# Exhibit II-4. Guidelines on Sale of All or Substantially All Assets

UNITED STATES BANKRUPTCY COURT\
NORTHERN DISTRICT OF TEXAS

GUIDELINES FOR EARLY DISPOSITION OF ASSETS\
IN CHAPTER 11 CASES

THE SALE OF SUBSTANTIALLY ALL ASSETS UNDER SECTION 363\
AND OVERBID AND TOPPING FEES

The following guidelines are promulgated as a result of the increasing
use of pre-negotiated or pre-packaged plans and 11 U.S.C. § 363 sales to
dispose of substantially all assets of a Chapter 11 debtor shortly after
the filing of the petition. The guidelines recognize that parties in
interest perceive the need at times to act expeditiously on such
matters. In addition, the guidelines are written to provide procedural
protection to the parties in interest. The court will consider requests
to modify the guidelines to fit the circumstances of a particular case.

OVERBIDS & TOPPING FEES

1\. [Topping Fees and Break-up Fees]{.underline}. Any request for the
approval of a topping fee or break-up fee provision shall be supported
by a statement of the precise conditions under which the topping fee or
break-up fee would be payable and the factual basis on which the seller
determined the provision was reasonable. The request shall also disclose
the identities of other potential purchasers, the offers made by them
(if any), and the nature of the offer, including, without limitation,
any disclosure of their plans as it relates to retention of debtor's
employees.

2\. Topping fees, break-up fees, overbid amounts and other buyer
protection provisions will be reviewed on a case-by-case basis and
approved if supported by evidence and case law. Case law may not support
buyer protection provisions for readily marketable assets.

3\. In connection with a request to sell substantially all assets under
§ 363 within 60 days of the filing of the petition, buyer protections
may be considered upon motion, on an expedited basis.

THE SALE OF SUBSTANTIALLY ALL ASSETS UNDER SECTION 363 WITHIN 60 DAYS OF
THE FILING OF THE PETITION

4\. [The Motion to Sell]{.underline}. In connection with any hearing to
approve the sale of substantially all assets at any time before 60 days
after the filing of the petition, a motion for an order authorizing a
sale procedure and hearing or the sale motion itself when regularly
noticed, should include factual information on the following points:

a\. [Creditors' Committee]{.underline}. If a creditors' committee
existed prepetition, indicate the date and manner in which the committee
was formed, as well as the identity of the members of the committee and
the companies with which they are affiliated.

b\. [Counsel for Committee]{.underline}. If the prepetition creditors'
committee retained counsel, indicate the date counsel was engaged and
the selection process, as well as the identity of committee counsel.

c\. [Sale Contingencies]{.underline}. Statement of all contingencies to
the sale agreement, together with a copy of the agreement.

d\. [Creditor Contact List]{.underline}. If no committee has been
formed, a list of contact persons, together with fax and phone numbers
for each of the largest 20 unsecured creditors.

e\. [Administrative Expenses]{.underline}. Assuming the sale is
approved, an itemization and an estimate of administrative expenses
relating to the sale to be incurred prior to closing and the source of
payment for those expenses.

f\. [Proceeds of Sale]{.underline}. An estimate of the gross proceeds
anticipated from the sale, together with an estimate of the net proceeds
coming to the estate with an explanation of the items making up the
difference. Itemize all deductions that are to be made from gross sale
proceeds and include a brief description of the basis for any such
deductions.

g\. [Debt Structure of Debtor]{.underline}. A brief description of the
debtor's debt structure, including the amount of the debtor's secured
debt, priority claims and general unsecured claims.

h\. [Need for Quick Sale]{.underline}. An extensive description of why
the assets of the estate must be sold on an expedited basis. Include a
discussion of alternatives to the sale.

i\. [Negotiating Background]{.underline}. A description of the length of
time spent in negotiating the sale, and which parties in interest were
involved in the negotiation, along with a description of the details of
any other offers to purchase, including, without limitation, the
potential purchaser's plans in connection with retention of the debtor's
employees.

j\. [Marketing of Assets]{.underline}. A description of the manner in
which the assets were marketed for sale, including the period of time
involved and the results achieved.

k\. [Decision to Sell]{.underline}. The date on which the debtor
accepted the offer to purchase the assets.

l\. [Relationship of Buyer]{.underline}. A statement identifying the
buyer and setting forth all of the buyer's (including its officers,
directors and shareholders) connections with the debtor, creditors, any
other party in interest, their respective attorneys, accountants, the
United States Trustee or any person employed in the office of the United
States Trustee.

m\. [Post-Sale Relationship with Debtor]{.underline}. A statement
setting forth any relationship or connection the debtor (including its
officers, directors, shareholders and employees) will have with the
buyer after the consummation of the sale, assuming it is approved.

n\. [Relationship with Secured Creditors]{.underline}. If the sale
involves the payment of all or a portion of secured debt(s), a statement
of all connections between debtor's officers, directors, employees or
other insiders and each secured creditor involved (for example, release
of insider's guaranty).

o\. [Insider Compensation]{.underline}. Disclosure of current
compensation received by officers, directors, key employees or other
insiders pending approval of the sale.

p\. [Notice Timing]{.underline}. Notice of the hearing on the motion to
approve the motion to sell will be provided as is necessary under the
circumstances.

5\. [Proposed Order Approving Sale]{.underline}. A proposed order
approving the sale must be included with the motion or the notice of
hearing. A proposed final order and redlined version of the order
approving the sale should be provided to chambers twenty-four hours
prior to the hearing.

6\. [Good Faith Finding]{.underline}. There must be an evidentiary basis
for a finding of good faith under 11 U.S.C. § 363(m).

7\. [Competing Bids]{.underline}. Unless the court orders otherwise,
competing bids may be presented at the time of the hearing. The motion
to sell and the notice of hearing should so provide.

8\. [Financial Ability to Close]{.underline}. Unless the court orders
otherwise, any bidder must be prepared to demonstrate to the
satisfaction of the court, through an evidentiary hearing, its ability
to consummate the transaction if it is the successful bidder, along with
evidence regarding any financial contingencies to closing the
transaction.

9\. [Hearing and Notice Regarding Sale]{.underline}. Unless the court
orders otherwise, all sales governed by these guidelines, including
auctions or the presentation of competing bids, will occur at the
hearing before the court. The court may, for cause, including the need
to maximize and preserve asset value, expedite a hearing on a motion to
sell substantially all assets under § 363.