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UNITED STATES BANKRUPTCY COURT

DISTRICT OF MASSACHUSETTS
EASTERN DIVISION
__________________________________________
In re:
)
)
)
BUCKINGHAM OIL INTERESTS, INC.
)
)
)
Debtor.
)
________________________________________ )

Chapter 11
Case No.: 15-13441 (JNF)

ORDER (A) AUTHORIZING SALE OF INTERESTS IN OIL AND GAS PROPERTIES

FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS BY
INTERNET AUCTION MECHANISM; (B) AUTHORIZING ASSUMPTION AND
ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS IN CONNECTION
THEREWITH; (C) SCHEDULING SALE HEARING AND POST-AUCTION HEARING;
AND (D) GRANTING OTHER RELATED RELIEF
Upon the motion (the Motion) 1 of Charles A. Dale III, the duly appointed Chapter 11
trustee for the bankruptcy estate of the above-captioned debtor (the Trustee) for entry of an
order (a) authorizing the Trustee to sell certain interests in oil and gas properties free and clear of
liens, claims, encumbrances, and other interests by an internet auction mechanism; (b)
authorizing the assumption and assignment of certain executory contracts in connection
therewith; (c) scheduling a sale hearing on the Motion and a post-auction hearing for purposes of
reporting the auction results and entry of an order identifying the winning bidders and
determining good faith purchaser status; and (d) granting related relief; and the Court having
determined that the relief requested in the Motion is in the best interests of the bankruptcy estate,
the Debtors creditors, and other parties in interest; and after due deliberation thereon; and good
and sufficient cause having been shown for the relief requested; and adequate notice having been
given;
1

Capitalized terms used but not defined herein shall the meanings provided in the Motion.

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NOW, upon the Motion, the exhibits thereto, and the statements of counsel advanced at
the Hearing,
THE COURT HEREBY FINDS:
A.

The Court, pursuant to 28 U.S.C. 1334, has jurisdiction over all assets of the

Debtor and it bankruptcy estate. The Motion is a core proceeding as defined in 28 U.S.C.
157(b)(2). Venue of the Motion in this district is proper pursuant to 28 U.S.C. 1408 and
1409.
B.

The sales through the EnergyNet internet auction mechanism described in the

Motion are being proposed in good faith, without collusion or fraud.

C.

The Trustee has demonstrated good, sufficient, and sound business purpose and

justification for the sales through the EnergyNet internet auction mechanism pursuant to section
363 of the Bankruptcy Code. The sales proposed by the Trustee present the best opportunity to
maximize value of the Debtors oil and gas interests and will provide a greater recovery for the
Debtors creditors and investors than would be provided by any presently available alternative.
D.

The conditions of section 363(f) of the Bankruptcy Code have been satisfied with

respect to any and all persons or entities, if any, asserting any lien, claim (as that term is defined
in section 101(5) of the Bankruptcy Code), encumbrance, or interest (including any Preferential
Right) of any nature or extent (each, an Encumbrance) on the oil and gas assets. Those holders
of Encumbrances who did not object to the Motion or who withdrew their objections to the
Motion are deemed to have consented to the relief sought in the Motion pursuant to section
363(f)(2) of the Bankruptcy Code.
E.

The Trustee has given due and proper notice of the sales to all parties required to

receive notice. A reasonable opportunity to object or be heard with respect to the Motion and the
relief requested therein has been afforded to all interested parties and entities.
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The Trustee has satisfied the provisions of section 365 of the Bankruptcy Code

with respect to the assumption and assignment of executory contracts set forth on the
Assignment Notice, including with limitation, provisions relating to adequate assurance of future
performance.
G.

In order to maximize the value of the Debtors oil and gas assets, it is essential

that the sales occur on an expedited basis. Accordingly, the Court finds that there is cause to
waive and/or vacate the stays imposed by Rules 6004(h) and 6006(d) of the Bankruptcy Rules,
and such stays are hereby vacated and shall have no application to the relief afforded by this
Order.
IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT:
1.

The Motion is hereby granted in all respects. All objections with regard to the

relief sought in the Motion that have not been withdrawn, waived, or settled, are hereby
overruled on the merits.
2.

The Trustee is authorized to conduct bidding processes for the Debtors oil and

gas assets through the EnergyNet platform as described in the Motion. The Trustee, consistent
with his business judgment, is authorized but not required to: (i) sell the assets either separately
or in lots; (ii) utilize an open cry auction format or seal bidding processes; (iii) establish
minimum bidding requirements or no reserve bidding; and (iv) comply with the rules and
procedures typically instituted by EnergyNet in similar sales (subject to standard bankruptcy
practice). Subject to the post-sale hearing scheduled herein, the Trustee is authorized to
consummate the sales of the assets to the winning bidders and execute and deliver all documents,
and take any action, necessary to effectuate the sales.
3.

Pursuant to section 363(f) of the Bankruptcy Code, upon consummation of the

sales, the subject assets shall be transferred to the purchasers, free and clear of any and all
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Encumbrances, which Encumbrances, if any, shall attach to the purchase price of each asset, with
the same validity, extent, and priority, and subject to the same defenses (including, without
limitation, any defenses under chapter 5 of the Bankruptcy Code), as had attached to such asset
immediately prior to the sale.
4.

Except as expressly permitted by this Order, all persons or entities holding or

asserting any Encumbrance of any kind or nature with respect to any asset sold pursuant to this
Order shall be, and hereby are, barred from asserting such Encumbrance against the purchasers,
their successors and assigns, or the subject asset transferred. All Encumbrances against the
assets shall be and hereby are deemed to be divested, terminated, and discharged upon
consummation of the sale.
5.

The assumption and assignment to the winning bidders of the executory contracts

or leases identified on the Assignment Notice are approved. All defaults under the executory
contracts set forth on the Assignment Notice shall be deemed cured upon payment of the cure
amount (which shall be paid within 10 days of closing), and, without limiting the foregoing, no
effect shall be given to any default of the type set forth in section 365(b)(2) of the Bankruptcy
Code. Each counterparty to an executory contract on the Assignment Notice is hereby forever
barred, estopped, and permanently enjoined from (i) asserting against any assignee, its affiliates
or their respective assets any default arising prior to or existing as of the sale closing, or asserting
any counterclaim, defense, right of recoupment, right of setoff, or any other interest which could
have been asserted against the Debtor or its estate as of closing, and (ii) imposing or charging
against the any assignee or its affiliates, any accelerations, assignment fees, increases, or any
other fees or charges as a result of the assumption of such contracts and leases. Any provision in
any executory contract or lease set forth on the Assignment Notice that prohibits or conditions
the assumption and/or assignment of such executory contract or lease or allows the counterparty
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thereto to terminate, recapture, impose any penalty, condition on renewal or extension, or modify
any term or condition upon such assumption or assignment (including provisions restricting the
change in control or ownership interest composition or other bankruptcy related defaults),
constitutes an unenforceable anti-assignment provision that is void and of no force and effect.
6.

The Trustee is hereby authorized and empowered, and, upon entry of the Order,

shall have all the authority necessary, to execute such documents of transfer and to perform such
acts as may be required to effectuate and implement the bidding process and proposed sales.
7.

The provisions of Bankruptcy Rules 6004(h) and 6006(d) staying the

effectiveness of this Order for ten days, to the extent applicable, are hereby waived and this
Order shall be effective, and the parties may consummate the transactions contemplated by the
Motion, immediately upon entry.
8.

A hearing at which the Trustee shall report the results of the bidding process and

at which the Court shall consider entry of the Good Faith Purchaser Order shall be held on
________, 2015 at ______ _.m. Eastern time.
9.

This Court shall retain jurisdiction over the parties to the proposed sale with

respect to any matters related to or arising under this Order.

Date: October __, 2015

Honorable Joan N. Feeney

United States Bankruptcy Judge

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