COURT FILE NUMBER 1301 11352 OF

CLERK'S STAMP
FORM 49
[RULE 13,19]
COURT FILE NUMBER
1301
COURT
COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE
CALGARY
11352
IN THE MATTER OF THE COMPANIES'
CREDITORS ARRANGEMENT ACT, R.S.C. 1985,
c. C-36, as amended
IN THE MATTER OF THE BUSINESS
CORPORATIONS ACT, R.S.A. 2000, c. B-9, as
amended
AND IN THE MATTER OF THE COMPROMISE
OR
ARRANGEMENT
OF
LONE
PINE
RESOURCES CANADA
LTD., LONE PINE
RESOURCES INC., LONE PINE RESOURCES
(HOLDINGS)INC., WISER DELAWARE LLC and
WISER OIL DELAWARE,LLC
DOCUMENT
APPLICATION
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS
DOCUMENT
BENNETT JONES LLP
Barristers and Solicitors
4500, 855 — 2nd Street S.W.
Calgary, Alberta T2P 4K7
Attention: Chris Simard
Telephone No.: 403-298-4485
Fax No.: 403-265-7219
Client File No.: 68261,10
NOTICE TO RESPONDENT:
This application is made against you. You are a respondent.
You have the right to state your side of this matter before the master/judge.
To do so, you must be in Court when the application is heard as shown below:
Date:
Tuesday, December 17, 2013
Time:
2:30 p.m.
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2
Where:
Calgary Courts Centre,601 - 5 Street S.W., Calgary,
AB
Before Whom:
Madam Justice J. Strekaf
Go to the end of this document to see what else you can do and when you must do it.
Remedy claimed or sought:
1.
If necessary, an Order abridging the time for service of this Application and supporting
materials and declaring service to be good and sufficient;
2.
An Approval and Vesting Order, substantially in the form attached hereto as Schedule
"A" (the "Approval and Vesting Order"), granting the following relief, among other
things:
(a)
approving the sale transaction (the "Transaction") contemplated by an Asset
Purchase and Sale Agreement (the "Sale Agreement") between Lone Pine
Resources Canada Ltd. ("LPR Canada") and Harvest Operations Corp. (the
"Purchaser") made as of December 9, 2013 and attached as Exhibit 1 to the
Affidavit No. 4 of Shane K. Abel, affirmed December 12, 2013 (the "Abel
Affidavit No. 4");
(b)
ratifying and confirming LPR Canada's execution of the Sale Agreement and to
take such additional steps and execute such additional documents as may be
necessary or desirable for the completion of the Transaction;
(c)
vesting all of LPR Canada's right, title and interest in and to the Assets described
in the Sale Agreement in the Purchaser, free and clear of all claims by or through
LPR Canada;
(d)
directing, upon the closing of the Transaction, the Department of Energy and
Indian Oil and Gas Canada to enter the Purchaser as the owner and/or lessee of
the subject real property and mines and minerals comprising the Assets;
(e)
authorizing LPR Canada to pay the net proceeds received from the sale of the
Assets to the Agent on behalf of the Syndicate, to be applied to reduce the amount
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3
outstanding by the Applicants under the March 18, 2011 secured credit facility, as
amended, in place between the Applicants and the Syndicate; and
(f)
3.
further and other relief set out in the Approval and Vesting Order.
Such further and other relief, advice and directions as counsel may request and this
Honourable Court may deem just and appropriate in the circumstances.
Grounds for making this application:
4.
On September 25, 2013, Justice K. M. Eidsvik of this Honourable Court granted the
Initial Order in this action granting, among other things, a Stay Period (as defined in the
Initial Order) until and including October 24, 2013. The Stay Period has subsequently
been extended to and including January 10, 2013.
5.
Capitalized terms not otherwise defined herein have the meanings ascribed to them in the
Initial Order.
6.
The Transaction:
(a)
was negotiated at arm's length;
(b)
will yield consideration to the Applicants for the Assets that is fair and
reasonable;
(c)
will yield accretive value to the Applicants and their creditors; and
(d)
involves the sale of Assets that do not comprise the core assets of the Applicants
that are necessary for the conduct of their ongoing business operations.
7.
The process leading to the sale of the Assets was reasonable in the circumstances, and
approved by PricewaterhouseCoopers Inc., the Court-appointed monitor of the
Applicants (the "Monitor").
8.
The Applicants' major creditors, the Syndicate and the Initial Consenting Noteholders,
were consulted and are supportive of the Transaction,
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-49.
The Arrangers and Lenders under the ABL Commitment Letter (as defined and approved
in the November 27, 2013 Order granted by Mr. Justice K. D. Yamauchi) are supportive
of the Transaction.
10.
The Monitor is supportive of the Transaction.
11.
Such further and other grounds as counsel may advise and this Honourable Court may
permit.
Material or evidence to be relied on:
12.
The pleadings and proceedings filed in the within action.
13.
Seventh Report of the Monitor, to be filed.
14.
Affidavit No. 4 of Shane K. Abel, filed.
15.
Such further and other material as counsel may advise and this Honourable Court may
permit.
Applicable rules:
16.
None.
Applicable Acts and regulations:
17.
The Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the
"CCAA").
Any irregularity complained of or objection relied on:
18.
None.
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5
How the application is proposed to be heard or considered:
19.
Oral submissions by counsel in an application in Justice Chambers as scheduled.
WARNING
If you do not come to Court either in person or by your lawyer, the Court may give the
applicant(s) what they want in your absence. You will be bound by any order that the
Court makes.
If you want to take part in this application, you or your lawyer must attend in Court on the
date and at the time shown at the beginning of the form, If you intend to rely on an
affidavit or other evidence when the application is heard or considered, you must reply by
giving reasonable notice of the material to the applicant.
WSLegal\068261\00010\9845705v4
SCHEDULE "A"
CLERK'S STAMP
COURT FILE NUMBER
1301 - 11352
COURT
COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE
CALGARY
APPLICANTS
IN THE MATTER OF THE COMPANIES'
CREDITORS ARRANGEMENT ACT,R.S.C. 1985, c.
C-36, as amended
AND IN THE MATTER OF THE BUSINESS
CORPORATIONS ACT,R.S.A. 2000, c. B-9, as
amended
AND IN THE MATTER OF LONE PINE
RESOURCES CANADA
LTD.,
LONE PINE
RESOURCES (HOLDINGS) INC., LONE PINE
RESOURCES INC., WISER OIL DELAWARE,LLC
and WISER DELAWARE LLC
DOCUMENT
ORDER(Approval and Vesting)
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS
DOCUMENT
BENNETT JONES LLP
Barristers and Solicitors
4500 Bankers Hall East
855 — 2nd Street S.W.
Calgary, Alberta T2P 4K7
Attention: Chris Simard
Telephone No.: 403-298-4485
Fax No.: 403-265-7219
Client File No.: 68261.10
DATE ON WHICH ORDER WAS PRONOUNCED:
December 17,2013
LOCATION WHERE ORDER WAS PRONOUNCED: Calgary
NAME OF JUSTICE WHO MADE THIS ORDER:
VVRege068261\00010\9823452v4
J. Strekaf
- 2UPON the application of Lone Pine Resources Canada Ltd. ("LPR Canada"), Lone Pine
Resources (Holdings) Inc. ("LPR Holdings"), Lone Pine Resources Inc, ("LPRI"), Wiser Oil
Delaware, LLC ("Wiser Delaware") and Wiser Delaware LLC ("Wiser Oil") (collectively, the
"Applicants") for an Order approving the sale transaction (the "Transaction") contemplated by an
Asset Purchase and Sale Agreement (the "Sale Agreement") between LPR Canada and Harvest
Operations Corp. (the "Purchaser") made as of December 9, 2013 and attached as Exhibit "1" to
the Affidavit No. 4 of Shane K. Abel, affirmed December 12, 2013 (the "Abel Affidavit No. 4"),
filed, and vesting in the Purchaser LPR Canada's right, title and interest in and to the Assets (as
defined in the Sale Agreement); AND UPON having read the Abel Affidavit No. 4 and the
Seventh Report of PricewaterhouseCoopers Inc., the Court-appointed Monitor of the Applicants
(the "Monitor"), filed; AND UPON hearing the submissions of counsel for the Applicants,
counsel for the Monitor, counsel for the Syndicate, counsel for holders of the Senior Notes,
counsel for the Arrangers and Lenders under the ABL Commitment Letter (as defined and
approved in the November 27, 2013 Order granted by Mr. Justice K. D. Yamauchi) and counsel
for other interested parties;
IT IS HEREBY ORDERED AND DECLARED THAT:
1.
Capitalized terms used but not defined herein shall bear their meanings as defined in the
Initial Order granted in this Action by the Honourable Madam Justice K.M. Eidsvik on
September 25, 2013.
2.
The Transaction is hereby approved, and the Sale Agreement is commercially reasonable
and in the best interests of LPR Canada and its stakeholders. The execution of the Sale
Agreement by LPR Canada is hereby ratified, confirmed and approved, and LPR Canada
is hereby authorized and directed to take such additional steps and execute such
additional documents as may be necessary or desirable for the completion of the
Transaction and for the conveyance of the Assets to the Purchaser.
3.
Upon the delivery of a Monitor's Certificate to the Purchaser substantially in the form
attached as Schedule "A" hereto (the "Monitor's Certificate"), all of LPR Canada's right,
title and interest in and to the Assets described in the Sale Agreement shall vest
absolutely in the Purchaser, free and clear of and from any and all security interests
(whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed
WSLegal\068261\00010\9823452v4
-3trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or
other financial or monetary claims, whether or not they have attached or been perfected,
registered or filed and whether secured, unsecured or otherwise (collectively, the
"Claims") including, without limiting the generality of the foregoing:
(a)
any Encumbrances or Charges (as created by and defined in the Initial Order of
the Honourable Madam Justice K.M. Eidsvik dated September 25, 2013 and any
other Orders granted in this Action);
(b)
all charges, security interests or claims evidenced by registrations pursuant to the
Personal Property Security Act, the Mines and Minerals Act, the Land Titles Act
or any other personal, mineral or real property registry system; and
(c)
those Claims listed in Schedule "B" hereto;
(all of which are collectively referred to as the "Encumbrances") and, for greater
certainty, this Court orders that all of the Encumbrances affecting or relating to the Assets
are hereby expunged and discharged as against the Assets.
4.
Upon the registration in the Department of Energy and Indian Oil and Gas Canada, the
Minister of Energy and Indian Oil and Gas Manager, Land are hereby directed to enter
the Purchaser as the owner and/or lessee of the subject real property and the mines and
minerals comprising the Assets (as defined in the Sale Agreement)(the "Real or Mineral
Property"), and are hereby directed to delete and expunge from title to the Real or
Mineral Property all of the Claims listed in Schedule "B" hereto.
5.
LPR Canada is hereby authorized to pay the net proceeds received from the sale of the
Assets to the Agent on behalf of the Syndicate, to be applied to reduce the amount
outstanding by the Applicants under the March 18, 2011 secured credit facility, as
amended, in place between the Applicants and the Syndicate.
6.
The Monitor shall file with the Court a copy of the Monitor's Certificate, concurrent with
the delivery thereof to the Purchaser.
7.
Notwithstanding:
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-4(a)
the pendency of these proceedings;
(b)
any applications for a bankruptcy order now or hereafter issued pursuant to the
Bankruptcy and Insolvency Act (Canada) in respect of LPR Canada and any
bankruptcy order issued pursuant to any such applications; and
(c)
any assignment in bankruptcy made in respect of the LPR Canada;
the vesting of the Assets in the Purchaser pursuant to this Order shall be binding on any
trustee in bankruptcy that may be appointed in respect of LPR Canada and shall not be
void or voidable by creditors of LPR Canada, nor shall it constitute nor be deemed to be a
transaction at undervalue, fraudulent preference, assignment, fraudulent conveyance or
other reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any
other applicable federal or provincial legislation, nor shall it constitute oppressive or
unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.
8.
This Court hereby requests the aid and recognition of any court, tribunal, regulatory or
administrative body having jurisdiction in Canada or in the United States to give effect to
this Order and to assist LPR Canada, the Monitor and their agents in carrying out the
terms of this Order. A11 courts, tribunals, regulatory and administrative bodies are hereby
respectfully requested to make such orders and to provide such assistance to LPR Canada
and to the Monitor, as an officer of this Court, as may be necessary or desirable to give
effect to this Order or to assist LPR Canada and the Monitor and their agents in carrying
out the terms of this Order.
J.C.Q.B.A
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SCHEDULE "A"
Clerk's Stamp:
COURT FILE NUMBER
1301 - 11352
COURT
COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE
CALGARY
ACTION
IN THE MATTER OF THE COMPANIES'
CREDITORS ARRANGEMENT ACT,
R.S.C. 1985, c. C-36, as amended
AND IN THE MATTER OF THE BUSINESS
CORPORATIONS ACT,R.S.A. 2000, c. B-9, as
amended
AND IN THE MATTER OF LONE PINE
RESOURCES CANADA LTD., LONE PINE
RESOURCES(HOLDINGS)INC.,LONE PINE
RESOURCES INC., WISER OIL DELAWARE,
LLC and WISER DELAWARE LLC
DOCUMENT
MONITOR'S CERTIFICATE
ADDRESS FOR SERVICE AND
CONTACT INFORMATION OF
PARTY FILING THIS DOCUMENT
McCARTHY TETRAULT LLP
Barristers and Solicitors
3300, 421 — 7th Avenue S.W.
Calgary, Alberta T2P 4K9
Attention: Sean Collins/Walker MacLeod
Telephone No.: 403-260-3531/3710
Fax No.: 403-260-3501
MONITOR'S CERTIFICATE
All capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Asset Purchase and Sale Agreement between Lone Pine Resources Canada Ltd.
("LPRC"), as vendor, and Harvest Operations Corp., as purchaser (the "Purchaser") dated
December 9, 2013,(the "Sale Agreement").
PricewaterhouseCoopers Inc. (the "Monitor") in its capacity as Court-appointed Monitor
of LPRC and the other Applicants in this action, delivers and files with the Court this certificate
and hereby certifies the following:
1. The Purchaser has paid and LPRC has received the Purchase Price for the Assets payable
on the Closing Date pursuant to the Sale Agreement;
2. The Purchaser and LPRC have confirmed to the Monitor that the conditions to Closing,
as set out in the Sale Agreement, have all been satisfied or waived; and
3. The Transaction has been completed to the satisfaction of the Monitor.
DATED at the City of Calgary, in the Province of Alberta, this
day of December, 2013.
PricewaterhouseCoopers Inc., in its capacity as
Court-appointed Monitor of Lone Pine Resources
Canada Ltd., Lone Pine Resources (Holdings) Inc.,
Lone Pine Resources Inc., Wiser Oil Delaware,
LLC and Wiser Delaware LLC
By:
Name:
Title:
-6SCHEDULE "B"
Claims
Encumbrance
ID
Encumbrance
Type
Status
Registration
Date
Name
DOE
Client ID
1302009
SECURITY
NOTICE
ACTIVE
2013/07/22
JP MORGAN CHASE
BANK N.A.
TORONTO BRANCH
1009808
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