agents or DIP Secured Paries under the DIP
Documents and whether borrowed under the terms of

the Interim Order or this Final Order,

including, without limitation, all principal, accrued interest, costs, fees, expenses and other

amounts owed pursuant to the DIP Documents and this Final Order. The DIP Obligations shall
be due and payable, without notice or demand on the earlier to occur of the Commitment
Termination Date (as defined herein) and the Termination Declaration Date (as defined herein).
6. DIP Liens and DIP CollateraL. Effective immediately upon the execution of

the

Interim Order, pursuant to sections 361, 362, 364(c)(2), 364(c)(3) and 364(d) of

the Bankptcy

Code, in order to secure the payment of

the DIP Obligations in the priorities set forth in the DIP

Agreement and paragraph 21 hereof: (i) the Beta Collateral Agent was granted (and such grant is
hereby ratified, confirmed and approved on a final basis), for the benefit of itself and the DIP

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Secured Paries, continuing, valid, binding, enforceable, non-avoidable and automatically and
properly perfected postpetition security interests in and liens on (the "Beta DIP Liens") any

and

all presently owned and hereafter acquired personal property, real property and other assets of
PERL and the Guarantors, whether owned or consigned by or to, or leased from or to PERL or the Guarantors, regardless of where located, including, without limitation, the assets set forth in

clauses (1) through (7) below (collectively, the "Beta DIP Collateral") and (ii) the PEA
Collateral Agent is hereby granted, for the benefit of itself and the DIP Secured Paries,

continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected

postpetition security interests in and liens on (the "Alaska DIP Liens" and, together with the Beta
DIP Liens, the "DIP Liens") any and all presently owned and hereafter acquired personal

property, real propert and other assets ofPEAO and PEAH, whether owned or consigned by or
to, or leased from or to PEAO or PEAH, regardless of where located, including, without

limitation, the following (collectively, the "Alaska DIP Collateral" and, together with the Beta

DIP Collateral, the "DIP Collateral,,)4: (1) all presently owned and hereafter acquired assets of
the applicable Debtors and their estates, and any proceeds and products thereof, including
without limitation, accounts, deposit accounts, cash, as-extracted collateral, chattel paper,
investment property, letter-of-credit rights, securities accounts, commercial tort claims,
investments, instrents, documents, inventory, contract rights, franchise agreements, general

intangibles, intellectual property, real propert, fixtues, goods, equipment and other fixed assets
and proceeds and products of all of the foregoing (including insurance proceeds), (2) proceeds of
avoidance actions arising solely under Section 549 of

the Banptcy Code, (3) any rights under

4

All capitalized terms not otherwise defined herein used in clauses (1) through (6) of this paragraph shall have the meanings ascribed thereto in the DIP Documents. All terms not specifically defined in the DIP Documents shall have the meanings ascribed to such terms in Article 8 or 9 of the Uniform Commercial Code.
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A/73055169.7

Section 506(c) ofthe Bankptcy Code, (4) any unencumbered assets of

the applicable Debtors,

(5) a pledge, for the benefit of

the DIP Secured Parties and the applicable DIP Collateral Agent,

of one hundred percent (100%) of the capital stock or other equity interests of the Debtors (other

than equity interests in PERL), and (6) a Lien on all assets ofthe applicable Debtors securing

other Indebtedness, junor only to Permitted Prior Liens. The Prepetition Liens shall continue,
shall inure to the benefit of

the applicable DIP Collateral Agent and DIP Secured Paries in the

priorities set forth in the DIP Agreement and paragraph 21 hereof, shall secure the DIP
Obligations, and shall be included in the definition of

"DIP Liens." The DIP Collateral Agents

and the DIP Secured Paries' rights with respect to the DIP Collateral are not subject to any
setoff, claims, withholdings or other defenses.
7. DIP Lien Priority. The DIP Liens securing the DIP Obligations shall be junior to

the: (i) Care Out and (ii) Permitted Prior Liens, and shall otherwise be senior in priority and
superior to all other security interests, mortgages, collateral interests, liens or claims on or to any
of the DIP Collateral, subject to the rights of

paries in interest to assert a Challenge as set forth

in paragraph 34 hereof. Other than as set forth herein, the DIP Liens shall not be made subject to
or pari passu with any lien or security interest heretofore or hereinafter granted in the Cases or

any Successor Cases. The DIP Liens shall be valid and enforceable against any trustee or other
estate representative appointed in the Cases or any Successor Cases, upon the conversion of any

of the Cases to a case under chapter 7 of the Banptcy Code (or in any other Successor Case),
and/or upon the dismissal of any of

the Cases or Successor Cases. No lien or interest avoided

and preserved for the benefit of any estate pursuant to section 551 of the Bankptcy Code shall
be made pari passu with or senior to the DIP Liens.
8. DIP Superpriority Claim. Upon entry of

the Interim Order, the DIP Agents and

-25A/73055169.7

DIP Secured Parties were granted (and such grant is hereby ratified, confirmed and approved on
a final basis), pursuant to section 364(c)(1) and 507(b) of

the Banptcy Code, an allowed

superpriority administrative expense claim in the Cases and any Successor Cases (collectively,
the "DIP Superprioritv Claim") for all DIP Obligations, subject to the rights of

paries in interest

to assert a Challenge as set forth in paragraph 34 hereof. The DIP Superpriority Claim shall be
subordinate only to the Care Out, and shall otherwise have priority over any and all

administrative expenses and unsecured claims against the Debtors or their estates in the Cases

and any Successor Cases, at any time existing or arising, of any kind or natue whatsoever,
including, without limitation, administrative expenses of the kinds specified in or ordered

pursuant to Banptcy Code sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506( c),
507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114, and any

other provision of the Bankptcy Code, and at all times be senior to the rights of the Debtors
and their estates, any successor trustee or other estate representative to the extent permitted by
law, or any other creditor in the Cases.
9. No Obligation to Extend Credit. None of

the DIP Agents or DIP Lenders shall

have any obligation to make any loan or advance under the DIP Documents, unless all ofthe
conditions precedent to the making of such extension of credit under the applicable DIP

Documents and this Final Order have been satisfied in full or waived in writing by each of the
DIP Lenders.
10. Use of

DIP Revolving Facilty Proceeds. From and after the Petition Date, the

Debtors shall use advances of credit under the DIP Revolving Facilty only for the puroses
specifically set forth in the Final Order, the DIP Documents and in compliance with the Budget.
A copy of

the curent Budget is anexed as Exhibit A hereto.

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11. Use of

DIP Term Facilty Proceeds. The Debtors used the proceeds of

the PERL

DIP Term Facilty and the PEAO DIP Term Facilty exclusively to repay the Refuding Amount
on the Closing Date (as defined in the DIP Credit Documents) pursuant to the Payoff

Letter and

such repayment is hereby ratified, confirmed and approved on a final basis.

Authorization to Use Cash Collateral and for Adeauate Protection
12. Authorization to Use Cash CollateraL. Subject to the terms and conditions of

this

Final Order and the DIP Documents, and in accordance with the Budget, the Debtors are
authorized to use Cash Collateral until the earlier to occur of the Termination Declaration Date

and the Commitment Termination Date. Nothing in this Final Order shall authorize the
disposition of any assets of the Debtors or their estates outside the ordinary course of business, or the Debtors' use of any Cash Collateral or other proceeds resulting therefrom, except as

permitted in this Final Order, the DIP Facilty, the DIP Documents, and in accordance with the
Budget.
13. Adequate Protection Liens.

(a) Adequate Protection Liens. Effective immediately upon entry of

the
the Banptcy Code, as

Interim Order and pursuant to section 361, 363(e) and 364(d) of

adequate protection of the interests of the Prepetition Agents and Prepetition Secured Paries in

the Prepetition Collateral against any Diminution in Value of such interests, the Debtors granted

(and such grant is hereby ratified, confirmed and approved on a final basis) (a) to the extent of

any such diminution, to the Prepetition Beta Facilty Agent, for the benefit of itself and the
Prepetition Beta Facility Lenders, continuing valid, binding, enforceable, non-avoidable and
automatically perfected postpetition security interests in and liens on the Beta DIP Collateral (the

"Beta Facilty Adequate Protection Lien"); (b) to the extent of any such diminution, to the PEAO

-27A/73055169.7

First Lien Collateral Agent, for the benefit of itself and the Prepetition Alaska First Lien Lenders, continuing valid, binding, enforceable, non-avoidable and automatically perfected
postpetition securty interests in and liens on the Alaska DIP Collateral (the "PEAO Adequate
Protection First Lien"; and (c) to the extent of

any such diminution, to the PEAO Second Lien

Collateral Agent, for the benefit of itself and the Prepetition Alaska Second Lien Facilty
Lenders, continuing valid, binding, enforceable, non-avoidable and automatically perfected

postpetition security interests in and liens on the Alaska DIP Collateral and Beta DIP Collateral

(the "Prepetition Alaska Adequate Protection Second Lien"; and together with the Beta Facilty
Adequate Protection Lien and the Prepetition Alaska Adequate Protection First Lien, the "Adequate Protection Liens").
(b) Priority of Adequate Protection Liens. The Adequate Protection Liens

shall be junior only to: (i) the Care Out, (ii) the DIP Liens, (ii) the Prepetition Liens and (iv)
Permitted Prior Liens. The Adequate Protection Liens shall otherwise be senior to all other
security interests, mortgages, collateral interests, liens or claims on or to any of

the DIP

CollateraL. Except as provided herein, the Adequate Protection Liens shall not be made subject

to or pari passu with any lien or security interest by any cour order heretofore or hereafter
entered in the Cases or any Successor Cases, and shall be valid and enforceable against any

trustee appointed in the Cases or any Successor Cases, or upon the dismissal of the Cases or any

Successor Cases. No lien or interest avoided and preserved for the benefit of any estate pursuant
to section 551 of

the Banptcy Code shall be made pari passu with or senior to the Adequate

Protection Liens.

14. Adequate Protection Superpriority Claims.
priority Claims. As fuher adequate protection

(a) Adequate Protection Super

-28A/73055169.7

of

the interests of

the Prepetition Agents and Prepetition Secured Paries in the Prepetition

Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the

Prepetition Agents and Prepetition Secured Paries were each granted (and such grant is hereby
ratified, confirmed and approved on a final basis) as and to the extent provided by
sections 503(b) and 507(b) of

the Banptcy Code an allowed superpriority administrative

expense claim in the Cases and any Successor Cases (the "Adequate Protection Superpriority
Claim").
(b) Priority of Adequate Protection Super

priority Claim. The Adequate

Protection Superpriority Claim shall be junior only to the Care Out and the DIP Obligations.

Except as set forth herein, the Adequate Protection Superpriority Claim shall have priority over

all administrative expense claims and unsecured claims against the Debtors or their estates, now

existing or hereafter arising, of any kind or natue whatsoever, including, without limitation,
administrative expenses of

the kinds specified in or ordered pursuant to sections 105,326,328,

330,331,365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent

permitted by law), 1113 and 1114 of the Bankptcy Code.

15. Adequate Protection Payments and Protections. As further adequate protection,
the Debtors were authorized and directed (and such authorization is hereby ratified, confirmed
and approved on a final basis) to provide adequate protection to the Prepetition Agents and the
Prepetition Secured Paries, in the form of: (a) accrual of

interest at the non-default contract

rate,5 and fees and other amounts due under the Prepetition Credit Documents; (b) ongoing

payment of the reasonable fees, costs and expenses, including, without limitation, legal and other

Nothing herein shall impair or enhance any rights of Lenders to assert a claim for default-rate interest under the terms of

the Prepetition Agents or Prepetition the Prepetition Credit

Documents.

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professionals' fees and expenses, as required under the Prepetition Credit Documents; (c)

continued maintenance and insurance ofthe Prepetition Collateral and the DIP Collateral in
amounts and for the risks, and by the entities, as required under the Prepetition Credit
Documents and the DIP Documents; and the agreement of

the Debtors, the DIP Lenders, the DIP

Agents, and the Prepetition Agents that the Debtors shall not sell, transfer, lease, or otherwise dispose of all or substantially all of the assets of the properties of the Debtors without the prior
written consent of

the Prepetition Agents and the Required Prepetition Lenders.

Notwithstanding anything to the contrar herein, all rights solely with respect to adequate
protection are preserved, including without limitation, rights to seek recharacterization under
section S06 of

the Banuptcy Code or other applicable law.

16. Section S07(b) Reservation. Nothing herein shall impair or modify the

application of section 507(b) of the Banptcy Code in the event that the adequate protection
provided to the Prepetition Agents and/or Prepetition Secured Paries is insuffcient to
compensate for any Diminution in Value of their interests in the Prepetition Collateral during the
Cases or any Successor Cases.

Provisions Common to DIP Financinf! and Use of Cash Collateral Authorizations
17. Amendment of

the DIP Documents. The DIP Documents may from time to time

be amended, modified or supplemented by the paries thereto upon two (2) business days'

advance notice to the Statutory Committee and the U.S. Trustee, without a hearing, if: (a) the
amendment, modification, or supplement is: (i) in accordance with the DIP Documents; (ii)
beneficial to the Debtors; and (iii) not prejudicial in any material respect to the rights of

third
the amendment, modification or

paries; (b) a copy (which may be provided by fax or email) of

supplement is provided to counsel for the Statutory Committee and the U.S. Trustee; and (c) the

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amendment, modification or supplement is filed with the Cour; provided, however, that consent
of the Statutory Committee or the U.S. Trustee, and approval of

the Cour are not necessar to

effectuate any such amendment, modification or supplement. Except as otherwise provided in
this paragraph 17, no waiver, modification, or amendment of any of

the provisions of any DIP

Document shall be effective unless set forth in writing, signed on behalf of (i) the Debtors; (ii)

one or more DIP Lenders having or holding loan exposure (including unutilzed commitments)
under the DIP Facility representing sixty-six and two-thirds percent (66~%) or more of

the

aggregate loan exposure (including unutilzed commitments) of all DIP Lenders (collectively, the
"Required DIP Lenders"); and (iii) the DIP Agents and approved by the Court on notice.
18. Budget Maintenance. The Budget and any modification to, or amendment or

update of, the Budget shall be in form and substance acceptable to and approved by the Required

DIP Lenders. The Budget may be amended or modified in writing from time to time only with
the written consent of

the Required DIP Lenders and without need for approval by this Cour.

Any amendment to the Budget shall be filed with the Cour.
19. Modification of Automatic Stay. The automatic stay imposed under Bankptcy

Code section 362(a) is hereby modified as necessar to effectuate all of

the terms and provisions

of

this Final Order, including, without limitation, to: (a) permit the Debtors to grant the DIP

Liens, Adequate Protection Liens, DIP Superpriority Claims, and Adequate Protection
Superpriority Claims; (b) permit the Debtors to perform such acts as the DIP Agents or the

Prepetition Agents each may request in its sole discretion to assure the perfection and priority of
the liens granted herein; (c) permit the Debtors to incur all

liabilties and obligations to the DIP

Agents, DIP Secured Paries, Prepetition Agents, and Prepetition Secured Paries under the DIP

Documents, the DIP Facility and this Final Order; and (d) authorize the Debtors to pay, and the

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DIP Agents, DIP Secured Paries, Prepetition Agents, and Prepetition Secured Paries to retain
and apply, payments made in accordance with the terms of

the Interim Order and this Final

Order.
20. Perfection of

DIP Liens and Adequate Protection Liens. This Final Order shall be
the validity, perfection, and priority of

suffcient and conclusive evidence of

the DIP Liens and

the Adequate Protection Liens without the necessity of filing or recording any financing

statement, mortgage, notice, or other instruent or document which may otherwise be required
under the law or regulation of any jurisdiction or the taking of any other action (including, for the

avoidance of doubt, entering into any deposit account control agreement) to validate or perfect

(in accordance with applicable non-banptcy law) the DIP Liens and the Adequate Protection
Liens, or to entitle the DIP Agents, the DIP Secured Paries, the Prepetition Agents, and the

Prepetition Secured Paries to the priorities granted herein. Notwithstanding the foregoing, each
of

the DIP Agents, DIP Collateral Agents and the Prepetition Agents are authorized to fie, as it

deems necessar or advisable in their sole discretion, such financing statements, mortgages,
notices and other instrument or documents to perfect in accordance with applicable nonbanptcy law or to otherwise evidence the applicable DIP Liens and/or Adequate Protection

Liens, and all such financing statements, mortgages, notices and other documents shall be
deemed to have been filed or recorded as of

the Petition Date; provided, however, that no such

filing or recordation shall be necessar or required in order to create, evidence or perfect the DIP
Liens and/or the Adequate Protection Liens. The Debtors are authorized and directed to execute
and deliver promptly upon demand to the DIP Agents and Prepetition Agents all such financing

statements, mortgages, title insurance policies, notices, instruents, and other documents as the
DIP Agents or Prepetition Agents may reasonably request. The DIP Collateral Agents, the

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Prepetition Beta Facility Agent, the PEAO First Lien Collateral Agent and the PEAO Second Lien Collateral Agent, each in their sole discretion, may file a photocopy of this Final Order as a

financing statement or notice with any filing or recording offce or with any registry of deeds or
similar offce, in addition to or in lieu of such financing statements, mortgages, notices of lien,
instrent, or similar document.
21. Application of Proceeds of CollateraL. Payments and Collections. As a condition

to entry into the DIP Documents, the extension of credit under the DIP Facilty and the
authorization to use Cash Collateral, the Debtors have agreed that proceeds of

DIP Collateral,

Prepetition Collateral, any amounts held on account of

the DIP Collateral or Prepetition

Collateral, and all payments and collections received by the Debtors shall be applied as follows:
(i)

first, with respect to the Obligations (as defined in the DIP Credit Agreement)
the DIP Revolving

under the DIP Revolving Facility, and ifno such Obligations in respect of

Facility are outstanding, then:

(ii) second, (A) with respect to any proceeds of Beta Collateral or Beta DIP

Collateral, first to the Obligations under the PERL DIP Term Facility, to be allocated among the

PERL Term Lenders (as defined in the DIP Credit Agreement) in accordance with each such
lender's PERL Term Pro Rata Share (as defined in the DIP Credit Agreement), second to the

extent the PERL DIP Term Facilty has been paid in full, to the Prepetition Alaska Second Lien
Obligations, to be allocated among the Prepetition Alaska Second Lien Lenders in accordance

with each such lender's PEAO Second Lien Pro Rata Share (as defined in the DIP Credit

Agreement ), and third to the extent the Prepetition Alaska Second Lien Facilty has been paid in
full, to the Obligations under the PEAO DIP Term Facility, to be allocated among the PEAO

Term Lenders (as defined in the DIP Credit Agreement) in accordance with each such lender's

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PEAO Term Pro Rata Share (as defined in the DIP Credit Agreement), and (B) any proceeds of
PEA Collateral or Alaska DIP Collateral shall be applied first to the Obligations under the PEAO

DIP Term Facilty, to be allocated among the PEAO Term Lenders (as defined in the DIP Credit
Agreement) in accordance with each such lender's PEAO Term Pro Rata Share (as defined in the
DIP Credit Agreement), second to the extent the PEAO DIP Term Facility has been paid in full,

to the Prepetition Alaska Second Lien Obligations, to be allocated among the Prepetition Alaska
Second Lien Lenders in accordance with each such lender's PEAO Second Lien Pro Rata Share

(as defined in the DIP Credit Agreement), and third to the extent the PEAO DIP Term Facilty

has been paid in full, to the Obligations under the PERL DIP Term Facilty, to be allocated
among the PERL Term Lenders (as defined in the DIP Credit Agreement) in accordance with
each such lender's PERL Term Pro Rata Share (as defined in the DIP Credit Agreement) until the PERL DIP Term Facility has been paid in full, then:

(ii) third, to the Debtors.
The provisions of this paragraph 21 and the corresponding sections of

the DIP Documents shall

be the exclusive method of application of proceeds of Collateral and shall not be affected or otherwise modified by any prepetition intercreditor agreement solely among the Prepetition
Secured Paries.

22. Proceeds of Subsequent Financing. If any of the Debtors, any trustee, any
examiner with enlarged powers, any responsible offcer or any other estate representative
subsequently appointed in these Cases or any Successor Cases, shall obtain credit or incur debt
pursuant to Banptcy Code sections 364(b), 364(c) or 364(d) in violation of

the DIP

Documents at any time prior to the indefeasible repayment in full in cash of all DIP Obligations
and Prepetition Obligations and the termination of

the DIP Agents' and DIP Lenders' obligation

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to extend credit under the DIP Facilty, including subsequent to the confrmation of any plan
with respect to the Debtors and the Debtors' estates, and such financing is secured by any DIP Collateral, then all the cash proceeds derived from such credit or debt shall immediately be
tued over to the applicable DIP Collateral Agent to be applied as set forth in paragraph 21

herein.
23. Maintenance of

DIP Collateral and Cash Management System. Until the

indefeasible payment in full in cash of all DIP Obligations and the termination of the DIP

Agents' and the DIP Lenders' obligation to extend credit under the DIP Facilty, the Debtors

shall: (a) insure the DIP Collateral as required under the DIP Facilty; and (b) maintain the cash
management system in effect as of the Petition Date, as modified by any order that may be

entered by the Cour which has been first agreed to by the Required DIP Lenders, or as otherwise
agreed to by the Required DIP Lenders, or as otherwise required by the DIP Documents.
24. Disposition of DIP Collateral; Rights of

DIP Agents and DIP Lenders. The
any portion of

Debtors shall not sell, transfer, lease, or otherwise dispose of

the DIP Collateral

without the prior written consent of

the Required DIP Lenders (and no such consent shall be

implied, from any other action, inaction or acquiescence) or as expressly permitted in the DIP
Documents, it being understood that any sale, transfer, lease or other disposition of any of

the

Debtors or all or substantially all of the assets or properties of any or all of the Debtors shall at
all times require the prior written consent of

the Required DIP Lenders and the lenders holding
the loans under the

not less than 66 2/3% of

the aggregate principal amount of each of

Prepetition Credit Facilties (the "Required Prepetition Lenders"), and it being fuher understood

that each Prepetition Lender may consent, withhold consent, or object to such sale in its sole
discretion notwithstanding the terms of any prepetition intercreditor agreement solely among the

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Prepetition Secured Paries.
25. Postpetition Financing Termination. Upon the earlier to occur of

the Matuity

Date and the date by which the DIP Lenders' Commitments (as defined in the DIP Agreement)

are terminated (the "Commitment Termination Date"): (a) all DIP Obligations shall be

immediately due and payable and all commitments to extend credit under the DIP Facilty will
terminate; and (b) all authority to use Cash Collateral shall cease, provided. however, that during the Remedies Notice Period (as defined herein), the Debtors may use Cash Collateral solely as
set forth in paragraph 12 herein.
26. Events of Default. The occurence of an "Event of Default" under the DIP

Agreement, as set forth therein shall constitute an event of default under this Final Order, unless
waived in writing by the Required DIP Lenders (the "Events of Default").
27. Rights and Remedies Upon Event of Default.

Immediately upon the occurrence

and during the continuation of

an Event of

Default: (a) the DIP Administrative Agent at the

request of (or with the consent of) the Required DIP Lenders shall declare: (i) all DIP
Obligations owing under the DIP Documents to be immediately due and payable; (ii) the

termination, reduction or restriction of any further commitment to extend credit to the Debtors to
the extent any such commitment remains; and/or (ii) the termination of

the DIP Agreement and

any other DIP Document as to any futue liabilty or obligation of

the DIP Agents and the DIP

Secured Paries, but without affecting any of

the DIP Liens or the DIP Obligations; and (b) the

DIP Agents and/or the Prepetition Agents (with the consent of

the Required DIP Lenders or, in

the case of

the Prepetition Credit Facilties, the Required Prepetition Lenders) may declare a

termination, reduction or restriction on the ability of the Debtors to use Cash Collateral during the Remedies Notice Period defined below (any such declaration, shall be referred to herein as a

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"Termination Declaration"). The Termination Declaration shall be given by fax or email to
counsel to the Debtors, counsel to the Prepetition Agents, counsel to the Statutory Committee,

and the U.S. Trustee (the earliest date any such Termination Declaration is made shall be

referred to herein as the "Termination Declaration Date"). The DIP Obligations shall be due and
payable, without notice or demand, and the use of Cash Collateral shall automatically cease on

the Termination Declaration Date. Any automatic stay otherwise applicable to the DIP Agents
or the DIP Lenders is hereby modified so that five (S) business days after the Termination
Declaration Date (the "Remedies Notice Period"), (A) the DIP Agents (at the direction of

the

Required DIP Lenders) and the Postpetition Hedge Provider shall be entitled to: (i) exercise all

rights and remedies against the DIP Collateral in accordance with the DIP Documents and this
Final

Order and shall be permitted to satisfy the DIP Obligations, DIP Superpriority Claim and

DIP Liens, subject to paragraph 21 and the Care Out; or (ii) upon entry of

the Final Order, the

DIP Administrative Agent shall upon direction of

the Required DIP Lenders, with the full

cooperation of

the Borrowers, and without any objection by the Borrowers, complete the
the

Proposed Asset Sale (as defined in the DIP Agreement) in accordance with section 363 of

Bankptcy Code, in which case the DIP Administrative Agent shall have a power of attorney
from the Borrowers to take all steps necessar or advisable to complete the sale process
commenced during the Case in accordance with §363 of

the Banptcy Code and applicable

orders of the Banptcy Cour (it being understood that such Proposed Asset Sale may not be
consumated without the prior written consent of

the Required DIP Lenders and the Required

Prepetition Lenders); and (B) the DIP Agents (at the direction of

the Required DIP Lenders) and

the Postpetition Hedge Provider shall be entitled to exercise their rights and remedies to satisfy the Prepetition Obligations, Adequate Protection Superpriority Claims and Adequate Protection

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Liens. During the Remedies Notice Period, the Debtors and the Statutory Committee shall be

entitled to seek an emergency hearing with the Cour for the sole purose of contesting whether
an Event of

Default has occured and/or is continuing. Unless the Cour determines during the
Default has not occured and/or is not continuing,

Remedies Notice Period that an Event of

unless the DIP Administrative Agent (with the consent of or at the direction of

the Required DIP

Lenders and the Required Prepetition Lenders) has elected to complete Proposed Asset Sale in

accordance with section 363 of the Banptcy Code, the automatic stay shall terminate at the
end of

the Remedies Notice Period without fuher action, notice or order and the DIP Agents,

DIP Secured Parties, Prepetition Agents, and Prepetition Secured Paries shall be permitted to
exercise all remedies set forth herein, in the DIP Agreement, the DIP Documents, Prepetition

Credit Agreements and Prepetition Credit Documents, as applicable, and as otherwse available

at law or in equity against the DIP Collateral and/or Prepetition Collateral, without fuher order
of or application or motion to the Cour, and without restriction or restraint by any stay under
sections 362 or 105 of the Banptcy Code, or otherwise, against the enforcement of

the liens

and security interests in the DIP Collateral and Prepetition Collateral or any other rights and

remedies granted to the DIP Agents and the DIP Secured Paries with respect thereto pursuant to i

the DIP Agreement, DIP Documents, or this Final Order. Any remedies taken affecting any
leases or premises subject to any leases shall be in accordance with applicable federal and state
law, the Bankptcy Code, the governing leases, consent of the applicable landlord (if

required),

or as otherwise ordered by the Cour.
28. Good Faith Under Section 364(e) of

the Banptcy Code: No Modification or

Stay of

this Final Order. The DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries each have acted in good faith in connection with the Interim Order

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and this Final Order and their reliance on the Interim Order and this Final Order is in good faith.

Based on the findings set forth in this Final Order and the record made during the Interim
Hearing and Final Hearing, in the event any or all of the provisions of this Final Order are

hereafter modified, amended or vacated by a subsequent order of this Cour or any other court,
the DIP Agents and DIP Secured Paries are each entitled to the protections provided in section
364(e) of

the Banptcy Code. Any such modification, amendment or vacatur shall not affect

the extent, validity, perfection, priority, allowabilty, enforceabilty or non-avoidability of any
advances previously made or made hereunder, or lien, claim or priority granted, perfected,

authorized or created previously or hereby. Any liens or claims granted to the DIP Agents or
DIP Secured Parties hereunder arising prior to the effective date of any such modification, amendment or vacatur of the Interim Order or this Final Order shall be governed in all respects
by the original provisions of

this Final Order, including entitlement to all rights, remedies,

privileges and benefits granted herein.
29. Indemnification of

DIP Agents and DIP Secured Parties. The Debtors shall

indemnify and hold harless the DIP Agents and each DIP Secured Party and their respective
shareholders, directors, agents, offcers, subsidiaries and affliates, successors and assigns,
attorneys and professional advisors, in their respective capacities as such, from and against any

and all damages, losses, settlement payments, obligations, liabilties, claims, actions or causes of
action, whether groundless or otherwise, and reasonable costs and expenses incurred, suffered,

sustained or required to be paid by an indemnified par of every nature and character arising out
of or related to the DIP Documents, or the DIP Facilty or the transactions contemplated thereby
and by this Final Order, whether such indemnified par is pary thereto, as provided in and
pursuant to the terms of

the DIP Documents and as fuher described therein and herein, except

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to the extent resulting from such indemnified par's gross negligence or wilful misconduct as

finally determined by a final non-appealable order of a cour of competent jurisdiction. The indemnty includes indemnification for the DIP Agents' and each DIP Secured Pary's exercise
of discretionary rights granted under the DIP Facilty. In all such litigation, or the preparation

therefor, the DIP Agents and each DIP Secured Par shall be entitled to select their own counsel
and, in addition to the foregoing indemnity, the Debtors agree to promptly pay the reasonable
fees and expenses of such counsel.
30. Proofs of Claim. The DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries shall not be required to fie proofs of claim in any of the Cases or any
Successor Cases, and the Debtors' Stipulations in paragraph G of

this Final Order shall be

deemed to constitute a timely filed proof of claim. Any order entered by the Cour in connection
with the establishment of a bar date for any claim (including, without limitation, administrative
expense claims) in the Cases or any Successor Cases shall not apply to the DIP Agents, the DIP

Secured Paries, Prepetition Agents, or the Prepetition Secured Paries.
31. Rights of Access and Information. Without limiting the rights of access and

information afforded the DIP Agents and DIP Secured Paries under the DIP Documents or the
Prepetition Agents and Prepetition Secured Paries under the Prepetition Credit Documents, the

Debtors shall be, and hereby are, required to afford representatives, agents and/or employees of

the DIP Agents, DIP Secured Paries, Prepetition Agent and Prepetition Secured Parties
reasonable access to the Debtors' premises and their books and records in accordance with the
DIP Documents and Prepetition Documents, as the case may be, and shall reasonably cooperate, consult with, and provide to such persons all such information as may be reasonably requested.
In addition, by consenting to entry of

this Order, the Debtors have authorized their independent

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certified public accountants, financial advisors, restrctuing advisers, investment baners and

consultants to cooperate, consult with, and provide to the DIP Agents and Prepetition Agents
(and so long as an Event of

Default has occurred and is continuing, each DIP Secured Pary and

Prepetition Secured Pary) all such information as may be reasonably requested with respect to
the business, results of operations and financial condition of the Debtors.
32. Care Out.
(a) Carve Out. As used in this Final Order and the DIP Agreement, the

"Care Out" means, upon the earliest to occur of the Termination Declaration Date or
Commitment Termination Date, the following expenses: (i) statutory fees payable to the United

States Trustee pursuant to 28 U.S.C. § 1930(a)(6); and (ii) Priority Professional Expenses. As
defined in the DIP Agreement, the term "Priority Professional Expenses" means allowed and
unpaid fees, costs and expenses of

professionals retained in these Cases pursuant to Sections 327,
any attorneys, accountants, financial

328 and 1103 of

the Banptcy Code consisting of

advisors, and consultants retained by Debtors or a Statutory Committee (the "Case

Professionals"); provided, however, that (i) the term "Priority Professional Expenses" shall not
include any Ineligible Professional Expenses (as defined below) and (ii) the amount of

Priority

Professional Expenses incured in any period shall not exceed the Professional Expense Cap. As
defined in the DIP Agreement, the term "Professional Expense Cap" means, with respect to fees,
costs and expenses of

professionals retained in the Case pursuant to Sections 327, 328 and 1103

of the Bankptcy Code prior to the occurrence of an Event of Default, the cumulative amounts
set forth for such fees, costs and expenses in the Budget on an accrual basis, to the extent such
fees, costs and expenses are actually incurred prior to an Event of Default, and from and after the
occurence of an Event of Default, $1,000,000 in the aggregate (inclusive of

any holdbacks

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required by the Banptcy Cour), provided, however, that from and after the occurence of an
Event of Default, all amounts expended thereafter for Priority Professional Expenses shall reduce

the Professional Expense Cap dollar for dollar. For the avoidance of doubt, the amount provided
in the Budget with respect to costs and expenses of professionals retained in these Cases
pursuant to Sections 327,328 and 1103 of the Banptcy Code consisting of

any attorneys,

accountants, financial advisors, and consultants retained by the Statutory Committee shall be no

less than $1,200,000 ("Committee Professional Fee Amount"), provided, however, to the extent
that any such amounts are not used to satisfy such obligations, any remaining amount shall revert
to the Estate.
(b) No Direct Obligation to Pay Professional Fees; No Waiver of

Right to

Object to Fees. The DIP Agents, DIP Secured Parties, Prepetition Agents, and Prepetition
Secured Paries shall not be responsible for the direct payment or reimbursement of any fees or

disbursements of any Case Professionals or Committee Expenses incured in connection with the
Cases or any Successor Cases under any chapter of

the Banptcy Code. Nothing in this Final

Order or otherwse shall be construed: (i) to obligate the DIP Agents, DIP Secured Paries,
Prepetition Agents or Prepetition Secured Paries, in any way to pay compensation to or to

reimburse expenses of any Case Professional or the Committee Expenses, or to guarantee that

the Debtors have sufficient fuds to pay such compensation or reimbursement; (ii) to increase the

Care Out if actual Allowed Professional Fees are higher in fact than the estimated fees and
disbursements of Case Professional reflected in the Budget; (iii) as consent to the allowance of
any professional fees or expenses of any Case Professionals; or (iv) as consent to the allowance
of any Committee Expenses. Any funding of

the Care Out shall be added to and made a par of

the DIP Obligations and secured by the DIP Collateral and otherwise entitled to the protections

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granted under this Final Order, the DIP Documents, the Banptcy Code and applicable law.
33. Limitations on the DIP Facilty. the DIP CollateraL. the Cash Collateral and the

Care Out The DIP Facilty, the DIP Collateral, the Cash Collateral, and the Care Out may not
be used to pay Ineligible Professional Expenses. As defined in the DIP Agreement, "Ineligible

Professional Expenses" means any fees or expenses incured by any Person, including a
Statutory Committee or any Debtor in (A) preventing, hindering or delaying the applicable
Collateral Agent's enforcement or realization upon any of

the Collateral once an Event of

Default has occured, (B) using or seeking to use cash collateral not in compliance with the
Budget and the Interim Order or the Final Order, whichever is in effect at the time of

reference

thereto, or sellng any other Collateral, in each case without the Required DIP Lenders' consent,
(C) incuring Indebtedness not permitted by Section 6.1 of

the DIP Credit Agreement and (D)

objecting to or contesting in any maner, or in raising any defenses to, the validity, extent,
amount, perfection, priority or enforceability of the Prepetition Lender Debt or the Obligations or

any mortgages, Liens or security interests with respect thereto or any other rights or interests of the Agents and the Lenders, or in asserting any claims or causes of action, including, without
limitation, any actions under Chapter 5 of

the Bankrptcy Code, against the Agents or the
investigating or analyzing any of

Lenders, provided, however, that the process of

the foregoing

items listed in clause (D) hereof

prior to the filing of

an objection or a lawsuit, or the

commencement of a contested matter or adversary proceeding, with respect to the Prepetition

Lender Debt, the Obligations, the Liens or any potential claims or causes of action against the

Agents or the Lenders shall not constitute Ineligible Professional Expenses up to the amount of
$100,000.
34.

Reservation of Certain Third Par Rights and Bar of Challenges and Claims. The

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Statutory Committee may seek to object to or to challenge the findings or Debtors' Stipulations
regarding: (a) the validity, extent, priority, or perfection of

the mortgages, securty interests, and

liens of the Prepetition Agents or any Prepetition Secured Pary; (b) the validity, allowabilty,
priority, fully secured status or amount of

the Prepetition Obligations; or (c) the validity,

allowabilty, priority, fully secured status or amount of

the PERL DIP Term Facilty, PERL

Refuding Amount, PEAO DIP Term Facility, or PEAO Refuding Amount. The Statutory
Committee must commence, as appropriate, a contested matter or adversary proceeding raising

such claim, objection, defense, or other challenge, including, without limitation, any claim

against any Prepetition Agent or Prepetition Secured Pary in the natue of a setoff, counterclaim
or defense to the applicable Prepetition Obligations or the Prepetition Liens (each, a
"Challenge") on or before July 13,2009 (the "Challenge Period"). Upon the occurence of

the

expiration of

the Challenge Period (the "Challenge Period Termination Date"): (A) any and all

Challenges by any pary (including, without limitation, the Statutory Committee, any chapter 11
trustee, and/or any examiner or other estate representative appointed or elected in these Cases, and any chapter 7 trustee and/or examiner or other estate representative appointed or elected in
any Successor Cases), shall be deemed to be forever waived and bared; and (B) all of

the

Debtors' Stipulations, waivers, releases, affirmations and other stipulations as to the priority,

extent, and validity as to the Prepetition Agents' and each Prepetition Secured Pary's, claims,
liens, and interests shall be of

full force and effect and forever binding upon all the Debtors'

estate and all creditors, interest holders, and other paries in interest in these Cases and any

Successor Cases. This is without prejudice for the Statutory Committee to ask for a fuher
extension of the Challenge Period, which the Lenders shall have no requirement to grant.
35. Settlement Proceeds. Provided solely in the event that the Statutory Committee

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does not bring a Challenge as defined in Paragraph 34, the Prepetition Lenders and DIP Lenders
shall

leave the following assets (the "Settlement Proceeds") to the Estate (subject to paragraph 38

herein): First $2 milion (in aggregate) from cash proceeds received with respect to either (i) any
cash proceeds received by the Debtors as a result of

the Adversar Proceeding (as defined

herein) or (ii) any cash proceeds received by the Debtors as a result of the recovery of Production
Payments, as provided in paragraph 37 herein.
36. Adversary Proceeding. The Debtors shall file an adversary proceeding (the

"Adversar Proceeding") against Union Oil Company of California ("Chevron") to (i) challenge
the lien rights asserted by Chevron in that certain Motion of Union Oil Company of California

fied March 23, 2009 (docket No. 100) and (ii) recover proceeds in the amount of$5,510,263
(plus interest) which amounts have been segregated pursuant to that certain Order Governing
Furher Proceedings on Motion of Union Oil Company of California For Relief

From Automatic

Stay entered by the Cour on April

28, 2009 (docket No. 230). The Debtors shall include the

Prepetition Lenders and the DIP Lenders as parties to the Adversary Proceeding. The Debtors
shall have no obligation to file the Adversar Proceeding if Chevron has filed an adversar
proceeding on or before June 10.

37. Production Payments. In accordance with the DIP Budget attached hereto, the

Debtors shall create three separate, interest-bearing reserve accounts (each, a "Production Payment Reserve Account"), which shall be used solely to make Production Payments upon a

final and non-appealable order by the Cour allowing such Production Payments to be paid to (i)
Aera Energy LLC and SWEPI LP, (ii) Noble Energy Inc., and (iii) the Medema Family Trust,
John N. and Debra Robinson or LAB Properties (each of

the separate entities named in clauses

(i) through (iii) herein, a "Production Payment Recipient"), as the case may be. If the Cour

-45A/73055169.7

determines pursuant to a final and non-appealable order that any of such Production Payments

are not due and owing, then any amounts in the applicable Production Payment Reserve Account

may be used to satisfy paragraph 35(ii) above, subject to the limit set forth therein. Each
Production Payment Reserve Account shall be funded in the amounts set forth in the DIP Budget attached hereto that are attributable to the Production Payment reserved by such Production

Payment Recipient. The ultimate determination ofthe amount of any Production Payment
Recipient's Production Payments shall not be limited to the amounts fuded into the applicable
Production Payment Reserve Account. Funding of

the Production Payment Reserve Accounts
this Order.

shall occur promptly after the entry of

38. Deficiency Claim. The Prepetition Lenders and the DIP Lenders shall

subordinate their unsecured deficiency claims to the claims of the general unsecured creditors solely with respect to the Settlement Proceeds, if any, avoidance actions under chapter 5 of the
Banptcy Code (except those arising under section 549 of

the Banptcy Code) (collectively,
any, and any remainder

the "Avoidance Actions") and the proceeds of Avoidance Actions, if

from the Committee Professional Fee Amount pursuant to paragraph 32 herein; provided,

however, that such subordination shall arise solely in the event that the Statutory Committee

does not bring a Challenge. The Prepetition Lenders and the DIP Lenders shall assign to the
Estate, solely with respect to the Settlement Proceeds, if any, and the proceeds of the Avoidance

Actions, if any, for the benefit of the holders of general unsecured claims, the subordination
rights it currently has vis a vis the claims of

Forest Oil Corporation, provided, however, that such

assignment shall occur solely in the event that the Statutory Committee does not bring a

Challenge. Nothing in this Final Order shall determine any pary's rights and obligations under
that certain Subordination Agreement dated as of August 24, 2007 among the Prepetition

-46A/73055 i 69.7

Lenders and Forest Oil Corporation.
39. Avoidance Actions. For avoidance of doubt, no liens, priority claims or

superpriority claims granted herein or in the Interim Order shall attach to A voidance Actions or

the proceeds thereof (except those arising under section 549 of the Banptcy Code).
40. Reservation of Rights With Respect to Union Oil Company of

California.

Notwithstanding any other provision, recital, finding or conclusion in this Final Order, nothing in
this Final Order or the DIP Documents (A) determines the validity or relative priority of

the liens

and security interests Union Oil Company of California ("Union") asserts in (i) that certain
property in the Trading Bay area in Cook Inlet, Alaska known as the Trading Bay Unit ("TBU") and Trading Bay Field ("TBF"), (ii) oil extracted from TBU and/or TBS, and/or (iii) proceeds

from the sale of such oil including, without limitation, "Proceeds" as defined in the Order
Governing Further Proceedings On Motion of Union Oil Company of California For Relief

from

Automatic Stay (docket no. 230), or (B) authorized the use of

such Proceeds.

41. Reservation of

Rights With Respect to Production Payments. Notwithstanding

any other provision, recital, finding or conclusion in this Final Order, nothing in this Final Order,
the creation of

the Production Payment Reserve Accounts, or the DIP Documents is with

prejudice to and does not constitute a waiver of, expressly or implicitly, any claim, right, title or

interest of paries claiming ownership of Production Payments, including but not limited to (i)
Noble Energy, Inc.'s rights to its Production Payment and the relief sought in Adversary No. 0951009, Noble Energy, Inc. v. Pacific Energy Resources Ltd.; (ii) the Medema Family Trust's

rights to its Production Payment; (ii) Aera Energy LLC's rights (including its assigned interest
from SWEPI LP) to its Production Payment and any relief sought from the Cour by Aera,

including without limitation, in any adversar proceeding; and (iv) any other Production

-47A/73055169.7

Payment Recipient.

42. No Third Pary Rights. Except as explicitly provided for herein, this Final Order

does not create any rights for the benefit of any third pary, creditor, equity holder or any direct,
indirect, or incidental beneficiar.
43. Section 506(c) Claims. No costs or expenses of

administration which have been

or may be incurred in the Cases at any time shall be charged against the DIP Agents, DIP

Secured Paries, Prepetition Agents or Prepetition Secured Paries or any of their respective
claims, the DIP Collateral or the Prepetition Collateral pursuant to section 105 or 506(c) of

the
the affected DIP

Banptcy Code, or otherwise, without the prior express written consent of

Agent, DIP Secured Par, Prepetition Agent or Prepetition Secured Part, and no such consent
shall be implied, directly or indirectly, from any action, inaction, or acquiescence by any such
agents or lenders.
44. No Marshaling/Applications of

Proceeds. The DIP Agents, DIP Secured Paries,

Prepetition Agents, and Prepetition Secured Parties shall not be subject to the equitable doctrine
of "marshaling" or any other similar doctrine with respect to any of

the DIP Collateral or the

Prepetition CollateraL.

45. Section 552(b). The DIP Agents, DIP Secured Parties, Prepetition Agents, and

Prepetition Secured Paries shall each be entitled to all of the rights and benefits of section
552(b) of the Banptcy Code, and the "equities of

the case" exception under section 552(b) of

the Banptcy Code shall not apply to any of the Prepetition Agents or Prepetition Secured
Paries with respect to proceeds, product, offspring or profits of any of

the Prepetition CollateraL.

46. Discharge Waiver. The Debtors expressly stipulate, and the Court finds and

adjudicates that, the DIP Obligations shall not be discharged by the entry of an order confirming

-48A/73055169.7

any plan of reorganization, notwithstanding the provisions of section 1141 (d) of the Banptcy
Code, unless the DIP Obligations have been paid in full in cash on or before the effective date of
a confirmed plan of reorganization.
47. Rights Preserved.

(a) Notwithstanding anything herein to the contrar, the entry of

this Final

Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly: (a) the

DIP Agents', any DIP Secured Pary's, the Prepetition Agents' or any Prepetition Secured
Pary's right to seek any other or supplemental relief in respect of any Debtor, including the right
to seek additional adequate protection (without prejudice to any other person's right to object to
or otherwse oppose such additional adequate protection); or (b) any ofthe rights of

the DIP

Agents, any DIP Secured Par, the Prepetition Agents or any Prepetition Secured Party under

the Banruptcy Code or under non-banptcy law, including, without limitation, the right to
(i) request modification of the automatic stay of section 362 of

the Banptcy Code, (ii) request

dismissal of any of the Cases or any Successor Cases, conversion of any of the Cases to a case

under chapter 7, or appointment of a chapter 11 trustee or examiner with expanded powers, or
(ii) propose, subject to the provisions of section 1121 of

the Banptcy Code, a chapter 11 plan

or plans.
(b) Other than as expressly set forth in this Final Order, any other rights,

claims or privileges (whether legal, equitable or otherwise) of

the DIP Agents, DIP Secured

Parties, Prepetition Agents, and Prepetition Secured Paries are preserved.
48. No Waiver by Failure to Seek Relief. The failure of any DIP Agent, any DIP
Secured Pary, any Prepetition Agent or any Prepetition Secured Par to seek relief or otherwse

exercise its respective rights and remedies under the Interim Order, this Final Order, the DIP

-49A/73055169.7

Documents, the Prepetition Credit Documents or applicable law, as the case may be, or to fie an
objection to the Debtors' use of

Cash Collateral except in accordance with this Final Order, shall
the rights hereunder, thereunder, or otherwise of

not constitute a waiver of any of

the applicable

DIP Agent, DIP Secured Pary, Prepetition Agent or Prepetition Secured Party.
49. Binding Effect of

Final Order. Immediately upon entry by this Cour

(notwithstanding any applicable law or rule to the contrary), the terms and provisions of

this
the Debtors, the DIP

Final Order shall become valid and binding upon and inure to the benefit of

Agents, the DIP Secured Paries, the Prepetition Agents, the Prepetition Secured Paries, all other
creditors of the Debtors, the Statutory Committee or any other cour appointed committee

appointed in the Cases, and all other paries in interest and their respective successors and
assigns, including any trustee or other fiduciary hereafter appointed in any of

the Cases, any

Successor Cases, or upon dismissal of any of the Cases or any Successor Cases.
SO. No Modification of

Final Order. Until and unless the DIP Obligations and

Prepetition Obligations have been indefeasibly paid in full in cash (such payment being without

prejudice to any terms or provisions contained in the DIP Facilty which survive such discharge

by their terms) and all commitments to extend credit under the DIP Facilty have been
terminated, the Debtors irrevocably waive the right to seek and shall not seek or consent to,
directly or indirectly: (a) without the prior written consent of

the DIP Agents (which consent
the Required DIP Lenders) and

shall be provided only at the direction or with the consent of

Prepetition Agents (i) any modification, stay, vacatur or amendment to this Final Order (and no
such consent shall be implied by any other action, inaction or acquiescence of

the applicable DIP

Agent, DIP Secured Paries, Prepetition Agent or Prepetition Secured Paries); or (ii) a priority
claim for any administrative expense or unsecured claim against the Debtors (now existing or

-50A/73055169.7

hereafter arising of any kind or natue whatsoever, including, without limitation any
administrative expense of the kind specified in sections 503(b), 507(a) or 507(b) of

the

Banptcy Code) in the Cases or any Successor Cases equal or superior to the DIP
Superpriority Claim or Adequate Protection Superpriority Claim, other than the Care Out;
(b) without the prior written consent of

the Required DIP Lenders, DIP Agents and Prepetition

Agents, any order allowing use of Cash Collateral; and (c) without the prior wrtten consent of
the Required DIP Lenders, DIP Agents and the Prepetition Agents, any lien on any of

the DIP

Collateral with priority equal or superior to the DIP Liens, Prepetition Liens, or Adequate
Protection Liens.

51. Final Order Controls. In the event of any inconsistency between the terms and

conditions of

the DIP Documents, the Interim Order and this Final Order, the provisions of

this

Final Order shall govern and control.
52. SurvivaL. The provisions of this Final Order and any actions taken pursuant

hereto shall surive entry of any order which may be entered: (a) confirming any plan of

reorganization in any of the Cases; (b) converting any of the Cases to a case under chapter 7 of

the Banptcy Code; (c) dismissing any of the Cases or any Successor Cases, to the extent
authorized by applicable law; or (d) pursuant to which this Cour abstains from hearing any of
the Cases or any Successor Cases. The terms and provisions of

this Final Order, including the

claims, liens, security interests and other protections granted to the DIP Agents, DIP Secured

Parties, Prepetition Agents and Prepetition Secured Paries pursuant to this Final Order and/or
the DIP Documents, notwithstanding the entry of any such order, shall continue in the Cases, in
any Successor Cases, or following dismissal of any of

the Cases or any Successor Cases, and

shall maintain their priority as provided by this Final Order until all DIP Obligations and

-51A/73055169.7

Prepetition Obligations have been indefeasibly paid in full in cash and all commitments to

extend credit under the DIP Facilty are terminated. The terms and provisions concerning the
indemnification of the DIP Agents and DIP Secured Paries shall continue in each of

the Cases,

in any Successor Cases, following dismissal of any of the Cases or any Successor Cases, and
following termination of the DIP Documents and/or the repayment of

the DIP Obligations.

53. Effect of

this Final Order. This Final Order shall constitute findings of

fact and

conclusions of law pursuant to Banptcy Rule 7052 and shall take effect and be enforceable
nunc pro tunc to the Petition Date immediately upon execution hereof.
54. Retention of Jurisdiction. The Cour has and wil retain jurisdiction to enforce

this Final Order according to its terms.
SO ORDERED by the Cour this _ day of

, 2009.

The Honorable Kevin J. Carey Chief United States Banptcy Judge

-52A/73055169.7

Exhibit A

Budget

A/73055169.7

Pacif"ic EDerg Resoun: Ltd.

Weekly DIP Fontst
3/13 4/10 oW 27.340 27,145 27,098 27,050 $ 415 634 2.723 635 $ $ $ 5,005 640 1,184 403 1.147 403 27.291 27,242 27.193

Re Bud

(US $'s in thousands)

.1lIimßl.'i
M
22,050 25,427 $ $ 290 335 408 656 479 $ $ 25,382 26,563 27.390 $ $ 392 250 642 250 394 479 290 (290) (1,588) 25 99 293 (927) (1.712) 293 (634) (1.550) 134 127 (551) (626) (699) 3.592 (676) 134 127 134 127 134 127 134 127 25 99 25 99 (528) 4,241 25 99 (365) (438) 3,853 (415) (3.358) 1,588 634 1,550 (479) 247 190 (916) 656 415 3,358 144 $ 2.418

1a
m.
§!
24.ii
24.069

ll
.i
§i
4.509

:!
40 40 64
4.365

~
~

~

Ba\s pro

Remi reipt

Royaty paymnt LOE SGU I peñomi bond
30 365
30 438

Crtica ver paym
(642) 247 280 (1,169) 247 280 2,024

Oprating outfows

Oprating cah flow

(40)

Gro CapE.,

Maena CapEx
1497
(3,482)

Tot Cah Aow

(1843)

_'m~'IiiiifUVI
3,850 3.839 $ $ 1,032 $ $ $ $ $ 279 $ $ $ 2,275 2,449 2,099 1,573 2,485 2,483 3.846 3,843

Barls pro
2.800
2.797 $ $ 185 257 74 105 227 48 155 40 148 19 199 58 111 246 50 407 (407) (220) (137) 20 220 416 208 (208) 16 160 48 150 593 305 (305) (332) 22 $ $ 69 (207) (297) 807 332 30 225 40 207 (593) 355 ISO 255 79 27 $ 611

2.624 $ 160 48

2.622 36 76 60 10

Reemi reipt

Royaty paymnt LOE SGU I peñomi bond

23
17
40 297

333 73 10

60 44

Unied Coii Crtica vendr paym

Oprating outfows

104 (104) 16

208 (208) 19

146 (109) 19

Oprating cah flow
69 20 69

Growt CapEx

Maii CapEx
(593) $
355 $

Tot Cah Flow

(305) $
(332) $
785

(276) $

(365) $
(475) $ (240) $

(157) $

(223) $

(10) $

(226) $

(128)

asl:lllHlllo.rrm:....II"..
659 25 30 291 25 30 343 612 25 25 169 25 27 475 156 25 127

Coipiall SG&A & Ot Contngnc Cape
487 25 25
47 25 490
384 25 30

Prfesona Fee

MoIt liere Payim

268 25 25

47 25 1.506

169 25 567 562

92 25 320

268 25 266

47 25 127

Tot Recipt

Tota OpratiDisb~nt

1.893 805 1.075 1234 1077 692 I 123 1.06 3,846 867 1.017 1.784 1.109 1742

3.029 1.032 4.509 279 5,005 36
(355) (30) (169) (25) (169) (1.506) (165) (320) (337) (266) (337) (127)

Net Oprati Cah Flow

(1.893) 2,224 (1,075) (1.234) (46) (692) 3.386 (1.206) (3.846) (588) 3.988 (1,784) (1,109) (1.706)

Cuatic Net Opting Cah Aow

Rollin Cumti r.'ct Opeti Cah Aow Swap Seenini - Be
(552) (30) (462) (30) (343) (286) (25) (308) (25) (355) (490) (1,910) (552) (127)

(1,893) 331 (745) (1.978) (2,024) (2.716) 670 (535) (4.381) (4.969) (981) (2.765) (3.874) (5,579)
(1.893) 2,224 (1,075) (1.978) (131) (3.047) 1,415 1.443 (2.357) (2.253) (1.651) (2,229) 508 (610)

Tot Cape

310 307 304
'360

Tot Prfesona Fee
(2,475) 2.475
930

Moity In Paym
1,55
'2.80

Total Casb Flow (Nee)

Cumulatie Casb Flw

(1,5
'484
(69) '4.453'

(1,5
'5

(355) (27) (475) 2,530

(1,590) '5.oSO'

(3.733) '8,783

(2,22)
11.04

(165) (567) (562) 2,694 ,51

10,19

(2,2)

(1,409) 12,028

(2.170) 14.198

.Mli-immiil-::I_
500 (2.005)

PER Bal
3.00
(720) 775 500 355

Net Cah Flow

1.190 (1,727) (1,213) (978) (1,261) 2.771 (1,115) (3,631) (2.106) 2.780 (2.149) (1,320) (9.184)

775 1,940 840 80S 772 814 3..80 760 817 788 3,444 782 841

PER Borrwi PEAO Fui

2.00 1,600 1.00 1,60 1,60 3,800 2,300 2.300 1.500 9.400

Cah Swe

(25) (I 190) (90) (55) (22) (64) (2,530) (10) (67) (38) (2,694) (32) (91)

(183) (332) (276) (241) (475) (102) (157) (85) (120) (88) (128)

EDdiDg Balalle

1340 840 805 772 814 3.280 760 817 788 3.444 782 841 838
855

PEAO Balan Net Cah Flow 250 (470) 720 500

855 500 500 1,409
(183) (332) 909 (276)

PER Fwing

500 (241) 241 500

500 (475) 475 500

500 (102) 102 500

500 (157) 157 500

500 (85) 85

500 (120) 120

500 (88) 88

500 (128) 128

Cah Swe

EDdiDg BalaDCc

183 332 (355)1.409276 (909) 500 50 500

50

500

500

500

Be Ea Ou Segrgaed Fwi AERA Resct Cah Contbuion Noble Rescted Ca:i Contbution

(6.300)

Enng Bal

~ 7~
il
36

AI Segrgate Fwi

Rect Cah ConL,butons

End Bal

PERL borrwiog5 Det of swp

3,0

(25

455

1,510

945

669

(64)

(930)

3,790

2,23

(38)

(394)

1.468

9,309

~

Tr suof$550,OO ofth: Inrim

Orr Aiun is rect an wil only ma avalable in th evcnl ora delay be

or diruon du to th pa actons of an scheed reipl of oil reri dung th iner period

lofJ

6/412009

PKifc Eoerg Reurc Ltd. Weekly DIP Fore

Re Bud

(US S's in thousands)

.ll'i:WllWllf.lll'I'
27,003 26,862 26,815 26.956

§l
§!
11
2H
26,489 $ 1.061 399 630 398 $ 398 845 26,473 26.443 712,738

1l
1f
!1
26.675 26,628 26,582 26,535

1.
1I
8/2

!i
2L
4,3%

~
1,46
2.525 (2.525) (398) (845) 3,292 398 845 23.181

.I
8,497 14,124

Ban"'s prouc

26,90
26,768 26,721

Reemi reipt
633 413 631 1,346 632 401 411 1,035 630

5.859

4,287

Royalty payrnt

WE
633 (633) 413 1,978 (1,978) (401) (631) 3,876 (1,665) (399) (630) 3,998 401 631 411 1,665 399 630 398

SG&A / pedomi bond

Critica vendr paym

Oprating ouows

~

Oprating cahflow

5.44

Growt CapEx Manina CapEx

293 293 125 125 125 125 125 166 166 166 166 117 117
!m
(2,689) 45,865 1,958 255 48 160 48 394 44 160 48

loSlO

Tot Cah Flow

(926) 5,153 (2.103) (525 (756) 3,751 (1,790) (565) (795) 3,832 (2,691) (514) (%2)
2.619 2,617 348 348 347

_'A'i..~lIlllflrili

Barls pr
60 10

Recmi rept

Royaiy paymil

WE

SG&A / pedomi bond

409 2,927 1,350

Unied Comm Crtica vendr paym
302 (302) (438) (208) (70) (208) 438 208 208 70

Oprating ouows

5.146

!!
(3.188)

so

Opting cah flow

Growt CapEx

Mana CaEx
(321) $ (457) $ (270) $ (132) $ (270)

g g a a a

~
(3,7SO)

Tot Cah Flow

..lIlft"l!f'llmm.lftramlm.i;...ï¡I"..

Otr 2,244 176 47 826 47 299 47 169 554 25 25 64 9;177 Coii~ncFee 1,443 56316925 25 25 25 25 25 25 25313 47135 10,923 Prfesona Cape 25 25 336 421 369 989 525 40 759 470 525 25 675 755
3.179 5,859 1,027 2,355 518 1,665 4,287 458

Motty Inter Payrnl 495 563 615 335 3,388
1,%4

Corpraic SG&A&

Tot Recipt

4.3%

28,431 799 (799) (7.845) 620 952 2,838

Tot Oprati Disburrrni
(1,%4)

44
(44)
(7,04)
(246) 298 (191) (525)

44
3,44
(4.401) 235

1.490

37,6
(44)
(2,838) (7.239) (639) (7,684) (637) (9,173) (1.490) (9,173) (1,328) 295 (191) (40) (191) (470) (142) (525)

Net 0¡li Cah Flow Cuate Net Oprating Cah Flow

(6,60)
(318)

RolÜng Cumatie Net Oprati Cah Flow
(337) (1,443) (212) (421) (212) (755) (212) (336) (150) (989)

(3.179) (8,759) (7,778) (2,355) (6.282) (2,409) (1,665) (8.465) 294 (518) (6.800) (1,221) 301

4,832 (3.927) (1,162)
3.829 (4,636) (709)

Swap Seterrnt - Be
(337) (563) (495) (150) (369) (563)

1,814

Tot Cape Tot Prfeson Fee

Mon1y Inere Payint

(191) (759) (615)

(142) (135) (335)

(7,218) (10,923) (3,388)

Total Casb Flow (Nee)

Cumulatie Cash Flw (Need)

3,4 S (3,323) S 2,748 S (3,102) S 1,879 S (3,499) S (I.UI) S $ (4,959) S (86) S (1.030) S (765 S (2,297) S S (19.156 S (15.720) S (19.42) S (19.807) S 12.104) S (19,357) S (22.49) S (23,322) S (24,352) S (22,73) S (25,971 S (27.02'

(1,806

S

(28,8)

lIlll'llllllm'lii/lla

PERBaJ

838 791 3.957 827 785
(4.776) 3,66 (3,191) (632) (2,166)

Net Ca Flow

753 2,574

848 (864) 3,324 (3,102) 3,200

820 1,755

839 (1,806)

500 (34,129)

PER Borrwi PEAO Fwi

5,00 3,40 800 2.300

90

786 (1,030) 1.100

2,505 (3,499) 3,500

751 (1.111) 1.200

1,90

53,00

Cah Swe
500

(183) (457) (132) (13) (13)

(3,943)

(88) (41) (3,207) (77) (35) (3) (2,574) (98) (36) (70) (1 755) (1) (89)
500 500 500 500 500 500 500 500 500

Eudiug BaiaDe

791 3.957 827 785 753 3.324 84 786 820 2.505 7S1 839 844
500 (183) 183 500 (132) 132 500 7,335 500 7,106 500 (457) 457

~
oW

PEAO Bal". Net Cah Flow

25
(13)

PER Fwi

13

(13)

13
500
7.335

(2,428) 3,943

Cah Swee

Ending Balaoc
7,106

50

50
7.335

SOO 7.335

500

500

50
7,509
7,509 7,509

Soo

500

500

500

~
500

Be Ea Ou 5o_ed Fiu

7,509

7,633

7.633

7.633

AERA Rected Cah Contributon

(6,300) 7.633

Noble Resct Cah Contbuton

Endng Il
36 36

7,106 7,335 7,335 7.335 7.335 1.509 7,509 _7,~09 7509 7633 7633 7633
36 36 36 36 36 36 36 36 36 36

(229) (13) (15)
(41)

i!
7,633

AI 5ogrgated Fiu

36
36

36 36

36 36

36 36

36 36

36 36

36 36

Rected Ca Ccniòutons

Endng il

~
36

PERL borrwings Det or swp

4,912

193

723

2,265

(3)

626

802

1,Q

(70)

1.745

1.199

1,811

37,152

~

1' suofS550,OO of IncrimOr Amun is rect an wil only be made avalable in thevnt ofa delay th

or dirun due to tl pay actons of an screed rept of oil rccme dung th inter period

2of3

6/4f2oo9

Prfessional Fee Summai

Pacifc Energ Resources, Ltd.

ReYÎsed DIP Professional Fee Summary

(US $'s in thousands)

Marc
April
May

June
July
AU2ust
Success Fee

September
Total

.M'i-hn.,..
3,000
100 100
16 15

Debtor Professionals

Albrecht DeGolyer and MacNaughton Devlin Jensen 30
15 13 15

Harg Rhodes JI Auditors

60 45
150

Lad
100 100 80

150 263

563

2,300 350

Meyers Norrs, Penney Millsteam Energy LLC
214
178

100 134 98
53
15

Netherland Sewell

Omn Maagement
40
411
1,261

50 98

Pachulski Stang Ziehl & Jones LLP Ruta & Tucker LLP Schully, Robens Zolfo Cooper
206 252 246 415

27 35 38 324 50 72 462 20 320 80 80 400

400
219
1.193

382 398 1,677

1,250

Creitor Professionals 153

Andrews Kur LLP
257
15 5 5

Bingham

20 436
26 250

20 250

Birch, Horton, Bitter and Cherot Reed Ferrl
2 23 196

Skaden

Unsecured Profesionals
30
100 100
125 100

25 82 256

25 232 336

25 150 160

Other
75 75
143 18 125

27 98 660 752

US Trutee

78

Contingency Fee

937 2,399
1,794

2,870

30 50 660

-8,878

6.900

_..III1.ltlll.'i"'"
3,000 50
18

Debtor Professionals

Albrecht DeGolyer and MacNaughton Devlin Jensen
50 20
6
15 15

20

20
15

20
15

7
5

Harg Rhodes JI Auditors
15

75
63
100

Lad
67 34 57
15 13

75 100

100

100

100 110 80 150 563 100 100 65

2,300
65 20 22

Meyers, Norrs. Penney Millstream Energy LLC
67 28 22
16

65

350

Netherland Sewell

234 335 50

22
253
124 109 116 120

7

124

Omni Maagement Pachulski Stag Ziehl & Jones LLP Ruta & Tucker LLP
398

20 290

20 400
100 100

400
100 100

20 400
100 100

2.274
635
651

Schully. Robens

Zolfo Cooper
444 20
186
5

62 89 308

415

400

400

400

133 33 33 133

2,501
171 5 5 5 5

1,250

Creditor Professionals Andrews Kur LLP
78 257
5 i

Bingham

6 250

20 250

20 250
25
25 150
150

20 250
25
150

7 83

Birch, Hortn, Bitter and Cherot Reed Ferrl
196 170
18

2
8

1.526 32
131

Skadden

50

Unsecured Professionals

22 82 222

25 82 200

200

200

200

8

860 1,200

Other
75
10 125

US Trutee

10

10

10

10

78

Contingency Fee

10 100

50
1,715

2.028

-- -- ~ --2,055 2,105
691
12,481

6.900

30f3

6/4/2009

EXHIBIT B

4212-001\DOCS_DE:6375, i

In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WARE
Chapter 11

) ) )

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. )

Case No. 09-10785 (KJC) (Jointly Administered)
Related Docket No. 18

\INTERIM\FINAL ORDER PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363,364,365 AND 507: (1) APPROVING SENIOR SECURED SUPERPRIORITY 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: V",ND (6) SCHEDULINC it", FINAL
HKA",RINC\

THIS MATTER having come before the Cour upon the motion (the "DIP
Motion") of

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

11 cases (collectively, with any Successor Cases, the "Cases"), pursuant to sections 105,361,
362,363, 364(c)(1), 364(c)(2), 364(c)(3), 365 and 507 of title 11 of

the United States Code, 11

U.S.C. §§ 101 et seq. (as amended, the "Banptcy Code"), Rules 2002, 4001 and 9014 of

the

Federal Rules of

Banptcy Procedure (the "Banptcy Rules"), and Del Ban. L.R. 4001-2,

seeking entry of\an interim\a final order (this "\Interim\Final Order") inter alia:
(i) authorizing Pacific Energy Resources Ltd. ("PERL"), Pacific Energy

Alaska Holdings, LLC ("PEAH") and Pacific Energy Alaska Operating LLC ("PEAO"), jointly

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) ("PERL"); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available) ("PEAH"); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021) ("PEAO"); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 111 W. Ocean Boulevard, 1240, Long Beach, Suite
CA.

and severally, as debtors and debtors in possession (collectively, the "Borrowers") to obtain
secured, superpriority postpetition financing pursuant to the terms and conditions of that certain
Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty Agreement (as

may be amended, supplemented, restated, or otherwise modified from time to time, the "DIP

Agreement") by and among the Borrowers and certain subsidiaries of PERL, each as a debtor
and debtor in possession, who are signatories thereto (the "Guarantors"), J. Aron & Company, as

lead aranger, administrative agent (in such capacity, the "DIP Administrative Agent"), collateral
agent (in such capacity, and solely with respect to the Beta Collateral, as defined herein, the

"Beta Collateral Agent"), syndication agent and lender, and Silver Point Finance, LLC, as
collateral agent (in such capacity, and solely with respect to the PEA Collateral, as defined

herein, the "PEA Collateral Agent" and together with the Beta Collateral Agent, the "DIP
Collateral Agents" and, together with the DIP Administrative Agent, the "DIP A¡ients"), and

certain other lenders pary thereto (collectively, including 1. Aron & Company, the "DIP
Lenders"), \substantially in the form attached to the DIP Motion as follows\a CODV of

which has

been fied with the Cour r docket no. 1671:

(A) a term loan (the "PERL DIP Term Facilty") in an amount equal to the
Prepetition Beta Obligations, as defined herein, but excluding: anv make-whole Davments
Davable as a result of

the oreDavment thereof (the "PERL Refuding Amount"), (B) a term loan

(the "PEAO DIP Term Facilty" and, together with the PERL DIP Term Facilty, the "DIP Term
Facilities") in an amount equal to the Prepetition Alaska First Lien Obligations, as defined
herein, but excluding: anv make-whole Davrents Davable as a result of

the oreDavrent thereof

(the "PEAO Refunding Amount" and, together with the PERL Refunding Amount, the
"Refunding Amount"), and (C) a revolving loan facilty, with \initial \advances thereunder of

up

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to\ $9,500,000\

$44.000.000 in the aggregate upon entry of

this \Interim Order (the
up to $31,500,000 in the

"Interim Order /\.mount") and additional advances thereunder of

aggregate upon entry of

tho

\Final Order (as defined herein) (\collectively with the Interim Order

/..mount, \the "DIP Revolving Facility" and, together with the PERL DIP Term Facility and the

PEAO DIP Term Facility, the "DIP Facilty");
(ii) authorizing the Debtors \to execute and deliver\on a final basis to Derform

under the DIP Agreement and other related loan documents or hedging contracts (collectively~

and tOlZether with the Amendments (as defined below), the "DIP Documents") and to perform

such other acts as may be necessary or desirable in connection with the DIP Documents;
(iii) granting to the DIP Agents and the DIP Lenders allowed superpriority

administrative expense claims in the Cases and any Successor Cases (as defined herein) for the

DIP Facilty and all obligations owing thereunder and under the DIP Documents (collectively,
and including all "Obligations" as described in the DIP Agreement, the "DIP Obligations"),
subject to the priorities set forth in paragraph 8 herein;
(iv) granting to the applicable DIP Collateral Agent, for the benefit of itself,

the DIP Lenders, and the Postpetition Hedge Provider (as defined herein) automatically perfected
security interests in and liens on all of

the applicable DIP Collateral (as defined herein),

including, without limitation, all property constituting "cash collateral" (as defined in section
363(a) of

the Banptcy Code, "Cash Collateral"), which liens shall be subject to the priorities

set forth in paragraph 7 herein;
(v) authorizing and directing the Debtors to pay (in cash or in kind as

applicable) the principal, interest, fees, expenses and other amounts payable under each of the DIP Documents as they become due, including, without limitation, commitment fees, unused
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facilty fees, closing fees, servicing fees, audit fees, structuing fees, administrative agent's fees,
collateral agent's fees, the fees and disbursements of

the DIP Agents' attorneys, advisers,

accountats, and other consultants, and the legal expenses of

the DIP Lenders, all to the extent
the DIP Documents;
the Cash Collateral of

provided by and in accordance with the terms of

(vi) authorizing the Debtors' use of

the Prepetition

Agents and Prepetition Lenders (each as defined herein);
(vii) providing adequate protection to the Prepetition Agents and Prepetition

Lenders for any diminution in value of

their interests in the Prepetition Collateral (as defined

herein), including the Cash Collateral; and
(viii) vacating and modifying the automatic stay imposed by section 362 of

the

Banptcy Code to the extent necessary to implement and effectuate the terms and provisions of
the DIP Documents and this \Interim\Final Order\t-\
\(ix) scheduling a final hearing (the "Final Hearing") to consider the relief

requested in the DIP Motion and approving the form of

notice with respect to the Final Hearing. \

The Cour having considered the DIP Motion, the Affidavit of Gerr Tywoniuk in
support of

the chapter 11 petitions and first day motions, the exhibits attached thereto, the DIP

Documents, and the evidence submitted or adduced and the arguments of counsel made at the
interim hearing held on March 10,2009 (the "Interim Hearing")\; and notice of

the Interim

Hearing having been given\ and the final hearing held on June 3. 2009 (the "Final Hearinll"): and

the Cour havinll entered on March ior docket no. 421 an interim order authorizinll the Debtors
to obtain secured DostDetition financinl! on an interim basis and llrantinll adeauate orotection on

account of the interests of holders of liens on the oroDertv of the estate on which liens are to be

l!ranted: and adeauate notice of the Final Hearinll havinll been orovided in accordance with
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Banptcy Rules 2002, 4001

(b), (c) and (d), and 9014; and the \Interim\Final Hearng to
requested in the DIP Motion having been held and concluded; and all
requested in the DIP Motion having been withdrawn,

consider the interim relief

objections', ifany,\ to the interim relief

resolved or overrled by the Cour'; and it appearing to the Cour that granting the interim relief
requested is necessary to avoid immediate and irreparable harm to the Debtors and their estates

pending the Final Hearing, and othen"ise is fair and reasonable and in the best interests of the
Debtors, their estates, and their creditors and equity holders, and is essential for the continued
operation of

the Debtors' businesses\; and after due deliberation and consideration, and for good

and suffcient cause appearing therefor;
\

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\BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARIG AND FINAL

HEARIG BY THE DEBTORS, THE COURT HEREBY MAKS THE FOLLOWING
FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A. Petition Date: On March 9, 2009 (the "Petition Date"), the Debtors fied
voluntar petitions under chapter 11 of the Banptcy Code in the United States Banptcy

Cour for the District of Delaware (the "Cour") commencing these Cases.
B. Debtors in Possession. The Debtors are continuing in the management and

operation of their businesses and properties as debtors in possession pursuant to sections 1107
and 1108 of

the Banptcy Code. No trustee or examiner has been appointed in these Cases.
C. Jurisdiction and Venue. This Cour has jurisdiction, pursuant to 28 U.S.C. §§

157(b) and 1334, over these proceedings, and over the property affected hereby. Consideration
of

the DIP Motion constitutes a core proceeding under 28 U.S.C. § 157(b)(2). Venue for the

Cases and proceeding on the DIP Motion is proper in this district pursuant to 28 U.S.C. §§ 1408
and 1409.

D. Statutorv Committee. ViS of

the date hereof, \On March 19.2009. the United
unsecured

States Trustee (the "U.S. Trustee") \has not yet \appointed an official committee of

creditors in these Cases pursuant to section 1102 of the Banptcy Code (\a\the "Statutory
Committee").
E. Interim Order. Based UDon the DIP Motion. the Affidavit of Gerr Tvwoniuk. the

DIP Documents and the evidence submitted bv the Debtors at the Interim Hearing:. the Cour
aDDfoved the Debtors' entrv into and Derformance under the DIP Documents and DIP Facilitv

and. on March 10.2009. entered that certain Interim Order Pursuant to 11 U.S.C. SS 105.361.
362.363.364 and 507 (1) ADDfoving: Senior Secured SUDerorioritv PostDetition Financing:. (2)

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Authorizinl! Use of Cash CollateraL. (3) Grantinl! Liens and Providinl! SUDerorioritv

Administrative EXDense Status. (4) Grantinl! Adeauate Protection. (5) Modifvinl! Automatic

Stay. and (6) Schedulinl! a Final Hearing (the "Interim Order"), Pursuant to the Interim Order

and BanDtcv Rule 4001. the Debtors were authorized. amonl! other thinl!s. to incur secured
borrowinl!s from the DIP Lenders Dursuant to the terms of

the DIP Documents and the Interim

Order Dendinl! the Final Hearinl! on the DIP Motion.

F. Amendments. The Debtors and DIP Lenders entered into that certain Amendment
No.1 to Senior Secured SUDer Prioritv Priminl! Debtor In Possession Credit And Guarantv

Al!reement effective as of AorIl 7. 2009 ("First Amendment"), which. amonl! other thinl!s.

orovided that the Final Order must be entered on or before Mav 15. 2009 and extended the
Budget to orovide for fundinl! through this Deriod. The Debtors and the DIP Lenders intend to
enter into that certain Amendment No.2 to Senior Secured SUDer Prioritv Priming Debtor In

Possession Credit And Guarantv Al!eement effective as ofMav 15.2009 ("Second
Amendment" and tol!ether with the First Amendment. the "Amendments"), wherebv additional

chanl!es to the DIP Al!reement wil be made. includinl! a furher amendment to the Budget.
certain chanl!es to the Final Order reauested bv the Statutorv Committee and the inclusion of

certain milestones related to the sale of certain assets of the Debtors. The Budl!t Dermits certain
amounts relatinl! to Production Pavments2 to be Dlaced in reserve accounts. as set forth in
DaragraDh 37 herein.

G. \B-Debtors' Stipulations. After consultation with their attorneys and financial

advisors, and without prejudice to the rights of paries in interest as set forth in paragraph 34
2

"Production Pavments" refers to anv such oroduction oavments or overriding: rovaltv interests

alIeg:ed to be owed bv the Debtors oursuant to an adversary oroceeding: (or otherwise raised with

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herein, the Debtors (for themselves and, subject to the provisions of

paragraph 34 hereof, their

estates) admit, stipulate, acknowledge, agree and shall be immediately bound by the following

(collectively, paragraphs \ë\G(i) through \ë\G(\*:\W below are referred to herein as the
"Debtors' Stipulations"):
(i) Pre

petition Beta Facilty: Pursuant to that certain Credit and Guaranty

Agreement dated as of

November 30, 2006 (as amended, supplemented, restated or otherwise

modified prior to the Petition Date, the "Prepetition Beta Credit Agreement", and together with
all other loan and security documents related to, referenced in or executed in connection with the
Prepetition Beta Credit Agreement, including the PERL ISDA Agreement (as defined herein),

the "Prepetition Beta Credit Documents"), among PERL, certain subsidiaries of PERL as

guarantors (the "Beta Facilty Prepetition Guarantors"), J. Aron & Company, as Administrative
Agent (in such capacity, the "Prepetition Beta Facilitv Agent"), Lender, Lead Arranger and
Syndication Agent, and SPF CDO I, LLC, Field Point I, Ltd. and SPCP Group, LLC, each as

Lenders (collectively and together with 1. Aron & Company, the "Prepetition Beta Facilty
Lenders"), the Prepetition Beta Facility Lenders provided credit facilities to PERL and provided
other financial accommodations to or for the benefit of

PERL (collectively, the "Prepetition Beta

Facilty");
(ii) Pre petition Beta Obligations: As of

the Petition Date, the outstanding

principal amount of

all

loans under the Prepetition Beta Credit Agreement was $44,199,560.95

(which amount includes all accrued interest on the outstanding loans made thereunder that prior to the Petition Date was capitalized into such loans), and collectively, together with any amounts

the Court) bv or on behalf of Aera Enerl? LLC. Noble EnerlZ Inc. the Medema Familv Trust. John M. and Debra Robinson or LAB ProDerties.
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paid, incured or accrued prior to the Petition Date in accordance with the Prepetition Beta Credit
Documents, principal, accrued and unpaid interest, any make-whole payments payable as a result
of

the prepayment thereof, fees, expenses, and disbursements (including, without limitation,

attorneys' and other professional fees, related expenses and disbursements), reimbursement

obligations, indemnification obligations and other charges of whatever natue, whether or not
contingent, whenever arising, due or owing in respect thereof, including all "Obligations" as
described in the Prepetition Beta Credit Agreement, the "Prepetition Beta Obligations";
(iii) Prepetition Alaska First Lien Facility and Guarantee: Pursuant to (A)

that certain First Lien Credit Agreement dated as of August 24,2007 (as amended,
supplemented, restated or otherwise modified prior to the Petition Date, the "Prepetition Alaska
First Lien Credit Agreement," and together with all other loan and security documents related to,
referenced in or executed in connection with the Prepetition Alaska First Lien Credit Agreement,

including the Prepetition Alaska First Lien Guarantee (as defined herein), the "Prepetition
Alaska First Lien Credit Documents"), among PEAO, PEAH, Silver Point Finance, LLC, as

administrative agent (in such capacity, the "Prepetition Alaska First Lien Facilty Agent"),
Collateral Agent (in such capacity, the "PEAO First Lien Collateral Agent"), Sole Lead
Aranger, Sole Bookrer and Syndication Agent, and 1. Aron & Company, as Documentation

Agent and Lender (together with SPF CDO I, Ltd. and SPCP Group, L.L.C., the "Prepetition

Alaska First Lien Facilty Lenders"), the Prepetition Alaska First Lien Facilty Lenders provided
credit facilities to PEAO and provided other financial accommodations to or for the benefit of

PEAO (collectively, the "Prepetition Alaska First Lien Facilty") and (B) that certain First Lien
Guarantee and Collateral Agreement, dated as of August 24,2007 (as amended, restated,
supplemented or otherwise modified from time to time), among PEAH, PEAO and the PEAO
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First Lien Collateral Agent, PEAH guaranteed the Prepetition Alaska First Lien Obligations (as

defined herein) ofPEAO (the "Prepetition Alaska First Lien Guarantee");
(iv) Pre petition Alaska First Lien Obligations: As of

the Petition Date, the

outstanding principal amount of all

loans under the Prepetition Alaska First Lien Credit

Agreement was $98,446,809.82 (which amount includes all accrued interest on the outstanding
loans made thereunder that prior to the Petition Date was capitalized into such loans) and

collectively, together with any amounts paid, incurred or accrued prior to the Petition Date in
accordance with the Prepetition Alaska First Lien Credit Documents, principal, accrued and

unpaid interest, any make-whole payments payable as a result of the prepayment thereof, any fees, expenses, and disbursements (including, without limitation, attorneys' and other
professional fees, related expenses and disbursements), reimbursement obligations,

indemnification obligations and other charges of whatever nature, whether or not contingent,

whenever arising, due or owing in respect thereof, including all "Obligations" as described in the
Prepetition Alaska First Lien Credit Agreement, the "Prepetition Alaska First Lien Obligations";
(v) Prepetition Alaska Second Lien Facilty and Guarantees: Pursuant to (A)

that certain Second Lien Credit Agreement dated as of August 24,2007 (as amended,
supplemented, restated or otherwise modified prior to the Petition Date, the "Prepetition Alaska
Second Lien Credit Agreement", and together with all other loan and security documents related

to, referenced in or executed in connection with the Prepetition Alaska Second Lien Credit Agreement, including the Prepetition Alaska Second Lien Guarantee and the Prepetition PEAO Second Lien Guarantee (each as defined herein), the "Prepetition Alaska Second Lien Credit

Documents" and together with the Prepetition Beta Credit Documents and the Prepetition Alaska

First Lien Credit Documents, the "Prepetition Credit Facilty Documents"), among PEAO,

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PEAH, Silver Point Finance, LLC, as administrative agent (in such capacity, the "Prepetition

Alaska Second Lien Facilty Agent"), Collateral Agent (in such capacity, the "PEAO Second
Lien Collateral Agent" and, together with the Prepetition Beta Facilty Agent, the Prepetition
Alaska First Lien Facilty Agent, the Prepetition Alaska Second Lien Facility Agent and the
PEAO First Lien Collateral Agent, the "Prepetition Agents"), Sole Lead Aranger, Sole

Bookrer and Syndication Agent, and 1. Aron & Company, as Documentation Agent and
Lender (together with SPCP Group, L.L.C., Field Point 1. Ltd., Field Point II, Ltd., Field Point

iv, Ltd., Broad Point i, B.V. and SPF CDO i, Ltd., the "Prepetition Alaska Second Lien Facilty
Lenders", and collectively with the Prepetition Beta Lenders and the Prepetition Alaska First

Lien Facilty Lenders, the "Prepetition Lenders"), the Prepetition Alaska Second Lien Facility
Lenders provided credit facilities to PEAO and provided other financial accommodations to or

for the benefit ofPEAO (collectively, the "Prepetition Alaska Second Lien Facilty" and together

with the Prepetition Beta Facilty and the Prepetition Alaska First Lien Facilty, the "Prepetition
Credit Facilities"); (B) that certain Second Lien Guarantee and Collateral Agreement, dated as of
August 24, 2007 (as amended, restated, supplemented or otherwise modified from time to time),

among PEAH, PEAO and the PEAO Second Lien Collateral Agent, PEAH guaranteed the

Prepetition Alaska Second Lien Obligations (as defined herein) ofPEAO (the "Prepetition
Alaska Second Lien Guarantee"); and (C) that certain Second Lien Guaranty, dated as of August
24, 2007, as amended and in effect from time to time, among PERL and certain of its

subsidiaries as guarantors (together with PEAH, the "PEAO Second Lien Prepetition

Guarantors" and together with the Beta Facilty Prepetition Guarantors and PEAH, in its capacity
as a guarantor pursuant to the Prepetition Alaska First Lien Guarantee and the Prepetition Alaska

Second Lien Guarantee, the "Prepetition Guarantors"), the PEAO Second Lien Prepetition
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Guarantors guaranteed the Prepetition Alaska Second Lien Obligations (the "Prepetition PEAO
Second Lien Guarantee");
(vi) Pre petiton Alaska Second Lien Obligations: As of

the Petition Date, the

outstanding principal amount of all

loans under the Prepetition Alaska Second Lien Credit

Agreement was $347,347,100.65 (which amount includes all accrued interest on the outstanding
loans made thereunder that prior to the Petition Date was capitalized into such loans) and

collectively, together with any amounts paid, incurred or accrued prior to the Petition Date in accordance with the Prepetition Alaska Second Lien Credit Documents, principal, accrued and
unpaid interest, any fees, expenses, and disbursements (including, without limitation, attorneys'

and other professional fees, related expenses and disbursements), reimbursement obligations, indemnification obligations and other charges of whatever nature, whether or not contingent,

whenever arising, due or owing in respect thereof, including all "Loan Document Obligations" as described in the Prepetition Alaska Second Lien Credit Agreement, the "Prepetition Alaska
Second Lien Obligations" and collectively with the Prepetition Beta Obligations and the

Prepetition Alaska First Lien Obligations, the "Prepetition Obligations";
(vii) Pre

petition PERL Hedging Agreement: Pursuant to that certain ISDA
November 30, 2006 (together with any schedules, exhibits

Master Agreement, dated as of

(including credit support documents) and amendments thereto (including the Derivative
Transaction Agreement dated as of

December 19, 2008, by and between PERL and J. Aron, as

hedge provider), and all confirmations exchanged pursuant to transactions entered into in

connection therewith, the "PERL ISDA Agreement" or "Prepetition Hedging Contract"), PERL
and J. Aron & Company, as hedge provider (in such capacity, the "PERL Hedge Provider"),
have entered into certain hedging transactions;
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(viii) Pre

petition Liens and Pre

petition Collateral. As more fully set forth in

the Prepetition Credit Documents, prior to the Petition Date:

(a) PERL and its subsidiares (other than PEAH and PEAO) granted first priority
securty interests and liens (the "Prepetition Beta Liens") on substantially all assets of

PERL

and its subsidiaries (other than PEAH and PEAO) (the "Prepetition Beta Collateral") to the
Prepetition Beta Agent, for itself, the Prepetition Beta Lenders and the PERL Hedge Provider
(collectively, the "Prepetition PERL Secured Paries");

(b) PEAO and PEAH granted first priority security interests and liens (the

"Prepetition Alaska First Liens") on, substantially all assets ofPEAO and PEAH (the
"Prepetition PEA Collateral" and together with the Prepetition Beta Collateral, the
"Prepetition Collateral") to the PEAO First Lien Collateral Agent, for itself and the

Prepetition Alaska First Lien Facility Lenders (collectively, the "Prepetition PEAO First Lien
Secured Paries"); and

(c) PEAO and PEAH granted second priority

security interests and liens

on the Prepetition PEA Collateral and PERL and its subsidiaries (other than PEAH and PEAO) granted second priority security interests and liens on the Prepetition Beta Collateral

(collectively, the "Prepetition Alaska Second Liens" and together with the Prepetition Beta Liens

and the Prepetition Alaska First Liens, the "Prepetition Liens") to the PEAO Second Lien

Collateral Agent, for itself and the Prepetition Alaska Second Lien Facilty Lenders (collectively,

the "Prepetition PEAO Second Lien Secured Paries" and, together with the Prepetition PERL
Secured Paries and the Prepetition PEAO First Lien Secured Parties, the Prepetition Secured

Paries").

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(ix) Validity, Perfection and Priority of Pre

petition Liens and Prepetition
this \Interim\Final Order, the Debtors

Obligations. Subject to the provisions of

paragraph 34 of

acknowledge and agree that: (a) as of

the Petition Date, the Prepetition Liens on the Prepetition

Collateral were valid, binding, enforceable, non-avoidable and properly perfected; (b) as of the
Petition Date, except as otherwse set forth in clause (c) below, the Prepetition Liens were senior

in priority over any and all other liens on the Prepetition Collateral, subject only to certain liens

otherwse permitted by the Prepetition Credit Documents (to the extent any such permitted liens
were valid, properly perfected, non-avoidable and senior in priority to the Prepetition Liens as of
the Petition Date, the "Permitted Prior Liens,,);\2I, (c) as of

the Petition Date, with respect to the

PEA Collateral, the Prepetition Alaska Second Liens were junior to the Prepetition Alaska First

Liens and Permitted Prior Liens and otherwse had priority over any and all other liens on the
Prepetition PEA Collateral; (d) as of the Petition Date, with respect to the Beta Collateral, the Prepetition Alaska Second Liens were junior to the Prepetition Beta Liens and Permitted Prior
Liens and otherwise had priority over any and all other liens on the Beta Collateral; (e) as of the

Petition Date, the Prepetition Obligations constitute legal, valid, binding, and non-avoidable
obligations of the Debtors; (f) as of

the Petition Date, no offsets, challenges, objections,

defenses, claims or counterclaims of any kind or nature to any of the Prepetition Liens or
Prepetition Obligations exist, and no portion of

the Prepetition Liens or Prepetition Obligations is

subject to any challenge or defense including, without limitation, avoidance, disallowance,

disgorgement, recharacterization, or subordination (whether equitable or otherwise) pursuant to
\i_\3 Nothing herein shall constitute a finding or ruling by this Court that any such Permitted Prior Liens

are valid, senior, enforceable, prior, perfected or non-avoidable. Moreover, nothing shall
prejudice the rights of any part in interest including, but not limited, to the Debtors, the

Prepetition Agents, the Prepetition Lenders, the DIP Agents, the DIP Lenders, and \æl\~ Statutory Committee to challenge the validity, priority, enforceability, seniority, avoidabilty, perfection or extent of any such Permitted Prior Liens and/or security interest. 14 W orkshare Professional comparison of

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the Banptcy Code or applicable non-banptcy law; (g) as of

the Petition Date, the Debtors

and their estates have no claims, objections, challenges, causes of actions, and/or choses in
action, including without limitation, avoidance claims under chapter 5 of

the Banptcy Code,

against the Prepetition Agents or Prepetition Lenders or any of their respective affiliates, agents,

attorneys, advisors, professionals, officers, directors and employees arising out of, based upon or

related to their loans to the Debtors; (h) the Prepetition Beta Obligations are allowed secured

claims within the meaning of section 506 of the Banptcy Code, in a principal amount of not
less than $44,199,560.95 (which amount includes all accrued interest on the outstanding loans

made thereunder that prior to the Petition Date was capitalized into such loans), together with
accrued and unpaid interest, any make-whole payments payable as a result of

the prepayment

thereof, fees (including, without limitation, attorneys' and other professional fees and related
expenses), expenses, reimbursement obligations, and any and all other charges of

whatever

nature owing in respect of such Prepetition Beta Obligations; (i) the Prepetition Alaska First Lien

Obligations are allowed secured claims within the meaning of section 506 of the Banptcy
Code, in a principal amount of

not less than $98,446,809.82 (which amount includes all accrued

interest on the outstanding loans made thereunder that prior to the Petition Date was capitalized into such loans), together with accrued and unpaid interest, any make-whole payments payable

as a result of the prepayment thereof, fees (including, without limitation, attorneys' and other professional fees and related expenses), expenses, reimbursement obligations, and any and all

other charges of whatever natue owing in respect of such Prepetition Alaska First Lien
Obligations; and G) as of the Petition Date, any payments made on account of the Prepetition

Obligations to or for the benefit of the Prepetition Agents or the Prepetition Lenders prior to the

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Petition Date were payments out of the Prepetition Collateral and such payments did not
diminish any property otherwise available for distribution to unsecured creditors;
(x) Cash Collateral. The Debtors represent that exceot the se2:re2:ated

oroduction oavments described in oarairaoh 36 and amounts to be deoosited into Production
Pavment Reserve Accounts (as defined herein) oursuant to oara2:raoh 37. all of

the Debtors'

cash, including the cash in their deposit accounts, wherever located, whether as original

collateral or proceeds of other Prepetition Collateral, constitutes the Cash Collateral of the
Prepetition Agents and Prepetition Lenders;
(xi) Default by the Debtors. The Debtors acknowledge and stipulate that the

Debtors are in default of their debts and obligations under the Prepetition Credit Documents and
that the Prepetition Alaska First Lien Facilty has matued; and
H. \F-Findings Refwrding the Post

petition Financing.
petition Financing and Use of

(i) Needfor Post

Cash Collateral. The Debtors

canot operate solely on Cash CollateraL. The DebtorS: need to obtain credit pursuant to the DIP

Facility and to use Cash Collateral \is\has been and continues to be immediate and critical in

order to enable the Debtors to continue operations and to administer and preserve the value of
their estates. The abilty of the Debtors to maintain business relationships with their vendors,

suppliers and customers, to pay their employees, and to otherwse finance their operations
\requires\has reauired and continues to reauire the availabilty of

working capital from the DIP

Facilty and the use of Cash Collateral, the absence of either of which would immediately and

irreparably har the Debtors, their estates, their creditors and equity holders, and the possibilty
for a successful reorganization. The Debtors have not had and do not have sufficient available

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sources of working capital and financing to operate their businesses or maintain their properties
in the ordinar course of

business without the DIP Facilty and authorized use of Cash CollateraL.

(ii) No Credit Available on More Favorable Terms. Given their curent

financial condition, financing arangements, and capital structue, the Debtors \ar\have been

unable to obtain financing from sources other than the DIP Lenders on terms more favorable
than the DIP Facilty. The Debtors have been unable to obtain unsecured credit allowable under

Banptcy Code section 503(b )(1) as an administrative expense. The Debtors have also been
unable to obtain credit: (a) having priority over administrative expenses of

the kind specified in

sections 503(b), 507(a) and 507(b) of

the Banptcy Code; or (b) secured by a lien on property

of

the Debtors and their estates that is not otherwise subject to a lien. Financing on a postpetition

basis is not otherwise available without granting the applicable DIP Collateral Agent, for the
benefit of itself

and the DIP Lenders, (i) perfected security interests in and liens on (each as

provided herein) all of

the Debtors' existing and after-acquired assets with the priorities set forth

in paragraph 7 herein, (ii) superpriority claims with the priorities set forth in paragraph 8 herein,
and (iii) the other protections set forth in this \Interim\Final Order and the DIP Documents.
(iii) Use of Proceeds of

the DIP Facilty. As a condition to the entry into the

DIP Agreement, the extension of credit under the DIP Facility and the agreement for the use of
Cash Collateral, the DIP Agents and DIP Lenders \require\reauired, and the Debtors \fi

\agreed that proceeds ofthe DIP Facility shall be used in a maner consistent with the terms and
conditions of the DIP Documents, as follows: (A) the proceeds of

the PERL DIP Term Facilty

and the PEAO DIP Term Facilty \shall be\were used exclusively to repay the Refunding
Amount on the Closing Date (as defined in the DIP Credit Documents) as provided in those

certain payoff letters by the Prepetition Beta Facilty Agent and the Prepetition Alaska First Lien
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Facilty Agent, respectively (collectively, the "Payoff

Letter") and (B) the proceeds of

the DIP

Revolving Facility have been and shall continue be used in accordance with and to the extent set
forth in the budget (as the same may be modified from time to time with the consent of the
Required DIP Lenders (as defined herein) and consistent with the terms of

the DIP Documents,

the "Budget") solely for (1) working capital, capital expenditues and other general corporate
puroses; (2) permitted payment of costs of administration of

the Cases; (3) payment of such

prepetition expenses as are consented to by the Required DIP Lenders, and are approved by the
Cour; and (4) as otherwise permitted under the DIP Facilty. The repayment of

the Refuding
Letter is necessar as the

Amount in accordance with this \Il1terim\Final Order and the Payoff

Prepetition Agents and the Prepetition Secured Parties have not otherwise consented to the use of
their Cash Collateral or the subordination of

their liens to the DIP Liens. Such payment wil not

prejudice the Debtors or their estates, because payment of such amounts is subject to the rights of

paries in interest under paragraph 34 herein.
(iv) Application of Proceeds of

Collateral. As a condition to the entry into the

DIP Documents, the extension of credit under the DIP Facilty and the authorization to use Cash

Collateral and other Prepetition Collateral, the Debtors\-l\ agreed that as of and commencing
on the date of the Interim Hearing, the Debtors shall apply the proceeds of

DIP Collateral as set

forth in paragraph 21 herein.

1. \(;Adequate Protection. The Prepetition Agents, for the benefit of themselves

and the Prepetition Secured Paries, are entitled to receive adequate protection on account of
their interests in the Prepetition Collateral pursuant to sections 361, 362, and 363 of

the

Bankptcy Code to the extent of any diminution in the value of their interests in the Prepetition
Collateral (including Cash Collateral) resulting from the subordination to the Care Out (as
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defined herein), the priming ofthe Prepetition Liens, the Debtors' use, sale or lease of such
Prepetition Collateral, and the imposition of

the automatic stay (collectively, and to the extent of

any such diminution in value, the "Diminution in Value"). Pursuant to sections 361, 363, and
507(b) of

the Banptcy Code, as adequate protection, the Prepetition Agents, for the benefit of

themselves and the Prepetition Secured Paries, wil receive: (i) adequate protection liens and
superpriority claims, as more fully set forth in paragraphs 13 and 14 herein; (ii) accrual of

interest, fees and other amounts due under the Prepetition Credit Documents; (ii) ongoing
payment of

the reasonable fees, costs and expenses, including, without limitation, legal and other

professionals' fees and expenses, of the Prepetition Agents and Prepetition Secured Paries under
the Prepetition Credit Documents, as required therein; and (iv) the agreement of

the Debtors, the

DIP Lenders, the DIP Agents, and the Prepetition Agents that the Debtors shall not, sell, transfer, lease, or otherwise dispose of all or substantially all of the assets of the properties of the Debtors
without the prior written consent of

the Prepetition Agents and the Required Prepetition Lenders.

Notwithstanding anything to the contrar herein, all rights solely with respect to adequate
protection are preserved, including without limitation, rights to seek recharacterization under

section 506 of the Bankuptcy Code or other applicable law.

L Interim Financin'í. After the Interim Hearing. and nursuant to the Interim Order.
the Court authorized. amonlZ other thinlZs. (a) extensions of credit un to an alZlzrelZate orincinal

amount of$9.500.000 at anv one time outstandinlZ under the DIP Faciltv (the "Interim
FinancinlZ"). Based unon the record of the Interim HearinlZ. the Cour authorized the Debtors to

execute and deliver the DIP Documents and authorized and directed the Debtors after execution
to nerform all ofthe DIP OblilZations in accordance with the terms of

the Interim Order and DIP

Documents. includinlZ. without limitation. the navment of commitment fees. unused faciltv fees.
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closinQ fees. servicinQ fees. audit fees. structunQ fees. administrative aQents fees. collateral
aQents fees. the fees and disbursements of

the DIP AQents' attornevs. advisers. accountants. and
the DIP Lenders. all to the extent Drovided bv and in

other consultants. and the leQal eXDenses of

accordance with the terms of

the DIP Documents. On March 11. 2009. the DIP Documents were

executed. and the Debtors were authorized to borrow on the terms and conditions set forth in
those documents and in the Interim Order.
K. \H-Sections 506(c) and 552(b). \Upon entry of

the Final Order (as defined

herein), in\In light of: (i) the DIP Agents' and DIP Secured Paries' (as defined herein)

agreement to subordinate their liens and superpriority claims to the Care Out (as defined
herein); (ii) the Prepetition Agents' and Prepetition Secured Parties' agreement to subordinate
their liens and claims to the Care Out and the DIP Liens, and to permit the use of

their Cash

Collateral in accordance with the Budget and this \Interim\Final Order; and (iii) the Prepetition
Agents' and Prepetition Secured Paries' agreement to the priming of

the Prepetition Liens, the

Debtors believe that each ofthe DIP Agents, DIP Secured Paries, Prepetition Agents and
Prepetition Secured Paries are entitled to, and the Debtors \vv'll seek inclusion in the Final
Order,\aQree to Qrant the following: (a) a waiver of any "equities of

the case" claims under

section 552(b) of

the Banptcy Code; and (b) a waiver of

the provisions of

section 506(c) of

the Bankruptcy Code.
L. \h-Good Faith of

the DIP Agents and the DIP Lenders.

(i) Wilingness to Provide Financing. The DIP Secured Parties each are

wiling to provide financing to the Debtors subject to: (a) the entry of\#H\the Interim Order and
\tf\this Final Order; (b) approval ofthe terms and conditions of

the DIP Facilty and the DIP

Documents and satisfaction of

all conditions precedent in the DIP Documents; and (c) entry of

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findings by this Cour that such financing is essential to the Debtors' estates, that the DIP Agents
and DIP Secured Paries have extended and are extending credit to the Debtors pursuant to the

DIP Documents in good faith, and that the DIP Agents' and DIP Secured Paries' claims,
superpriority claims, security interests, liens, rights, and other protections granted pursuant to
\th\the Interim Order. this Final Order and the DIP Documents will have the protections

provided in section 364(e) of

the Banptcy Code and wil not be affected by any subsequent

reversal, modification, vacatur, amendment, reargument or reconsideration of\th\the Interim
Order. this Final Order or any other order, or by the fiing or pendency of any motion or appeal
seeking to reverse, modify, vacate, amend, reargue, 01' rec011sider \tl\the Iiiterim Order. this

Final Order or any other order.
(ii) Business Judgment and Good Faith Pursuant to Section 364(e). The
terms and conditions of

the DIP Facilty and the DIP Documents, and the fees paid and to be

paid thereunder, are fair, reasonable, and the best available to the Debtors under the

circumstances, reflect the Debtors' exercise of prudent business judgment consistent with their

fiduciary duties, and are supported by reasonably equivalent value and consideration. The DIP
Facilty, the use of

Cash Collateral and the agreement by the Prepetition Agents and Prepetition

Secured Paries to the priming of the Prepetition Liens, were negotiated in good faith and at
ars' length among the Debtors, DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries. Use of Cash Collateral and credit to be extended under the DIP

Facility shall be deemed to have been so allowed, advanced, made, used or extended in good
faith, and for valid business purposes and uses, within the meaning of section 364( e) of the

Banptcy Code, and the DIP Agents and DIP Secured Paries are therefore entitled to the
protection and benefits of section 364( e) of the Bankptcy Code and this \Interim \Final Order.
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\J. Pine! Hearing. ,'\t tho Final Heuring, the Debtors will seek final appro','al ofthc

proposed postpetition financing arrangements and use of Cash Collateral arrangements pursuant

to a proposed final order (the "Final Order"), which shall be in form and substance satisfactory to

the DIP Lenders, approving such postetition financing arrangements and use of Cash Collateral
arrangements, notice of 'Nhich Final Hearing and Final Order wil be provided in accordance

with this Interim Order.\
M. \~Notice. Notice of

the \Intcrim\Final Hearing and the emergency relief

requested in the DIP Motion was provided by the Debtors, whether by fax, email, overnight

courier or hand delivery, to certain parties in interest, including: (i) the U.S. Trustee; (ii) each of
the Debtors' thirty largest unsecured creditors; (iii) counsel to the Prepetition Agents for themselves and for the Prepetition Lenders; and (vi) counsel to the DIP Agents for themselves

and for the DIP Lenders. The paries have made reasonable efforts to afford the best notice
possible under the circumstances to permit the interim relief set forth in this \Intcrim\Final Order,
and no other or fuher notice is or shall be required.

Based upon the foregoing findings and conclusions, the DIP Motion and the record

before the Court with respect to the DIP Motion, and good and sufficient cause appearing
therefor,

IT IS HEREBY ORDERED that:
1. \Interim Financing\DIP Motion Approved. The DIP Motion is granted\,Interim Financing (as defined herein) is authorized and approved, and the use of

Cash Collateral

on an interim\ on a final basis\ is authorized\, subject to the terms and conditions set forth in this

\Interim\FinaIOrder.

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2. Obiections Overrled. All objections\ to tho Interim Financing\, if any, to the

extent not withdrawn or resolved are hereby overrled.

DIP Facilty Authorization
3. Ratification ofInterim Order Authorization of

the DIP Financing and DIP
the Interim Order and the Payoff

Documents. The \DIP Documents\terms of

Letter are hereby

\approved to the extent necessary for the Interim Financing and the repayment of the Refunding
Amount\ratified and confirmed. exceDt to the extent amended or modified bv this Final Order.

and all DIP OblÜmtions incured and borrowiniis and Davments made thereunder are ratified and
confirmed on a final basis and shall be deemed made in accordance with and Dursuant to this
Final

Order. The DIP Documents are herebv aDDfoved on a final basis. The Debtors are

expressly and immediately authorized and empowered to execute and deliver the \gl

Documents, including the guarantees contained therein,\Second Amendment and to incur and to
perform the DIP Obligations in accordance with\, and subject to, the terms of

this Interim Order

and the DIP Documents, and to delI'Ter all instruments and documents which may be required or

necessary for the perforniance by the Debtors under the DIP Facilty and tho creation and
perfection of

the DIP Liens (as defined herein) described in and provided for by this Interim\ this

Final Order and the DIP Documents. The Debtors are hereby authorized to pay, and if
necessary, to incur additional indebtedness (in cash or in kind as applicable), the principal,

interest, fees, expenses and other amounts described in the DIP Documents and all other

documents comprising the DIP Facility as such become due and without need to obtain fuher
Cour approval, including, without limitation, closing fees, unused facilty fee, commitment fees,
servicing fees, audit fees, structurng fees, administrative agent's fees, the fees and
disbursements of the DIP Agents and DIP Lenders (including the fees and expenses of

the DIP

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Agents' and DIP Secured Paries' attorneys, advisers, accountants, and other consultants,
collateral examination, monitoring and appraisal fees, financial advisory fees, indemnification,

and any other reimbursement of fees and expenses, all of which fees and expenses shall constitute DIP Obligations), whether or not the transactions contemplated hereby are
consumated, all to the extent provided in the DIP Documents. All collections and proceeds,

whether from ordinary course collections, asset sales, debt or equity issuances, insurance

recoveries (unless otherwise agreed by the DIP Agents, DIP Secured Paries, Prepetition Agents and Prepetition Secured Paries that such recoveries shall be used to replace certain assets),
condemnations or otherwise, shall be deposited and applied as required by \paragraph
U\DaraQraDhs 21. 35. 36 and 37 of

this \Interim\Final Order and the DIP Documents. Upon
the

execution and delivery, the DIP Documents shall represent valid and binding obligations of

Debtors, enforceable against the Debtors and their estates in accordance with the terms of the
DIP Documents. Pursuant to the DIP Agreement and UDon entrv of

the Interim Order, the

Prepetition Hedging Contract, as amended, \is\was deemed an assumed executory contract
pursuant to the relevant provisions of section 365 of

the Banptcy Code, without further action

of

the Debtors, subject only to the execution of

the amendment (the "Postpetition Hedge

Amendment") contemplated by the DIP Agreement, with J. Aron & Company, as hedge provider

(the "Postpetition Hedge Provider" and together with the DIP Lenders, the "DIP Secured

Parties"). \iccordingly:\The PostDetition Hedæ Amendment was entered into bv PERL and the
PostDetition HedQe Provider. As set forth in the Interim Order. (a) the automatic stay shall not
apply to preclude, impair or delay the exercise by the Postpetition Hedge Provider of any right

arising under the Postpetition Hedge Agreement or applicable non-banptcy law including, but
not limited to, the exercise of all available remedies in the event of default; and (b) any
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obligations of the Debtors thereunder shall be treated as having arsen subsequent to the Petition
Date.
4. Authorization to Borrow. \Pending the Final Hearing, and subject\Subiect to the

terms and conditions set forth in the DIP Documents, DIP Facilty, and this \Interim Order, and
in order to prevent immediate and irreparable harm to the Debtors' estates\Final Order, the

Debtors are hereby authorized on a final basis (i) to request extensions of credit of up to an

aggregate principal amount of $\9,500,000\44.000.000 at anyone time outstanding under the
DIP Revolving Facility (the "DIP Revolver Amount"), (ii) to borrow an aggregate principal

amount equal to the PERL \Facility Obligations (the "PERL DIP Tenn Facility\Refudinl!
Amount\q\, which shall be used to fully and completely satisfy the Prepetition Beta Obligations,
and (iii) to borrow an aggregate principal amount equal to the \Alaska Facility Obligations (the
"Alaska DIP Term Facility f..mount", and together with the DIP Revolver ,A.mount and the PERL

DIP Tenn Facilty ,''.mount, the "Interim Finæicing"), which shall be used to fully and
completely satisfy the Prepetition Alaska First Lien Obligations\PEAO Refundinl! Amount.
5. DIP Obligations. \Subject to the rights of

parties in interest to assert a Challenge

solely with respect to the Refunding l..mount, as set forth in paragraph 31 hereof, the\The DIP
Documents and this \Interim \Final Order shall constitute and evidence the validity and binding
effect of

the Debtors' DIP Obligations, which DIP Obligations shall be enforceable against the

Debtors, their estates and any successors thereto, including without limitation, any trustee or
other estate representative appointed in the Cases, or any case under chapter 7 of

the Banptcy

Code upon the conversion of any of the Cases, or in any other proceedings superseding or related
to any of the foregoing (each a "Successor Case"). Upon entry of

this \Interim\Final Order, the

DIP Obligations wil include all

loans, reimbursement obligations, and any other indebtedness or

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obligations, contingent or absolute, which may now or from time to time be owing by the

Debtors to the DIP Agents or DIP Secured Paries under the DIP Documents and whether
borrowed under the terms of

the Interim Order or this \Interim\Final Order, including, without

limitation, all principal, accrued interest, costs, fees, expenses and other amounts owed pursuant

to the DIP Documents and this Final Order. The DIP Obligations shall be due and payable,
without notice or demand on the earlier to occur of

the Commitment Termination Date (as

defined herein) and the Termination Declaration Date (as defined herein).
6. DIP Liens and DIP CollateraL. \Subject to the rights of parties in interest to assert

a Challenge solely with respect to the Refunding f"mount, as set forth in paragraph 31 hereof,
effective\Effective immediately upon the execution of\tf\the Interim Order, pursuant to

sections 361,362, 364(c)(2), 364(c)(3) and 364(d) of

the Banptcy Code, in order to secure the

payment of

the DIP Obligations in the priorities set forth in the DIP Agreement and paragraph 21

hereof: (i) the Beta Collateral Agent was Qfanted (and such Qrant is hereby \granted\ratified.
confirmed and aODfoved on a final basis), for the benefit of itself and the DIP Secured Parties,

continuing, valid, binding, enforceable, non-avoidable and automatically and properly perfected

postpetition security interests in and liens on (the "Beta DIP Liens") any and all presently owned
and hereafter acquired personal property, real propert and other assets of

PERL and the

Guarantors, whether owned or consigned by or to, or leased from or to PERL or the Guarantors,

regardless of where located, including, without limitation, the assets set forth in clauses (l)
through (7) below (collectively, the "Beta DIP Collateral") and (ii) the PEA Collateral Agent is

hereby granted, for the benefit of itself and the DIP Secured Paries, continuing, valid, binding,
enforceable, non-avoidable and automatically and properly perfected postpetition security

interests in and liens on (the "Alaska DIP Liens" and, together with the Beta DIP Liens, the "DIP
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Liens") any and all presently owned and hereafter acquired personal propert, real property and
other assets of PEAO and PEAH, whether owned or consigned by or to, or leased from or to

PEAO or PEAH, regardless of where located, including, without limitation, the following

(collectively, the "Alaska DIP Collateral" and, together with the Beta DIP Collateral, the "DIP
Collateral")\;~: (1) all presently owned and hereafter acquired assets of

the applicable Debtors

and their estates, and any proceeds and products thereof, including without limitation, accounts,

deposit accounts, cash, as-extracted collateral, chattel paper, investment propert, letter-of-credit
rights, securities accounts, commercial tort claims, investments, instruents, documents,

inventory, contract rights, franchise agreements, general intangibles, intellectual property, real

property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of
the foregoing (including insurance proceeds), (2) proceeds of avoidance actions arising solely
under Section 549 of

the Banptcy Code, (3) \proceeds of avoidance actions under chapter 5 of
the Bankrptcy Code), but only
the

the Bankr~lptcy Code (except those arising under section 5~9 of

'"vith respect to claims arising under the DIP Revolving Facility and solely upon entry of

Final Order, (1) \any rights under Section 506(c) of

the Banptcy Code\ (upon entry of

the

Final Order), (5\~ any unencumbered assets of

the applicable Debtors, (\6\~ a pledge, for the

benefit of

the DIP Secured Paries and the applicable DIP Collateral Agent, of one hundred
the capital stock or other equity interests of

percent (100%) of

the Debtors (other than equity

interests in PERL), and (\+\~ a Lien on all assets of

the applicable Debtors securing other

Indebtedness, junior only to Permitted Prior Liens. The Prepetition Liens shall continue, shall
inure to the benefit of

the applicable DIP Collateral Agent and DIP Secured Paries in the

\;_\4 All capitalized terms not otherwise defined herein used in clauses (1) through (\f\~) of

this paragraph shall have the meanings ascribed thereto in the DIP Documents. All terms not specifically

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priorities set forth in the DIP Agreement and paragraph 21 hereof, shall secure the DIP
Obligations, and shall be included in the definition of

"DIP Liens." The DIP Collateral Agents

and the DIP Secured Paries' rights with respect to the DIP Collateral are not subject to any
setoff, claims, withholdings or other defenses.
7. DIP Lien Priority. The DIP Liens securing the DIP Obligations shall be junior to

the: (i) Care Out and (ii) Permitted Prior Liens, and shall otherwise be senior in priority and
superior to all other security interests, mortgages, collateral interests, liens or claims on or to any
of the DIP Collateral, subject to the rights of

paries in interest to assert a Challenge as set forth

in paragraph 34 hereof. Other than as set foiih herein, the DIP Liens shall not be made subject to
or pari passu with any lien or security interest heretofore or hereinafter granted in the Cases or
any Successor Cases. The DIP Liens shall be valid and enforceable against any trustee or other

estate representative appointed in the Cases or any Successor Cases, upon the conversion of any

of the Cases to a case under chapter 7 of the Banptcy Code (or in any other Successor Case),
and/or upon the dismissal of any of the Cases or Successor Cases. No lien or interest avoided
and preserved for the benefit of any estate pursuant to section 551 of

the Bankptcy Code shall

be made pari passu with or senior to the DIP Liens.
8. DIP Superpriority Claim. Upon entr of\th\the Interim Order, the DIP Agents

and DIP Secured Parties \are hereby granted\were iiranted (and such iirant is hereby ratified.
confirmed and aODfoved on a final basis), pursuant to section 364(c)(1) and 507(b) of

the

Banptcy Code, an allowed superpriority administrative expense claim in the Cases and any
Successor Cases (collectively, the "DIP Superpriority Claim") for all DIP Obligations, subject to

the rights of paries in interest to assert a Challenge as set forth in paragraph 34 hereof. The DIP
defined in the DIP Documents shall have the meanings ascribed to such terms in Aricle 8 or 9 of
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Superpriority Claim shall be subordinate only to the Care Out, and shall otherwise have priority

over any and all administrative expenses and unsecured claims against the Debtors or their

estates in the Cases and any Successor Cases, at any time existing or arising, of any kind or
nature whatsoever, including, without limitation, administrative expenses of

the kinds specified

in or ordered pursuant to Banptcy Code sections 105,326,328,330,331,365, 503(a), 503(b),

506(c), 507(a), 507(b), 546(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114, and

any other provision of the Banptcy Code, and at all times be senior to the rights of the
Debtors and their estates, any successor trustee or other estate representative to the extent
permitted by law, or any other creditor in the Cases.
9. No Obligation to Extend Credit. None of

the DIP Agents or DIP Lenders shall
the

have any obligation to make any loan or advance under the DIP Documents, unless all of

conditions precedent to the making of such extension of credit under the applicable DIP

Documents and this \Interim\Final Order have been satisfied in full or waived in writing by each
of

the DIP Lenders.
10. Use of

DIP Revolving Facilty Proceeds. From and after the Petition Date, the

Debtors shall use advances of credit under the DIP Revolving Facilty only for the puroses
specifically set forth in \this Interim\the Final Order, the DIP Documents and in compliance with
the Budget. A copy of the \ff\current Budget is anexed as Exhibit A hereto.

11. Use of

DIP Term Facilty Proceeds. The Debtors \shall use\used the proceeds of

the PERL DIP Term Facility and the PEAO DIP Term Facilty exclusively to repay the

Refuding Amount on the Closing Date (as defined in the DIP Credit Documents) pursuant to
the Payoff Letter and such reoavment is herebv ratified. confirmed and aODfoved on a final basis.

the Uniform Commercial Code.
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Authorization to Use Cash Collateral and for Adequate Protection
12. Authorization to Use Cash CollateraL. Subject to the terms and conditions of

this

\Interim\Final Order and the DIP Documents, and in accordance with the Budget, the Debtors are
authorized to use Cash Collateral until the earlier to occur of

the Termination Declaration Date

and the Commitment Termination Date. Nothing in this \Interim\Final Order shall authorize the

disposition of any assets of the Debtors or their estates outside the ordinar course of business, or
the Debtors' use of any Cash Collateral or other proceeds resulting therefrom, except as

permitted in this \Interim\Final Order, the DIP Facilty, the DIP Documents, and in accordance
with the Budget.
13. Adequate Protection Liens.

(a)
\Pursuant\Effective immediatelv UDon entrv of

Adequate Protection Liens.
the Interim Order and Dursuant to section 361,

363(e) and 364(d) of

the Banptcy Code, as adequate protection of

the interests ofthe

Prepetition Agents and Prepetition Secured Parties in the Prepetition Collateral against any
Diminution in Value of such interests, the Debtors \hereby grant\iiranted (and such iirant is

herebv ratified. confirmed and aooroved on a final basis) (a) to the extent of any such diminution, to the Prepetition Beta Facility Agent, for the benefit of itself and the Prepetition

Beta Facilty Lenders, continuing valid, binding, enforceable, non-avoidable and automatically
perfected postpetition security interests in and liens on the Beta DIP Collateral (the "Beta

Facilty Adequate Protection Lien"); (b) to the extent of any such diminution, to the PEAO First
Lien Collateral Agent, for the benefit of itself and the Prepetition Alaska First Lien Lenders, continuing valid, binding, enforceable, non-avoidable and automatically perfected postpetition

security interests in and liens on the Alaska DIP Collateral (the "PEAO Adequate Protection
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First Lien"; and ( c) to the extent of any such diminution, to the PEAO Second Lien Collateral

Agent, for the benefit of itself and the Prepetition Alaska Second Lien Facility Lenders, continuing valid, binding, enforceable, non-avoidable and automatically perfected postpetition
security interests in and liens on the Alaska DIP Collateral and Beta DIP Collateral (the

"Prepetition Alaska Adequate Protection Second Lien"; and together with the Beta Facilty
Adequate Protection Lien and the Prepetition Alaska Adequate Protection First Lien, the
"Adequate Protection Liens").
(b)

Priority of Adequate Protection

Liens. The Adequate Protection Liens shall be junior only to: (i) the Care Out, (ii) the DIP
Liens, (ii) the Prepetition Liens and (iv) Permitted Prior Liens. The Adequate Protection Liens
shall otherwse be senior to all other security interests, mortgages, collateral interests, liens or
claims on or to any of

the DIP CollateraL. Except as provided herein, the Adequate Protection

Liens shall not be made subject to or pari passu with any lien or security interest by any court
order heretofore or hereafter entered in the Cases or any Successor Cases, and shall be valid and enforceable against any trustee appointed in the Cases or any Successor Cases, or upon the
dismissal of

the Cases or any Successor Cases. No lien or interest avoided and preserved for the

benefit of any estate pursuant to section 551 of the Banptcy Code shall be made pari passu

with or senior to the Adequate Protection Liens.
14. Adequate Protection Superpriority Claims.

(a)
Super priority Claims. As fuher adequate protection of

Adequate Protection
the interests of

the Prepetition Agents

and Prepetition Secured Paries in the Prepetition Collateral against any Diminution in Value of
such interests in the Prepetition Collateral, the Prepetition Agents and Prepetition Secured Paries
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\ar\were each \hereby \granted (and such l!ant is herebv ratified. confirmed and annroved on a
final basis) as and to the extent provided by sections S03(b) and S07(b) of

the Banptcy Code

an allowed superpriority administrative expense claim in the Cases and any Successor Cases (the

"Adequate Protection Superpriority Claim").
(b)
Super

Priority of Adequate Protection

priority Claim. The Adequate Protection Superpriority Claim shall be junior only to the

Care Out and the DIP Obligations. Except as set forth herein, the Adequate Protection
Superpriority Claim shall have priority over all administrative expense claims and unsecured

claims against the Debtors or their estates, now existing or hereafter arising, of any kind or
nature whatsoever, including, without limitation, administrative expenses of

the kinds specified

in or ordered pursuant to sections ios, 326, 328, 330, 331, 36S, S03(a), S03(b), S06(c), S07(a),

S07(b), S46(c), 546(d), 726 (to the extent permitted by law), 1113 and 1114 of

the Banptcy

Code.
is. Adequate Protection Payments and Protections. As fuher adequate protection,

the Debtors \ar\were authorized and directed (and such authorization is herebv ratified.

confirmed and annroved on a final basis) to provide adequate protection to the Prepetition
Agents and the Prepetition Secured Paries, in the form of: (a) accrual of

interest at the non-

default contract rate,\4\2 and fees and other amounts due under the Prepetition Credit Documents;
(b) ongoing payment of

the reasonable fees, costs and expenses, including, without limitation,

legal and other professionals' fees and expenses, as required under the Prepetition Credit

Documents; (c) continued maintenance and insurance ofthe Prepetition Collateral and the DIP
\4\2.
Nothing herein shall impair or enhance any rights of Lenders to assert a claim for default-rate interest under the terms of

the Prepetition Agents or Prepetition

the Prepetition Credit

Documents.
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Collateral in amounts and for the risks, and by the entities, as required under the Prepetition
Credit Documents and the DIP Documents; and the agreement of

the Debtors, the DIP Lenders,

the DIP Agents, and the Prepetition Agents that the Debtors shall not sell, transfer, lease, or
otherwise dispose of all or substantially all of the assets of the properties of

the Debtors without

the prior written consent of the Prepetition Agents and the Required Prepetition Lenders.

Notwithstanding anything to the contrar herein, all rights solely with respect to adequate
protection are preserved, including without limitation, rights to seek recharacterization under
section 506 of the Banuptcy Code or other applicable law.
16. Section 507(b) Reservation. Nothing herein shall impair or modify the

application of section 507(b) of the Banptcy Code in the event that the adequate protection
provided to the Prepetition Agents and/or Prepetition Secured Paries\ pursuant to this Interim
Gf\ is insuffcient to compensate for any Diminution in Value of

their interests in the

Prepetition Collateral during the Cases or any Successor Cases.

Provisions Common to DIP Financin2 and Use of Cash Collateral Authorizations
17. Amendment of

the DIP Documents. The DIP Documents may from time to time

be amended, modified or supplemented by the paries thereto upon two (2) business days'

advance notice to the Statutory Committee and the U.S. Trustee, without a hearing, if: (a) the
amendment, modification, or supplement is: (i) in accordance with the DIP Documents; (ii)

beneficial to the Debtors; and (ii) not prejudicial in any material respect to the rights of third
paries; (b) a copy (which may be provided by fax or email) of

the amendment, modification or

supplement is provided to counsel for \aH\the Statutory Committee and the U.S. Trustee; and (c)

the amendment, modification or supplement is filed with the Cour; provided, however, that
consent of\aH\the Statutory Committee or the U.S. Trustee, and approval of

the Cour are not

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necessary to effectuate any such amendment, modification or supplement. Except as otherwse
provided in this paragraph 17, no waiver, modification, or amendment of any of the provisions of
any DIP Document shall be effective unless set forth in writing, signed on behalf of (i) the

Debtors; (ii) one or more DIP Lenders having or holding loan exposure (including unutilzed
commitments) under the DIP Facilty representing sixty-six and two-thirds percent (66%%) or
more of the aggregate loan exposure (including unutilzed commitments) of

all DIP Lenders

(collectively, the "Required DIP Lenders"); and (iii) the DIP Agents and approved by the Cour
on notice.
18. Budget Maintenance. The Budget and any modification to, or amendment or

update of, the Budget shall be in form and substance acceptable to and approved by the Required

DIP Lenders. The Budget may be amended or modified in writing from time to time only with
the written consent of

the Required DIP Lenders and without need for approval by this Cour.

Any amendment to the Budget shall be fied with the Court.
19. Modification of Automatic Stay. The automatic stay imposed under Banptcy
Code section 362(a) is hereby modified as necessary to effectuate all of

the terms and provisions

of

this \Interiin\Final Order, including, without limitation, to: (a) permit the Debtors to grant the

DIP Liens, Adequate Protection Liens, DIP Superpriority Claims, and Adequate Protection
Superpriority Claims; (b) permit the Debtors to perform such acts as the DIP Agents or the

Prepetition Agents each may request in its sole discretion to assure the perfection and priority of
the liens granted herein; (c) permit the Debtors to incur all

liabilities and obligations to the DIP

Agents, DIP Secured Paries, Prepetition Agents, and Prepetition Secured Paries under the DIP
Documents, the DIP Facilty and this \Interim\Final Order; and (d) authorize the Debtors to pay,
and the DIP Agents, DIP Secured Paries, Prepetition Agents, and Prepetition Secured Paries to
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retain and apply, payments made in accordance with the terms of\tf\the Interim Order\-;\ and
this Final Order.
20. Perfection of

- the

DIP Liens and Adequate Protection Liens. This \Interim\Final
the validity, perfection, and priority of

Order shall be sufficient and conclusive evidence of

DIP Liens and the Adequate Protection Liens without the necessity of fiing or recording any

financing statement, mortgage, notice, or other instruent or document which may otherwise be
required under the law or regulation of any jurisdiction or the taking of any other action
(including, for the avoidance of doubt, entering into any deposit account control agreement) to
validate or perfect (in accordance with applicable non-banptcy law) the DIP Liens and the
Adequate Protection Liens, or to entitle the DIP Agents, the DIP Secured Paries, the Prepetition

Agents, and the Prepetition Secured Paries to the priorities granted herein. Notwithstanding the
foregoing, each of

the DIP Agents, DIP Collateral Agents and the Prepetition Agents are

authorized to fie, as it deems necessary or advisable in their sole discretion, such financing

statements, mortgages, notices and other instruent or documents to perfect in accordance with
applicable non-banptcy law or to otherwse evidence the applicable DIP Liens and/or

Adequate Protection Liens, and all such financing statements, mortgages, notices and other
documents shall be deemed to have been filed or recorded as of the Petition Date; provided, however, that no such filing or recordation shall be necessary or required in order to create,

evidence or perfect the DIP Liens and/or the Adequate Protection Liens. The Debtors are
authorized and directed to execute and deliver promptly upon demand to the DIP Agents and
Prepetition Agents all such financing statements, mortgages, title insurance policies, notices,
instruents, and other documents as the DIP Agents or Prepetition Agents may reasonably

request. The DIP Collateral Agents, the Prepetition Beta Facilty Agent, the PEAO First Lien
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Collateral Agent and the PEAO Second Lien Collateral Agent, each in their sole discretion, may

fie a photocopy ofthis \Interim\Final Order as a financing statement or notice with any fiing or
recording offce or with any registry of deeds or similar office, in addition to or in lieu of such

financing statements, mortgages, notices of lien, instruent, or similar document.
21. Application of Proceeds of CollateraL. Payments and Collections. As a condition

to entry into the DIP Documents, the extension of credit under the DIP Facilty and the
authorization to use Cash Collateral, the Debtors have agreed that proceeds of

DIP Collateral,

Prepetition Collateral, any amounts held on account of

the DIP Collateral or Prepetition

Collateral, and all payments and collections received by the Debtors shall be applied as follows:
(i)

first, with respect to the Obligations (as defined in the DIP Credit Agreement) under the

DIP Revolving Facilty, and ifno such Obligations in respect of

the DIP Revolving Facilty

are outstanding, then:

(ii) second, (A) with respect to any proceeds of Beta Collateral or Beta DIP Collateral, first to

the Obligations under the PERL DIP Term Facilty, to be allocated among the PERL Term
Lenders (as defined in the DIP Credit Agreement) in accordance with each such lender's
PERL Term Pro Rata Share (as defined in the DIP Credit Agreement), second to the extent

the PERL DIP Term Facilty has been paid in full, to the Prepetition Alaska Second Lien
Obligations, to be allocated among the Prepetition Alaska Second Lien Lenders in
accordance with each such lender's PEAO Second Lien Pro Rata Share (as defined in the

DIP Credit Agreement), and third to the extent the Prepetition Alaska Second Lien Facility
has been paid in full, to the Obligations under the PEAO DIP Term Facility, to be allocated among the PEAO Term Lenders (as defined in the DIP Credit Agreement) in accordance

with each such lender's PEAO Term Pro Rata Share (as defined in the DIP Credit
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Agreement), and (B) any proceeds of

PEA Collateral or Alaska DIP Collateral shall be

applied first to the Obligations under the PEAO DIP Term Facility, to be allocated among the PEAO Term Lenders (as defined in the DIP Credit Agreement) in accordance with each such
lender's PEAO Term Pro Rata Share (as defined in the DIP Credit Agreement), second to the

extent the PEAO DIP Term Facilty has been paid in full, to the Prepetition Alaska Second
Lien Obligations, to be allocated among the Prepetition Alaska Second Lien Lenders in
accordance with each such lender's PEAO Second Lien Pro Rata Share (as defined in the

DIP Credit Agreement), and third to the extent the PEAO DIP Term Facilty has been paid in full, to the Obligations under the PERL DIP Term Facilty, to be allocated among the PERL
Term Lenders (as defined in the DIP Credit Agreement) in accordance with each such lender's PERL Term Pro Rata Share (as defined in the DIP Credit Agreement) until the

PERL DIP Term Facilty has been paid in full, then:

(ii) third, to the Debtors.
The provisions of this paragraph 21 and the corresponding sections of

the DIP Documents shall

be the exclusive method of application of proceeds of Collateral and shall not be affected or otherwise modified by any prepetition intercreditor agreement solely among the Prepetition
Secured Paries.

22. Proceeds of Subsequent Financing. If any of

the Debtors, any trustee, any

examiner with enlarged powers, any responsible offcer or any other estate representative
subsequently appointed in these Cases or any Successor Cases, shall obtain credit or incur debt
pursuant to Banptcy Code sections 364(b), 364(c) or 364(d) in violation of

the DIP

Documents at any time prior to the indefeasible repayment in full in cash of all DIP Obligations
and Prepetition Obligations and the termination of

the DIP Agents' and DIP Lenders' obligation

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to extend credit under the DIP Facilty, including subsequent to the confrmation of any plan
with respect to the Debtors and the Debtors' estates, and such financing is secured by any DIP Collateral, then all the cash proceeds derived from such credit or debt shall immediately be
tued over to the applicable DIP Collateral Agent to be applied as set forth in paragraph 21

herein.
23. Maintenance of

DIP Collateral and Cash Management System. Until the
all DIP Obligations and the termination of

indefeasible payment in full in cash of

the DIP

Agents' and the DIP Lenders' obligation to extend credit under the DIP Facility, the Debtors

shall: (a) insure the DIP Collateral as required under the DIP Facilty; and (b) maintain the cash
management system in effect as of the Petition Date, as modified by any order that may be

entered by the Cour which has been first agreed to by the Required DIP Lenders, or as otherwse
agreed to by the Required DIP Lenders, or as otherwise required by the DIP Documents.
24. Disposition of DIP Collateral: Rights of

DIP Agents and DIP Lenders. The
any portion of

Debtors shall not sell, transfer, lease, or otherwise dispose of

the DIP Collateral

without the prior written consent of

the Required DIP Lenders (and no such consent shall be

implied, from any other action, inaction or acquiescence) or as expressly permitted in the DIP

Documents, it being understood that any sale, transfer, lease or other disposition of any of the Debtors or all or substantially all of the assets or properties of any or all of the Debtors shall at
all times require the prior written consent of

the Required DIP Lenders and the lenders holding

not less than 66 2/3 % of the aggregate principal amount of each of the loans under the

Prepetition Credit Facilties (the "Required Prepetition Lenders"), and it being further understood
that each Prepetition Lender may consent, withhold consent, or object to such sale in its sole

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discretion notwithstanding the terms of any prepetition intercreditor agreement solely among the
Prepetition Secured Paries.
25. Postpetition Financing Termination. Upon the earlier to occur of

the Matuity

Date and the date by which the DIP Lenders' Commitments (as defined in the DIP Agreement)

are terminated (the "Commitment Termination Date"): (a) all DIP Obligations shall be

immediately due and payable and all commitments to extend credit under the DIP Facility wil
terminate; and (b) all authority to use Cash Collateral shall cease, provided. however, that during the Remedies Notice Period (as defined herein), the Debtors may use Cash Collateral solely as
set forth in paragraph 12 herein.
26. Events of Default. The occurence of an "Event of Default" under the DIP

Agreement, as set forth therein shall constitute an event of default under this \Interim\Final
Order, unless waived in writing by the Required DIP Lenders (the "Events of

Default").

27. Rights and Remedies Upon Event of Default. Immediately upon the occurrence

and during the continuation of

an Event of

Default: (a) the DIP Administrative Agent at the

request of (or with the consent of) the Required DIP Lenders shall declare: (i) all DIP
Obligations owing under the DIP Documents to be immediately due and payable; (ii) the

termination, reduction or restriction of any further commitment to extend credit to the Debtors to
the extent any such commitment remains; and/or (iii) the termination of

the DIP Agreement and the DIP Agents and the DIP

any other DIP Document as to any futue liabilty or obligation of

Secured Paries, but without affecting any ofthe DIP Liens or the DIP Obligations; and (b) the
DIP Agents and/or the Prepetition Agents (with the consent of

the Required DIP Lenders or, in

the case of

the Prepetition Credit Facilties, the Required Prepetition Lenders) may declare a

termination, reduction or restriction on the ability of the Debtors to use Cash Collateral during
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the Remedies Notice Period defined below (any such declaration, shall be referred to herein as a

"Termination Declaration"). The Termination Declaration shall be given by fax or email to

counsel to the Debtors, counsel to the Prepetition Agents, counsel to \an\the Statutory
Committee, and the U.S. Trustee (the earliest date any such Termination Declaration is made

shall be referred to herein as the "Termination Declaration Date"). The DIP Obligations shall be
due and payable, without notice or demand, and the use of Cash Collateral shall automatically

cease on the Termination Declaration Date. Any automatic stay otherwise applicable to the DIP
Agents or the DIP Lenders is hereby modified so that five (5) business days after the

Termination Declaration Date (the "Remedies Notice Period"), (A) the DIP Agents (at the
direction of

the Required DIP Lenders) and the Postpetition Hedge Provider shall be entitled to:

(i) exercise all rights and remedies against the DIP Collateral in accordance with the DIP

Documents and this \Interim\Final Order and shall be permitted to satisfy the DIP Obligations,

DIP Superpriority Claim and DIP Liens, subject to paragraph 21 and the Care Out; or (ii) upon
entry of the Final Order, the DIP Administrative Agent shall upon direction of

the Required DIP

Lenders, with the full cooperation of

the Borrowers, and without any objection by the Borrowers,

complete the Proposed Asset Sale (as defined in the DIP Agreement) in accordance with section
363 of

the Banptcy Code, in which case the DIP Administrative Agent shall have a power of

attorney from the Borrowers to take all steps necessar or advisable to complete the sale process
commenced during the Case in accordance with §363 of

the Banptcy Code and applicable

orders of the Banptcy Cour (it being understood that such Proposed Asset Sale may not be
consumated without the prior written consent of

the Required DIP Lenders and the Required

Prepetition Lenders); and (B) the DIP Agents (at the direction of

the Required DIP Lenders) and

the Postpetition Hedge Provider shall be entitled to exercise their rights and remedies to satisfy
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the Prepetition Obligations, Adequate Protection Superpriority Claims and Adequate Protection

Liens. During the Remedies Notice Period, the Debtors and the Statutory Committee shall be

entitled to seek an emergency hearing with the Cour for the sole purose of contesting whether
an Event of

Default has occured and/or is continuing. Unless the Cour determines durng the
Default has not occured and/or is not continuing,

Remedies Notice Period that an Event of

unless the DIP Administrative Agent (with the consent of or at the direction of

the Required DIP

Lenders and the Required Prepetition Lenders) has elected to complete Proposed Asset Sale in
accordance with section 363 of the Banptcy Code\ (but only upon entry of

the Final Order)\,

the automatic stay shall terminate at the end ofthe Remedies Notice Period without fuher
action, notice or order and the DIP Agents, DIP Secured Parties, Prepetition Agents, and
Prepetition Secured Paries shall be permitted to exercise all remedies set forth herein, in the DIP

Agreement, the DIP Documents, Prepetition Credit Agreements and Prepetition Credit
Documents, as applicable, and as otherwise available at law or in equity against the DIP

Collateral and/or Prepetition Collateral, without fuher order of or application or motion to the
Court, and without restriction or restraint by any stay under sections 362 or 105 of

the

Banptcy Code, or otherwise, against the enforcement of the liens and security interests in the
DIP Collateral and Prepetition Collateral or any other rights and remedies granted to the DIP

Agents and the DIP Secured Paries with respect thereto pursuant to the DIP Agreement, DIP Documents, or this \Interim\Final Order. Any remedies taken affecting any leases or premises

subject to any leases shall be in accordance with applicable federal and state law, the Bankptcy
Code, the governing leases, consent of the applicable landlord (if required), or as otherwise

ordered by the Cour.

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28. Good Faith Under Section 364(e) of

the Banptcy Code: No Modification or

Stay of

this \Interim\Final Order. The DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries each have acted in good faith in connection with \tf\the Interim

Order and this Final Order and their reliance on \tf\the Interim Order and this Final Order is in
good faith. Based on the findings set forth in this \Interim\Final Order and the record made
during the Interim Hearing and Final Hearinl!, in the event any or all of the provisions of this

\Interim\Final Order are hereafter modified, amended or vacated by a subsequent order of this

Court or any other court, the DIP Agents and DIP Secured Paries are each entitled to the
protections provided in section 364(e) of

the Banptcy Code. Any such modification,

amendment or vacatu shall not affect the extent, validity, perfection, priority, allowabilty,
enforceabilty or non-avoidability of any advances previously made or made hereunder, or lien,

claim or priority granted, perfected, authorized or created oreviouslv or hereby. Any liens or
claims granted to the DIP Agents or DIP Secured Paries hereunder arising prior to the effective

date of any such modification, amendment or vacatur of \tf\the Interim Order or this Final
Order shall be governed in all respects by the original provisions of

this \Interim\Final Order,

including entitlement to all rights, remedies, privileges and benefits granted herein.
29. Indemnification of

DIP Agents and DIP Secured Paries. The Debtors shall

indemnify and hold harless the DIP Agents and each DIP Secured Pary and their respective
shareholders, directors, agents, offcers, subsidiaries and affiliates, successors and assigns,
attorneys and professional advisors, in their respective capacities as such, from and against any

and all damages, losses, settlement payments, obligations, liabilties, claims, actions or causes of
action, whether groundless or otherwise, and reasonable costs and expenses incured, suffered,

sustained or required to be paid by an indemnified part of every nature and character arising out
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of or related to the DIP Documents, or the DIP Facility or the transactions contemplated thereby
and by this \Interim\Final Order, whether such indemnified pary is pary thereto, as provided in
and pursuant to the terms of

the DIP Documents and as fuher described therein and herein,

except to the extent resulting from such indemnified pary's gross negligence or willful
misconduct as finally determined by a final non-appealable order of a court of competent

jurisdiction. The indemnity includes indemnification for the DIP Agents' and each DIP Secured
Pary's exercise of discretionar rights granted under the DIP Facility. In all such litigation, or

the preparation therefor, the DIP Agents and each DIP Secured Party shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Debtors agree to promptly pay
the reasonable fees and expenses of such counseL.

30. Proofs of Claim. The DIP Agents, DIP Secured Paries, Prepetition Agents and

Prepetition Secured Paries shall not be required to file proofs of claim in any of the Cases or any
Successor Cases, and the Debtors' Stipulations in paragraph \E\G of

this \Interim\Final Order

shall be deemed to constitute a timely filed proof of claim. Any order entered by the Cour in
connection with the establishment of a bar date for any claim (including, without limitation, administrative expense claims) in the Cases or any Successor Cases shall not apply to the DIP

Agents, the DIP Secured Paries, Prepetition Agents, or the Prepetition Secured Paries.
31. Rights of Access and Information. Without limiting the rights of access and

information afforded the DIP Agents and DIP Secured Paries under the DIP Documents or the
Prepetition Agents and Prepetition Secured Parties under the Prepetition Credit Documents, the

Debtors shall be, and hereby are, required to afford representatives, agents and/or employees of
the DIP Agents, DIP Secured Paries, Prepetition Agent and Prepetition Secured Paries

reasonable access to the Debtors' premises and their books and records in accordance with the
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DIP Documents and Prepetition Documents, as the case may be, and shall reasonably cooperate, consult with, and provide to such persons all such information as may be reasonably requested.

In addition, by consenting to entry ofthis Order, the Debtors have authorized their independent
certified public accountants, financial advisors, restructuing advisers, investment baners and

consultants to cooperate, consult with, and provide to the DIP Agents and Prepetition Agents
(and so long as an Event of

Default has occurred and is continuing, each DIP Secured Pary and

Prepetition Secured Pary) all such information as may be reasonably requested with respect to
the business, results of operations and financial condition of

the Debtors.

32. Care Out.

(a)

Carve Out. As used in this

\Interim\Final Order and the DIP Agreement, the "Care Out" means, upon the earliest to occur
of

the Termination Declaration Date or Commitment Termination Date, the following expenses:

(i) statutory fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6); and (ii)

Priority Professional Expenses. As defined in the DIP Agreement, the term "Priority
Professional Expenses" means allowed and unpaid fees, costs and expenses of professionals
retained in these Cases pursuant to Sections 327, 328 and 1103 of

the Banptcy Code

consisting of ary attorneys, accountants, financial advisors, and consultants retained by Debtors
or a Statutory Committee (the "Case Professionals"); provided, however, that (i) the term "Priority Professional Expenses" shall not include any Ineligible Professional Expenses (as

defined below) and (ii) the amount of Priority Professional Expenses incured in any period shall
not exceed the Professional Expense Cap. As defined in the DIP Agreement, the term
"Professional Expense Cap" means, with respect to fees, costs and expenses of professionals
retained in the Case pursuant to Sections 327, 328 and 1103 of

the Banptcy Code prior to the

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occurence of an Event of Default, the cumulative amounts set forth for such fees, costs and
expenses in the Budget on an accrual basis, to the extent such fees, costs and expenses are

actually incured prior to an Event of Default, and from and after the occurence of an Event of

Default, $1,000,000 in the aggregate (inclusive of any holdbacks required by the Banptcy
Cour), provided, however, that from and after the occurence of an Event of Default, all
amounts expended thereafter for Priority Professional Expenses shall reduce the Professional

Expense Cap dollar for dollar. For the avoidance of doubt. the amount Drovided in the Budæt
with reSDect to costs and eXDenses of Drofessionals retained in these Cases Dursuant to Sections
327.328 and 1103 of the BankDtcv Code consistim! of an

v attornevs. accountants. financial

advisors. and consultants retained bv the Statutorv Committee shall be no less than $1.200.000

("Committee Professional Fee Amount"). orovided. however. to the extent that anv such
amounts are not used to satisfy such oblilZations. anv remaininlZ amount shall revert to the Estate.

(b)
Professional Fees; No Waiver of

No Direct Obligation to Pay

Right to Object to Fees. The DIP Agents, DIP Secured Paries,

Prepetition Agents, and Prepetition Secured Parties shall not be responsible for the direct payment or reimbursement of any fees or disbursements of any Case Professionals or Committee
EXDenses incurred in connection with the Cases or any Successor Cases under any chapter of

the

Banptcy Code. Nothing in this \Interim\Final Order or otherwise shall be construed: (i) to

obligate the DIP Agents, DIP Secured Parties, Prepetition Agents or Prepetition Secured Paries,
in any way to pay compensation to or to reimburse expenses of any Case Professional or the

Committee EXDenses, or to guarantee that the Debtors have sufficient fuds to pay such

compensation or reimbursement; (ii) to increase the Care Out if actual Allowed Professional
Fees are higher in fact than the estimated fees and disbursements of Case Professional reflected
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in the Budget; \ff\(ii) as consent to the allowance of any professional fees or expenses of any

Case Professionals: or (iv) as consent to the allowance of anv Committee Exoenses. Any
fuding of the Care Out shall be added to and made a par of

the DIP Obligations and secured

by the DIP Collateral and otherwise entitled to the protections granted under this \Interim\Final

Order, the DIP Documents, the Banptcy Code and applicable law.
33. Limitations on the DIP Facilty. the DIP CollateraL. the Cash Collateral and the

Care Out The DIP Facility, the DIP Collateral, the Cash Collateral, and the Care Out may not

be used to pay Ineligible Professional Expenses. As defined in the DIP Agreement, "Ineligible

Professional Expenses" means any fees or expenses incured by any Person, including a
Statutory Committee or any Debtor in (A) preventing, hindering or delaying the applicable
Collateral Agent's enforcement or realization upon any of

the Collateral once an Event of

Default has occurred, (B) using or seeking to use cash collateral not in compliance with the
Budget and the Interim Order or the Final Order, whichever is in effect at the time of

reference

thereto, or sellng any other Collateral, in each case without the Required DIP Lenders' consent,
(C) incurring Indebtedness not permitted by Section 6.1 of the DIP Credit Agreement and (D)

objecting to or contesting in any maner, or in raising any defenses to, the validity, extent,
amount, perfection, priority or enforceabilty of the Prepetition Lender Debt or the Obligations or
any mortgages, Liens or security interests with respect thereto or any other rights or interests of
the Agents and the Lenders, or in asserting any claims or causes of action, including, without
limitation, any actions under Chapter 5 of

the Banptcy Code, against the Agents or the
investigating or analyzing any of

Lenders, provided, however, that the process of

the foregoing

items listed in clause (D) hereof

prior to the filing of an objection or a lawsuit, or the

commencement of a contested matter or adversary proceeding, with respect to the Prepetition
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Lender Debt, the Obligations, the Liens or any potential claims or causes of action against the

Agents or the Lenders shall not constitute Ineligible Professional Expenses up to the amount of
$\50,000.\100.000.
34. Reservation of Certain Third Par Rights and Bar of Challenges and Claims.

\Nothing in this Interim Order or the DIP Documents shull prejudioe the rights of a\The Statutory
Committee \or any other party in interest '?/Ith standing (other than the Debtors, but including a

Chapter 7 trustee), to\mav seek to object to or to challenge the findings or Debtors' Stipulations
regarding: (a) the validity, extent, priority, or perfection of

the mortgages, security interests, and

liens of

the Prepetition Agents or any Prepetition Secured Pary; (b) the validity, allowabilty,
the Prepetition Obligations; or (c) the validity,

priority, fully secured status or amount of

allowabilty, priority, fully secured status or amount of

the PERL DIP Term Facilty, PERL

Refunding Amount, PEAO DIP Term Facility, or PEAO Refuding Amount. \A party, including

an\The Statutory Committee\, ifappointed,\ must commence, as appropriate, a contested matter
or adversar proceeding raising such claim, objection, defense, or other challenge, including,

without limitation, any claim against any Prepetition Agent or Prepetition Secured Party in the nature of a setoff, counterclaim or defense to the applicable Prepetition Obligations or the
Prepetition Liens (each, a "Challenge") \v/ithin the earlier of: (i) '.vith respect to any Statutory
Committee, sixty (60) calendar days from the formation of

the Statutory Committee by the U.S.

Trustee, and (ii) váth respect to other paries in interest vlith requisite standing other than the
Debtors or any Statutory Committee, seventy fi'ie (75) calendar days following the date of entry
of

the Interim Order (together, the "Challenge Period"). The applicable Challenge Period may
the applicable Prepetition ,'\gent or Prepetition

only be extended '.vith the written consent of

Secured Pary, or by order of

the Court\on or before Julv 13.2009 (the "Challemæ Period"),

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Upon the occurrence of

the expiration of

the Challenge Period (the "Challenge Period

Termination Date"): (A) any and all Challenges by any pary (including, without limitation,

\an\the Statutory Committee, any chapter 11 trustee, and/or any examiner or other estate
representative appointed or elected in these Cases, and any chapter 7 trustee and/or examiner or
other estate representative appointed or elected in any Successor Cases), shall be deemed to be
forever waived and bared; and (B) all of

the Debtors' Stipulations, waivers, releases,

affrmations and other stipulations as to the priority, extent, and validity as to the Prepetition
Agents' and each Prepetition Secured Pary's, claims, liens, and interests shall be of

full force

and effect and forever binding upon all the Debtors' estate and all creditors, interest holders, and

other paries in interest in these Cases and any Successor Cases. This is without oreiudice for the
Statutorv Committee to ask for a further extension of

the Challen!!e Period. which the Lenders

shall have no reauirement to !!rant.
35. Settlement Proceeds. Provided solelv in the event that the Statutorv Committee

does not brim;? a Challenge as defined in ParaizaDh 34. the PreDetition Lenders and DIP Lenders
shall

leave the followin!! assets (the "Settlement Proceeds") to the Estate (subiect to oaragraoh 38

herein): First $2 millon (in aggre!!ate) from cash oroceeds received with resoect to either (i anv
cash Droceeds received bv the Debtors as a result of the Adversar Proceedin!! (as defined

herein) or (m anv cash oroceeds received bv the Debtors as a result of the recoverv of Production
Pavments. as orovided in Dara!!raDh 37 herein.

36. Adversarv Proceedin!!. The Debtors shall fie an adversarv oroceedin!! (the
"Adversar Proceedin!!") a!!ainst Union Oil Comoanv of California ("Chevron") to (i challen!!e
the lien ri!!hts asserted bv Chevron in that certain Motion of Union Oil ComDanv of California

fied March 23. 2009 r docket No. 1001 and (m recover oroceeds in the amount of $5.51 0.263
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(Dlus interest) which amounts have been seizreizated Dursuant to that certain Order Governiniz
Further Proceedinizs on Motion of Union Oil ComDanv of California For Relief

From Automatic

Stav entered by the Court on ADril 28. 2009 r docket No. 2301. The Debtors shall include the

PreDetition Lenders and the DIP Lenders as Daries to the Adversar Proceedinl!. The Debtors
shall have no obliization to file the Adversarv Proceediniz if Chevron has fied an adversar
oroceedinl! on or before June 10.

37. Production Pavments. In accordance with the DIP Budizet attached hereto. the

Debtors shall create three seDarate. interest-beariniz reserve accounts (each. a "Production

Pavment Reserve Account"). which shall be used solelv to make Production Pavments UDon a
final and non-aDDealable order bv the Court allowiniz such Production Pavments to be Daid to (i

Aera Enemv LLC and SWEPI LP. (m Noble Enemv Inc.. and (im the Medema Familv Trust.
John N. and Debra Robinson or LAB ProDerties (each of

the seDarate entities named in clauses

(i) throuizh (im herein. a "Production Pavment ReciDient"). as the case mav be. If the Cour
determines Dursuant to a final and non-aDDealable order that anv of such Production Pavments

are not due a~d owinl!. then anv amounts in the aDDlicable Production Pavment Reserve Account

mav be used to satisfv DaraizraDh 35(m above. subiect to the limit set forth therein. Each
Production Pavment Reserve Account shall be funded in the amounts set forth in the DIP Budizet

attached hereto that are attributable to the Production Payment reserved by such Production

Pavment ReciDient. The ultimate determination of the amount of anv Production Pavment
ReciDients Production Payments shall not be limited to the amounts funded into the aDDlicable Production Pavment Reserve Account. Fundiniz of the Production Pavment Reserve Accounts
shall occur oromDtlv after the entrv of

this Order.

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38. Deficiencv Claim. The Preoetition Lenders and the DIP Lenders shall

subordinate their unsecured deficiencv claims to the claims of the g:eneral unsecured creditors

solelv with resoect to the Settlement Proceeds. if anv. avoidance actions under chaoter 5 of the
Banuotcv Code (exceot those arising: under section 549 of

the Banotcv Code) (collectivelv.

the "Avoidance Actions") and the oroceeds of Avoidance Actions. ifanv. and anv remainder
from the Committee Professional Fee Amount oursuant to oarag:raoh 32 herein: orovided.
however. that such subordination shall arse solelv in the event that the Statutorv Committee

does not bring: a Challeng:e. The Preoetition Lenders and the DIP Lenders shall assiim to the
Estate. solelv with resoect to the Settlement Proceeds. ifanv. and the oroceeds of

the Avoidance

Actions. if anv. for the benefit of the holders of general unsecured claims. the subordination
rig:hts it curentlv has vis a vis the claims of

Forest Oil Corooration. orovided. however. that such

assig:nment shall occur solelv in the event that the Statutorv Committee does not bring: a Challeng:e. Nothing: in this Final Order shall determine anv oarv's rig:hts and oblig:ations under
that certain Subordination Ag:reement dated as of Aug:ust 24.2007 among: the Preoetition

Lenders and Forest Oil Corooration.
39. Avoidance Actions. For avoidance of

doubt. no liens. orioritv claims or

suoerorioritv claims g:ranted herein or in the Interim Order shall attach to Avoidance Actions or

the oroceeds thereof (exceot those arising: under section 549 of the Banotcv Code),
40. Reservation of Rig:hts With Resoect to Union Oil Comoanv of California.

Notwithstanding: anv other orovision. recitaL. finding: or conclusion in this Final Order. nothing: in
this Final Order or the DIP Documents (A) determines the validitv or relative orioritv of

the liens

and securitv interests Union Oil Comoanv of California ("Union") asserts in (i that certain
orooertv in the Trading: Bav area in Cook Inlet. Alaska known as the Trading: Bav Unit ("TBU")
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and Tradin2: Bav Field ("TBF"). (m oil extracted from TBU and/or TBS. and/or (im oroceeds
from the sale of such oil includin2:. without limitation. "Proceeds" as defined in the Order
Governin2: Further Proceedin2:s On Motion of Union Oil ComDanv ofCaliforna For Relief from

Automatic Stav r docket no. 2301. or (B) authorized the use of such Proceeds.
41. Reservation of

Ri2:hts With ReSDect to Production Pavments. Notwithstandin2:

any other orovision. recitaL. findin2: or conclusion in this Final Order. nothin2: in this Final Order.
the creation of

the Production Pavment Reserve Accounts. or the DIP Documents is with

oreiudice to and does not constitute a waiver of. eXDresslv or imDlicitlv. anv claim. ri2:ht. title or

interest of Daries claimin2: ownershiD of Production Pavments. includin2: but not limited to (i)
Noble Ener2:v. Inc.'s ri2:hts to its Production Pavment and the relief sou2:ht in Adversarv No. 09-

51009. Noble Enemv. Inc. v. Pacific Energv Resources Ltd.: (ii) the Medema Familv Trust's
ri2:hts to its Production Pavment: (iii) Aera Ener2:v LLC's ri2:hts (includin2: its assi2:ned interest

from SWEPI LP) to its Production Pavment and anv relief sou2:ht from the Cour bv Aera.
inc1udin2: without limitation. in anv adversarv oroceedin2:: and (iv) anv other Production
Pavment ReciDient.

42. \JéNo Third Party Rights. Except as explicitly provided for herein, this

\Interim\Final Order does not create any rights for the benefit of any third pary, creditor, equity
holder or any direct, indirect, or incidental beneficiar.
43. \~Section 506(c) Claims. \Upon entry of

the Final Order, no\No costs or

expenses of administration which have been or may be incured in the Cases at any time shall be
charged against the DIP Agents, DIP Secured Paries, Prepetition Agents or Prepetition Secured
Paries or any of

their respective claims, the DIP Collateral or the Prepetition Collateral pursuant

to section 105 or 506( c) of the Banptcy Code, or otherwse, without the prior express written
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consent of

the affected DIP Agent, DIP Secured Par, Prepetition Agent or Prepetition Secured

Par, and no such consent shall be implied, directly or indirectly, from any action, inaction, or

acquiescence by any such agents or lenders.
44. \;&No Marshaling/Applications of Proceeds. \Upon entry of

the Final Order,

th\The DIP Agents, DIP Secured Paries, Prepetition Agents, and Prepetition Secured Paries
shall not be subject to the equitable doctrine of

"marshaling" or any other similar doctrine with

respect to any of

the DIP Collateral or the Prepetition CollateraL.

45. \~Section 552(b). \Upon entry of

the Final Order, the\The DIP Agents, DIP

Secured Paries, Prepetition Agents, and Prepetition Secured Paries shall each be entitled to all
of the rights and benefits of section 552(b) of the Banptcy Code, and the "equities of

the
the

case" exception under section 552(b) of

the Banptcy Code shall not apply to any of

Prepetition Agents or Prepetition Secured Paries with respect to proceeds, product, offspring or
profits of any of the Prepetition CollateraL.

46. \A.Discharge Waiver. The Debtors expressly stipulate, and the Court finds and
adjudicates that, the DIP Obligations shall not be discharged by the entry of an order confirming

any plan of reorganization, notwithstanding the provisions of section 1141 (d) of the Banptcy
Code, unless the DIP Obligations have been paid in full in cash on or before the effective date of
a confirmed plan of reorganization.
47. \4hRights Preserved.

(a)
herein to the contrar, the entry of

Notwthstanding anything
this \Intcrim\Final Order is without prejudice to, and does not

constitute a waiver of, expressly or implicitly: (a) the DIP Agents', any DIP Secured Pary's, the

Prepetition Agents' or any Prepetition Secured Par's right to seek any other or supplemental
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relief in respect of any Debtor, including the right to seek additional adequate protection (without

prejudice to any other person's right to object to or otherwse oppose such additional adequate
protection); or (b) any of the rights of

the DIP Agents, any DIP Secured Part, the Prepetition

Agents or any Prepetition Secured Pary under the Banptcy Code or under non-banptcy
law, including, without limitation, the right to (i) request modification of

the automatic stay of
any of

section 362 of

the Banptcy Code, (ii) request dismissal of

the Cases or any Successor

Cases, conversion of any of the Cases to a case under chapter 7, or appointment of a chapter 11

trustee or examiner with expanded powers, or (iii) propose, subject to the provisions of section

1121 of the Banptcy Code, a chapter 11 plan or plans.
(b)

Other than as expressly set

forth in this \Interim\Final Order, any other rights, claims or privileges (whether legal, equitable
or otherwise) of

the DIP Agents, DIP Secured Paries, Prepetition Agents, and Prepetition

Secured Paries are preserved.

48. \4bNo Waiver by Failure to Seek Relief. The failure of any DIP Agent, any DIP

Secured Pary, any Prepetition Agent or any Prepetition Secured Par to seek relief or otherwise
exercise its respective rights and remedies under \tf\the Interim Order. this Final Order, the
DIP Documents, the Prepetition Credit Documents or applicable law, as the case may be, or to

fie an objection to the Debtors' use of Cash Collateral except in accordance with this
\Interim\Final Order, shall not constitute a waiver of any of

the rights hereunder, thereunder, or

otherwise of

the applicable DIP Agent, DIP Secured Par, Prepetition Agent or Prepetition

Secured Pary.

49. \4;Binding Effect of\Interim\Final Order. Immediately upon entry by this Cour

(notwithstanding any applicable law or rule to the contrary), the terms and provisions of

this

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\Interim\Final Order shall become valid and binding upon and inure to the benefit of

the Debtors,

the DIP Agents, the DIP Secured Paries, the Prepetition Agents, the Prepetition Secured Paries,

all other creditors of the Debtors, \æl\the Statutory Committee or any other cour appointed

committee appointed in the Cases, and all other paries in interest and their respective successors

and assigns, including any trustee or other fiduciar hereafter appointed in any of the Cases, any
Successor Cases, or upon dismissal of any of the Cases or any Successor Cases.

50. \44No Modification of\Interim\Final Order. Until and unless the DIP
Obligations and Prepetition Obligations have been indefeasibly paid in full in cash (such

payment being without prejudice to any terms or provisions contained in the DIP Facilty which

surive such discharge by their terms) and all commitments to extend credit under the DIP
Facility have been terminated, the Debtors irrevocably waive the right to seek and shall not seek
or consent to, directly or indirectly: (a) without the prior written consent of

the DIP Agents
the Required DIP

(which consent shall be provided only at the direction or with the consent of

Lenders) and Prepetition Agents (i) any modification, stay, vacatu or amendment to this

\Interim\FinaIOrder (and no such consent shall be implied by any other action, inaction or
acquiescence of

the applicable DIP Agent, DIP Secured Paries, Prepetition Agent or Prepetition

Secured Paries); or (ii) a priority claim for any administrative expense or unsecured claim
against the Debtors (now existing or hereafter arising of any kind or nature whatsoever,

including, without limitation any administrative expense of the kind specified in sections 503(b),
507(a) or 507(b) of

the Banptcy Code) in the Cases or any Successor Cases equal or superior

to the DIP Superpriority Claim or Adequate Protection Superpriority Claim, other than the Care
Out; (b) without the prior written consent of

the Required DIP Lenders, DIP Agents and

Prepetition Agents, any order allowing use of Cash Collateral; and (c) without the prior written
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consent of

the Required DIP Lenders, DIP Agents and the Prepetition Agents, any lien on any of

the DIP Collateral with priority equal or superior to the DIP Liens, Prepetition Liens, or
Adequate Protection Liens.
51. \4§\Interim \Final Order Controls. In the event of any inconsistency between the

terms and conditions of

the DIP Documents. the Interim Order and this \Interim\Final Order, the

provisions of

this \Interim\Final Order shall govern and control.

52. \44Surival. The provisions of

this \Interim\Final Order and any actions taken

pursuant hereto shall surive entry of any order which may be entered: (a) confirming any plan
of reorganization in any of the Cases; (b) converting any of the Cases to a case under chapter 7

of the Banptcy Code; ( c) dismissing any of the Cases or any Successor Cases, to the extent
authorized by applicable law; or (d) pursuant to which this Cour abstains from hearing any of
the Cases or any Successor Cases. The terms and provisions of

this \Interim\Final Order,

including the claims, liens, security interests and other protections granted to the DIP Agents,
DIP Secured Parties, Prepetition Agents and Prepetition Secured Paries pursuant to this

\Interim\Final Order and/or the DIP Documents, notwithstanding the entry of any such order, shall continue in the Cases, in any Successor Cases, or following dismissal of any of the Cases or any Successor Cases, and shall maintain their priority as provided by this \Interim\Final Order

until all DIP Obligations and Prepetition Obligations have been indefeasibly paid in full in cash

and all commitments to extend credit under the DIP Facility are terminated. The terms and
provisions concerning the indemnification of

the DIP Agents and DIP Secured Paries shall

continue in each of the Cases, in any Successor Cases, following dismissal of any of the Cases or
any Successor Cases, and following termination of

the DIP Documents and/or the repayment of

the DIP Obligations.
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\17. \\Final Hearing. The Final Hearing to consider entry of

the Final Order and final

appro\'al of

the DIP Facility is scheduled for f..pril 8, 2009 at 11 :00 a.m. (Eastern Time) before

the Honorable Kevin J. Carey, Chief

United States Bankptcy Judge, Courtroom #5 at the

United States Bankruptcy Court for the District of Delawme. Within t'vo business days after
entry of this Interim Order, the Debtors shall serve, by United.

States mail, first class postage
the Final Hearing (the "Final Hearing

prepaid, notice of

the entry of

this Interim Order and of

Notice"), together '"'lith a copy of

this Interim Order and the DIP Motion, on: (a) the parties
the Interim Hearing; (b) any party which has filed prior to such date

having been given notice of

a request for notices with this Cour; and (c) counsel for any Statutory Committee. The Final
Hearing Notice shall state that any party in interest objecting to the entry of

the proposed Final

Order shall fie written objections Witli the Clerk of

the Court no later than on f~prill, 2009 at

1:00 p.m. (Eastern Time), which objections shall be served so as to be received on or before such

date by: (i) counsel to the Debtors, attn: Ira D. Kharasch, Esq., Pachulski Stang Ziehl & Jones
LLP, i 0100 Santa Monica Blvd., i 1 th Floor, Los Angeles, CA 90067 1 i 00, Maxim B. Litvak,

Esq., Pachulski Stang Ziehl & Jones LLP, 150 Californa Street, 15th Floor, San Francisco, CA
91 i i 1 1500 and Laura Davis Jones, Esq., Pachulski Stang Ziehl & Jones LLP, 919 North Market

Street, 17th Floor, Wilmington, DE 19899 8705; (ii) counsel to any Statutory Committee; (iii)
counsel to the DIP f..dministrative ,'\gent, Beta Collateral f..gent and Prepetition Beta Facility

Agent, aUn: Jeffrey S. Sabin and Steven WilaiO'vsky, Esq., Bingham McCutchen LLP, 399
Park ,'\venue, New York, NY 10022 ~\and attn: Don f~. Beskrone, Esq., ,A.shby & Geddes, P./\.,

500 DelavlUe ,/\venue, P.O. Box 1150, Wilmington, DE 19899 (i'/) counsel to the PEA

Collateral f~gent, Prepetition Alaska First Lien Facilty Agent, PEf..O First Lien Collateral

/\gent, Prepetition ,'\laska Second Lien Facility /\gent and PEAO Second Lien Collateral .i\gent,
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attn: Seth E. Jacobson, Esq. and Chris L. Dickerson, Esq., Skadden, "'\rps, Slate, Meagher &

Flom LLP, 333 West Wacker Dri'/e Chicago, Ilinois 60606; and (v) the Offce ofthe United
States Trustee for the District of

Delawaro, 811 King Street, Suite 2207, Lockbox 35,

\Vilmington, DE 19801. \

53. \4&Effect ofthis \Interim\Final Order. This \Interim\Final Order shall constitute
findings of fact and conclusions of law pursuant to Banptcy Rule 7052 and shall take effect

and be enforceable nunc pro tunc to the Petition Date immediately upon execution hereof.

54. \49Retention of Jurisdiction. The Cour has and wil retain jursdiction to
enforce this \Interiin\Final Order according to its terms.
SO ORDERED by the Cour this _ day of

,2009.

The Honorable Kevin J. Carey Chief United States Bankptcy Judge

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Exhibit A

Budget