IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) ) ) )

In Re: PACIFIC ENERGY RESOURCES LTD, et al.,1

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Related Docket No. 443

Debtors.

LIMITED OBJECTION BY AERA ENERGY LLC TO DEBTORS MOTION FOR AN ORDER EXTENDING THE TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE Aera Energy LLC, a California limited liability company (Aera), a party-in-interest in this case, hereby files this limited objection (the Objection) to Debtors Motion For An Order Extending The Time To Assume Or Reject Unexpired Leases Of Nonresidential Real Property Pursuant To Section 365(d)(4) Of The Bankruptcy Code (the Motion) [Docket No. 443] and, in support hereof, would respectfully show the Court as follows: 1. Although conceptually Aera is in support of the Motion, Debtors have failed to

identify the specific agreements that, in their subjective intent, are classified as Unexpired Leases. There is no exhibit attached to the Motion or proposed Order, nor is there any list of Unexpired Leases contained elsewhere in the docket to which Debtors point to in order to identify the Unexpired Leases subject to the Motion. Unfortunately, this failure is perhaps fundamental in that it creates a due process issue because no parties have received adequate notice of the purported executory agreements at issue. If Debtors Motion is limited to the oil
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The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Carneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Carneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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and gas leases themselves as implied in the Motion (and not the myriad of other agreements referenced in Debtors schedules), that can easily be rectified by filing a list of all such oil and gas leases. On the other hand, Debtors have set forth in their Schedules filed in conjunction with their Statement of Financial Affairs numerous agreements that may, in fact, not be executory and are therefore not properly the subject of the Motion and any order entered in relation thereto. As it pertains to Aera, Debtors apparently contend the conveyance documents by which Debtors acquired the Beta Assets are executory contracts. Aera may wish to challenge any such finding, should it be ripe for consideration, and desires to reserve all rights to challenge the characterization of any of its contracts or agreements related to the transaction involving Debtors acquisition of the Beta Assets as executory. 2. Indeed, Debtors seek to extend the date to assume or reject any of the leases,

subleases or other agreements to which the Debtors are a party that may be considered unexpired leases of nonresidential real property. While Aera has no objection to the extension of the deadline with respect to unexpired leases by and between Debtors and third parties, Aera files this limited Objection to the extent Debtors intend the Motion to apply to any of the agreements by and between Debtors, including Pacific Energy Resources Limited, and Aera relating to the sale of Aeras interests in and to the Beta Unit, and any related agreements. The agreements involved, among other things, the transfer of Aeras right, title and interest in certain federal oil and gas leases located in the federal waters offshore California and various tangible assets and intangible interests. These related agreements are not leases of nonresidential real property and therefore Aera wishes to reserve the right to contest any issues as to whether Debtors are able to assume or reject these various related agreements.

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3.

Accordingly, the Debtors Motion should be denied to the extent the Debtors seek

a finding from this Court that any of the agreements by and between Aera and Debtors are executory contracts and are thus properly listed as Unexpired Leases; however, if the Courts order expressly states that the relief is applicable to specific agreements to the extent they are later found to be executory and that all counterparties rights to contest whether any such agreement is in fact executory are preserved, and the Court were to require PERL to provide a list of all Unexpired Leases as a schedule or exhibit to the Courts order on the Motion, Aera would believe such reservation and list would satisfy its concerns. Dated: June 24, 2009 COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. /s/ Karen M.McKinley Karen M. McKinley (4372) 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 - and Mayer Brown LLP Steven E. Rich (CA Bar No. 198412) (admitted pro hac vice) Kevin L. Shaw (CA Bar No. 140105) 350 S. Grand Ave., 25th Floor Los Angeles, California 90071-1503 Telephone: (213) 229-9500 Facsimile: (213) 625-0248 - and

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Mayer Brown LLP Charles S. Kelley (TX Bar No. 11199580) (admitted pro hac vice) Andres G. Romay (TX Bar No. 24060516) (admitted pro hac vice) 700 Louisiana St, Suite 3400 Houston, Texas 77002 Telephone: (713) 238-3000 Facsimile: (713) 238-4634 COUNSEL FOR AERA ENERGY LLC

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