of the Plan (the "Confirmation
Hearing") scheduled for ___________ __, 2009 at __:__ _M. (Prevailing Eastern
Time).
Unless otherwise defined, all capitalized terms contained herein shall
have the meanings ascribed to them in the Plan.
You should read this Disclosure Statement and the Plan in their entirety.
All
exhibits to this Disclosure Statement are incorporated into, and are part of,
this Disclosure Statement.
No solicitation of votes on the Plan may be made
except pursuant to this Disclosure Statement, and no person has been authorized
to use any information concerning the Debtors or their business other than the
information contained herein for purposes of such solicitation.
[The Bankruptcy Court has approved this Disclosure Statement as containing
information of a kind and in sufficient detail to enable a hypothetical,
reasonable investor typical of creditors to make an informed judgment as to
whether to accept or to reject the Plan.]
APPROVAL OF THIS DISCLOSURE STATEMENT
BY THE BANKRUPTCY COURT DOES NOT, HOWEVER, CONSTITUTE AN ENDORSEMENT OF THIS
DISCLOSURE STATEMENT BY THE BANKRUPTCY COURT OR A DETERMINATION THEREOF AS TO
THE FAIRNESS OR THE MERITS OF THE PLAN.
THE PLAN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE
STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
THIS DOCUMENT WAS COMPILED FROM INFORMATION OBTAINED BY THE DEBTORS FROM
NUMEROUS SOURCES BELIEVED TO BE ACCURATE, TO THE BEST KNOWLEDGE, INFORMATION,
AND BELIEF OF THE DEBTORS.
THIS DISCLOSURE STATEMENT INCLUDES PROJECTIONS AND
OTHER STATEMENTS THAT CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, BY THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
"FORWARD-LOOKING STATEMENTS" IN THE PROJECTIONS
AND ELSEWHERE INCLUDE THE INTENT, BELIEF, OR CURRENT EXPECTATIONS OF THE DEBTORS
AND MEMBERS OF THEIR MANAGEMENT TEAM AND/OR OTHERS WITH RESPECT TO, AMONG OTHER
THINGS, THE TIMING OF, COMPLETION OF, AND SCOPE OF THE CURRENT CONTEMPLATED
RESTRUCTURING, THE PLAN, FINANCING, MARKET CONDITIONS (INCLUDING THE PRICE OF
OIL AND GAS), AND THE DEBTORS' FUTURE LIQUIDITY AND OPERATIONS, AS WELL AS THE
ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
WHILE THE DEBTORS BELIEVE THAT
THE EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS WITHIN THE BOUNDS OF THEIR
KNOWLEDGE OF THEIR BUSINESS AND OPERATIONS, PARTIES-IN-INTEREST ARE CAUTIONED
THAT ANY SUCH "FORWARD-LOOKING STATEMENTS" ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH "FORWARD-LOOKING STATEMENTS."
THIS DISCLOSURE STATEMENT ALSO CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE
PLAN AND THE TRANSACTIONS CONTEMPLATED THEREUNDER AND CERTAIN OTHER
DOCUMENTS.
WHILE THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND
ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH
THE ENTIRE TEXT OF SUCH DOCUMENTS.
REFERENCE IS MADE TO THE PLAN AND THE