2015-11-04_GENERAL DOCUMENTS - M1982090

• Permit No: M1982090
• IBM Index Class Name: GENERAL DOCUMENTS
• Doc Date: 11/4/2015
• Doc Name: Bankruptcy Court Sale of Equipment
• From: Camp Bird Attorney
• To: DRMS
• Email Name: THM
• Email Name: GRM
• Media Type: D
• Archive: No

Case 14-33427 Doc 203 Filed 11/04/15 Entered 11/04/15 16:37:22 Desc Main
Document Page 9 of 17
The Bidding Process
The Debtors shall: (i) detennine whether any person is a Qualified Bidder, (ii) coordinate
the efforts of the Qualified Bidders in conducting their due diligence investigations of the
Equipment; (iii) receive offers from Qualified Bidders; and (iv) negotiate any offers made to
purchase the Equipment (collectively, the "Bidding Process"). Any person who wishes to
participate in the Bidding Process must be a Qualified Bidder. Neither the Debtors nor their
representatives shall be obligated to furnish any information of any kind whatsoever relating to
the Equipment to any person who is not a Qualified Bidder. The Debtors shall have the right to
adopt such other rules for the Bidding Process which, in their sole judgment, will better promote
the goals of the Bidding Process and which are not inconsistent with any of the other provisions
hereof or of any order of the Bankruptcy Court.
Participation Requirements
Unless otherwise ordered by the Bankruptcy Court for cause shown or as otherwise
determined by the Debtors in their sole discretion, to participate in the Bidding Process each
person (a "Potential Bidder") must deliver (unless previously delivered) to the Debtors:
i. Written evidence of a commitment for financing or other evidence of ability to
consummate the proposed transaction satisfactory to the Debtors in their sole discretion;
and
ii. An irrevocable proposal to purchase some or substantially all of the Equipment.
A Qualified Bidder is a Potential Bidder that delivers the documents described in
subparagraphs (i) and (ii), whose financial information demonstrates the financial capability of
the Potential Bidder to consummate the Sale, and that the Debtors determine is reasonably likely
(based on availability of financing, experience and other considerations) to submit a bona fide
offer and to be able to consummate the Sale if selected as the Successful Bidder. Purchaser is a
Qualified Bidder.
Within three (3) business days after a Potential Bidder delivers all of the materials
required by subparagraphs (i) and (ii) above, the Debtors shall determine, and shall notify the
Potential Bidder, whether the Potential Bidder is a Qualified Bidder. At the same time that the
Debtors notify the Potential Bidder that it is a Qualified Bidder, the Debtors shall allow the
Qualified Bidder to conduct due diligence with respect to the assets sought to be acquired as
hereinafter provided.
22834683 I
Case 14-33427 Doc 203 Filed 11/04/15 Entered 11/04/15 16:37:22 Desc Main
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Due Diligence
The Debtors shall afford each Qualified Bidder reasonable due diligence access to the
assets sought to be acquired. The Debtors will coordinate all reasonable requests for additional
information and due diligence access from such bidders. The Debtors shall not be obligated to
furnish any due diligence information after the Bid Deadline (as hereinafter defined). Neither the
Debtors nor any of their representatives are obligated to furnish any information relating to the
Debtors' assets to any person except to a Qualified Bidder that makes an acceptable preliminary
proposal. Bidders are advised to exercise their own discretion before relying on any information
regarding the Debtors' assets provided by anyone other than the Debtors or their representatives.
To the extent a Qualified Bidder wishes to inspect the Equipment, it must provide the Debtors
with an executed indemnification that indemnifies and holds the Debtors' harmless for any injury
or damage that may arise to said Qualified Bidder in connection with any inspection of the
Equipment.
Bid Deadline
A Qualified Bidder that desires to make a bid shall deliver a written copy of its bid to the
Debtors as follows: David E. Leta, Snell & Wilmer L.L.P., Attorneys for Federal Resources, Inc.
and Camp Bird Colorado, Inc., 15 W. South Temple, Suite 1200, Salt Lake City, Utah 84101, by
no later than five (5) business days before the Sale by 4:00 p.m. (Prevailing Mountain Time) (the
"Bid Deadline"). Counsel for the Debtors shall immediately deliver all bids received to counsel
for the Purchaser. With the consent of the Purchaser, the Debtors may extend the Bid Deadline
once or successively, but it is not obligated to do so.
22234683 I
All bids must include the following documents (the "Required Bid Documents"):
• A letter stating that the bidder's offer is irrevocable until the earlier of
(i) two (2) business days after the Equipment upon which the bidder is
bidding have been disposed of pursuant to the Bid Procedures; or (ii)
thirty (30) days after the Sale Hearing.
• An executed form of asset purchase agreement in form and substance
acceptable to the Debtors (the "Asset Purchase Agreement").
• Written evidence of a commitment for financing or other evidence of
ability to consummate the proposed transaction satisfactory to the Debtors
in their sole discretion.
• Deposit of $10,000, which shall be held by the Debtors until the
Bankruptcy Court approves the sale of the Equipment. The Debtors will
consider a bid only if the bid is on terms that are not conditioned on
obtaining financing or on the outcome of unperformed due diligence by
the bidder. A bid received from a Qualified Bidder that includes all of the