IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DEL

A WARE
)
)
Chapter 11

In re:

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) ) )

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

Deadline for Objections: October 27, 2009 at 4:00 p.m. (ET)

Hearing Date: November 3,2009 at 10:00 a.m. (ET)

DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES
The above-captioned debtors and debtors in possession (the "Debtors") hereby

move (the "Motion") this Court for entry of an order authorizing the Debtors to reject various

contacts and leases (the "Exhibit A Contracts") ofpersoi:al property identified on Exhibit A
hereto (the "Exhibit A Contracts"), which are related to their current or former operations and
offices in California and Alaska, and Exhibit B hereto (the "Exhibit B Contracts"), which are
contracts and leases that are related to certain assets of

the Debtors that had been subject to an

order of abandonment entered by this Court on September 11, 2009 (Docket No. 876) (the

"Abandonment Order") that has been requested by the Debtors be vacated in part to permit the

sale of such assets in a motion filed with the Banruptcy Court on October 14,2009 (Docket No.
907) (the "Sale Motion"). The Exhibit A Contracts and Exhibit B Contracts are referred to
i 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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (\234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for aII of the Debtors is 1 i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _ LA:208912.5
I, r ,. !

herein, collectively, as the "Rejected Contracts." In support of

this Motion, the Debtors

respectfully state as follows:

Preliminary Statement
1. The Debtors seek authorization and approval of their rejection of the

Rejected Contracts, as set forth herein. Other than as set forth immediately below (and
elsewhere herein), the estates have no further need for them.
2. The Exhibit B Contracts are two contracts (ACS and FP Mailing

Solutions) and a personal property lease (US Ban) that related to assets located in Alaska that

the Debtors abandoned pursuant to the Abandonment Order". On October 14,2009, the Debtors
fied the Sale Motion, which seeks an order of this Court vacating its the Abandonment Order in
part for certain of assets and authorizing and approving the sale (the "Sale") of such assets to
Cook Inlet Energy, LLC (the "Buyer").
3. By this Motion, the Debtors seek to reject each of

the Exhibit B Contracts

the Sale Motion is not approved at
them later (but have the

(a) as of

the November 3, 2009 hearing date for this Motion if

the November 3, 2009 hearing; or, alternatively (b) reject each of

rejection date be deemed the date of entry of the order resulting from this Motion) if (i) the Sale
does not close or (ii) the Buyer does not elect to have one or more of

the Exhibit B Contracts

assigned to it at the Sale closing. Therefore, if the Sale Motion is approved, the Debtors request

that this Motion be continued in par for the Exhibit B Contracts to the next omnibus hearing in
these cases scheduled for December 8, 2009 at 2:00 p.m. at which hearing the Debtors would
seek entry of an order rejecting the Exhibit B Contracts as of

November 3, 2009.

68773-002\DOCS _ LA:2089 i 2.5

Jurisdiction
4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before
this Court pursuant to 28 U.S.C. 1408 and 1409.
5. The statutory predicates for the relief sought herein are section 365(a) of
title of the United States Code (the "Bankuptcy Code") and Rule 6006 of

the Federal Rules of

Bankptcy Procedure (the "Bankptcy Rules").

Backe:round
6. On March 9, 2009 (the "Petition Date"), the Debtors commenced these
cases by fiing voluntary petitions for relief under chapter 11 of

the Bankptcy Code. The

Debtors have continued in the possession of their property and have continued to operate and
manage their businesses as debtors and debtors in possession pursuant to sections 1107(a) and
1108 of

the Banuptcy Code. No trustee or examiner has been appointed in the Debtors'

chapter 11 cases. The Offce of the United States Trustee appointed an Offcial Committee of
Unsecured Creditors on March 19,2009.
7. The Debtors are a group of independent energy companies engaged in the

acquisition, development and exploitation of oil and gas properties in the western United States,
including in Alaska and offshore California.

68773-002\DOCS _ LA:2089 12.5

Relief ReQuested
8. By this Motion, the Debtors seek entry of an order pursuant to section 365

of

the Bankptcy Code and Bankptcy Rule 6006 authorizing and approving the Debtors'
the Rejected Contracts.2

rejection of

9. To the extent notice of

intention to reject has not been previously

provided, the filing and service of

this Motion shall serve as notice to each non-Debtor party to

the Debtors' intent to

the Rejected Contracts (collectively, the "Non-Debtor Contract Parties") of

reject the Rejected Contracts.

10. The Debtors have determined in their reasonable business judgment that

the Rejected Contracts are unnecessary to these estates. Therefore, rejection of

the Rejected

Contracts is in the best interests of creditors.

Basis for Relief

11. Section 365(a) of

the Bankptcy Code provides that a debtor in

possession, "subject to the court's approval, may... reject any executory contract or unexpired
lease of

the debtor." 11 U.S.C. 365(a). See also University Med. Ctr. v. Sullvan (In re

University Med. Ctr.), 973 F.2d 1065, 1075 (3d Cir. 1992). "This provision allows a trustee to
relieve the bankptcy estate of burdensome agreements which have not been completely

performed." Stewart Title Guar. Co. v. Old Republic NaI'l Title Co., 83 F.3d 735, 741 (5th Cir.

1996) citng In re Muerexco Petroleum, Inc., 15 F.3d 60, 62 (5th Cir. 1994).
2 The Debtors reserve aII rights with respect to the characterization of each Rejected Agreement and any rejection or other damages that may be asserted by the counterparties thereto. As stated above, the Debtors seek to reject the
Exhibit B Contracts only if they are not assumed and assigned to the Buyer at the closing of

the Sale.

68773-002\DOCS _ LA :2089 i 2.5

12. The decision to assume or reject an executory contract or unexpired lease

is a matter within the "business judgment" of

the debtor. See NLRB v. Bildisco (In re Bildisco),

682 F.2d 72, 79 (3d Cir. 1982) ("The usual test for rejection of an executory contract is simply

whether rejection would benefit the estate, the 'business judgment' test."); In re Taylor, 913 F.2d
102, 107 (3d Cir. 1990); see also In re Federal Mogul Global, Inc,-, 293 B.R. 124, 126 (D. DeL.

2003); In re HQ Global Holdings, 290 B.R. 507, 511 (Bank. D. DeL. 2003). The business
judgment standard mandates that a court approve a debtor's business decision unless the decision
is the product of

bad faith, whim or caprice. See In re Trans World Airlines, Inc., 261 B.R. 103,

121 (Banr. D. DeL. 2001). See also Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R.

310, 315 (Banr. D. Utah 1981) (absent extraordinary circumstances, court approval of a
debtor's decision to assume or reject an executory contract "should be granted as a matter of
course").
13. Rejection of an executory contract or unexpired leases is appropriate

where rejection would benefit the estate. See Sharon Steel Corp. v. National Fuel Gas

Distribution Corp. (In re Sharon Steel Corp.), 872 F.2d 36, 40 (3d Cir. 1989). The standard for
rejection is satisfied when a debtor has made a business determination that rejection wil benefit
the estate. See Commercial Fin. Ltd. v. Hawaii Dimensions, Inc. (In re Hawaii Dimensions,

Inc.), 47 B.R. 425, 427 (D. Haw. 1985) ("under the business judgment test, a court should
approve a debtor's proposed rejection if such rejection wil benefit the estate. ").
14. If a debtor's business judgment has been reasonably exercised, a court

should approve the rejection of an unexpired lease or executory contract. See, e.g., In re Federal

Mogul Global, Inc., 293 B.R. 124, 126 (D. DeL. 2003).

68773-002\DOCS _ LA:208912.5

15. Pursuant to section 365(a) of

the Bankptcy Code, the Debtors seek to

reject the Rejected Contracts, in order to avoid the possibility of incurring any additional
expenses and costs related to the Rejected Contracts. See NLRB v. Bildisco & Bildisco, 465 U.S.

513,530 (1984) (stating that rejection relates back to the petition date).
16. The Exhibit B Assets are two contracts (ACS and FP Mailing Solutions)

and a personal property lease (US Bank) that are related to the Debtors' Alaska assets that had been abandoned pursuant to this Court's Abandonment Order, which the Debtors have requested

that this Court vacate in par to permit the Sale of such Assets pursuant to the Sale Motion. As
stated above, the Debtors seek to reject each of

the Exhibit B Contracts only ifit is not assumed

and assigned to the Buyer at the closing of the Sale. If the Exhibit B Contracts are not selected
by the Buyer for assumption and assignment (or if this Court denies the relief requested in the

Sale Motion), the Debtors wil have no need for them.

17. Also, the Debtors seek to reject the farmout agreement (the "Copper River

Agreement") related to exploration for oil and gas in and near the Copper River in Alaska. Such exploration activities ceased as of September, 2009. The Copper River leases have since expired
and the Copper River Agreement is not subject to the Sale.
18. Additionally, the Debtors closed their Bakersfield office on or about

i
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September 30, 2009 and the lease for such office was rejected as of September 30, 2009 pursuant

to this Court's Order Granting Debtors' Second Motion/or Order under Sections 365(a) and
~

554(a) o/the Bankruptcy Code Authorizing the Debtors to (1) Reject Certain Executory
I

Contracts; (2) Reject Certain Unexpired Leases; and (3) Abandon Any Personal Property
Remaining at the Premises 0/ Any Rejected Real Property Lease entered September 29,2009

68773-002\DOCS_LA:2089 i 2.5

(Docket No. 932). Service under the contract with Color Broadband, Inc. for office telephone
lines and internet services ended on September 30, 2009.
19. Further, because the Debtors are winding down operations, they have no

need for the Konica Minolta business machines (printers/copiers) used at their Long Beach, California office and Terminal Island, California facility
20. The Debtors have determined in the exercise of their business

judgment to

reject the Rejected Contracts. Subject to the Sale (for the Exhibit B Contracts), there is no
business purose to maintaining the Rejected Contracts and the Debtors seek to avoid any further

liability accruing thereunder.

21. The Debtors may have claims and/or defenses against a Non-Debtor

Contract Party arising under, or independently of, the Rejected Contracts. The Debtors do not
waive such claims by the filing of this Motion or the rejection of

the Rejected Contracts. In

addition, nothing herein shall be construed as a concession or evidence that the Rejected Contracts are executory contracts or unexpired leases, or that the Rejected Contracts have not
. Ii,

expired, been terminated or otherwise currently are not in full force and effect. Rather, the
Debtors expressly reserve all rights with respect thereto, including their right to seek a later
determination of

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these issues, and their right to dispute the validity, status, characterization or
the Rejected Contracts set forth herein.

enforceability of

Notice
22. Notice of

f'

this Motion has been given to the following parties or, in lieu

thereof, to their counsel, ifknown: (i) the Office ofthe United States Trustee (ii) counsel to the
Committee; (iii) the Non-Debtor Contract Paries; (iv) counsel for the prepetition and
7

68773-002\DOCS _ LA:208912.5

postpetition lenders; and (v) those persons who have requested notice pursuant to Rule 2002 of
the Federal Rules of Bankrptcy Procedure. The Debtors submit that, in light of the nature of

the

relief requested, no other or further notice need be given.

No Prior ReQuest
23. No prior motion for the relief

requested herein has been made to this or

any other Court.

WHEREFORE, the Debtors respectfully request that the Court enter an order

authorizing the Debtors to reject the Rejected Contracts as requested herein, and granting such
other relief as is just and proper.

Dated: October l-, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Ira . Kharas CA Bar o. 1090 )

Ro ert M. Saunders (C Bar No. 22 172) James E. O'Neil (DE B r No. 4042

Scotta E. McFarland (DE .4184, CA Bar No.

165391) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch(qpszjlaw.com

rsaunders(qpszj law.com j oneil(qpszj law .com

smcfarland(qpszj law .com kmakowski(qpszj law.com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _ LA:2089 i 2.5

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:
) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) )

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

Deadline for Objections: October 27, 2009 at 4:00 p.m. (ET) Hearing Date: November 3, 2009 at 10:00 a.m. (ET)

NOTICE OF DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Delaware; (ii) counsel to the Debtors' prepetition and postpetition secured lenders; (iii) counsel to the Official Unsecured Creditors; (iv) all counter-parties to the leases and contracts that Committee of the Motion; and (v) those persons who have requested notice pursuant are the subject of
TO: (i) Offce of the United States Trustee for the District of

to Bankptcy Rule 2002.

PLEASE TAKE NOTICE that the debtors and debtors in possession (collectively, the

"Debtors"), in the above-captioned cases, fied the attached Debtors' Fourth Motion/or Order
Under Section 365(a) o/the Bankruptcy Code Authorizing the Debtors to Reject Certain

Executory Contracts and Unexpired Lease (the "Motion"), with the United States Bankptcy
Court for the District of

Delaware, 824 Market Street, Wilmington, Delaware 19801 (the

"Bankruptcy Court"). Pursuant to the Motion, the Debtors seek to reject various executory
contracts and unexpired leases of personal property identified on Exhibit A thereto, which are
i 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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (\234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The the Debtors is 1 i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailng address for aII of

68773-002\DOCS _ LA:2089 i 2.5

related to their current or former operations and offices in California and Alaska, and Exhibit B

thereto, which are contracts and leases that are related to certain assets of the Debtors that had

been subject to an order of abandonment entered by this Cour on September 11, 2009 (Docket
No. 876) that has been requested by the Debtors be vacated in part to permit the sale of such

assets in a motion filed with the Bankptcy Court on October 14,2009 (Docket No. 907).

PLEASE TAKE FURTHER NOTICE that any response or objection to the relief
sought in the Motion must be fied with the Bankruptcy Court on or before October 27, 2009 at

4:00 p.m. prevailng Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a
copy of

the response or objection upon: (a) counsel to the Debtors: (1)Pachulski Stang Ziehl &

Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D.
Khanisch, Esq; Fax: 310-201-0760, e-mail: ikharash(qpszjlaw.com and Robert M. Saunders,

Esq., Fax: 310-201-0760, e-mail: rsaunders(qpszyjlaw.com and (2) Pachulski Stang Ziehl &

Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James

O'Neil, Esq.; Fax: 302-652-4400, e-mail: joneil(qpszjlaw.com; (b) counsel to the Lenders: (1)
Goldman Sachs (i) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn:

Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: jeffrey.sabin(qbingham.com and (ii) Bingham

McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-3455001, e-mail: amy.kyle(qbingham.com and (2) Silver Point Finance: Skadden, Arps, Slate,

Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth

Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson(qskadden.com and (c) the Office of
the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207,

Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq., Fax: (302) 573-

68773-002\DOCS _ LA:2089 i 2.5

6497, email: joseph.mcmahon(qusdoj.gov; and (d) counsel for the Official Committee of
Unsecured Creditors: (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:
j carignan(qpepperlaw .com.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
DEMANDED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.
PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE

RELIEF SOUGHT IN THE MOTION WILL BE HELD ON NOVEMBER 3, 2009 AT 10:00

A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY AT

THE UNITED STATES BANKRUPTCY COURT, 824 MARKET STREET, FIFTH FLOOR,
COURTROOM #5, WILMINGTON, DELAWARE 19801.
: :

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68773-002\DOCS _ LA:2089 i 2.5

Dated: October ll, 2009

PACHULSKI STANG ZIEHL & JONES LLP

68773-002\DOCS _ LA:2089 i 2.5

Exhibit A
COUNTERP ARTY
Anschutz Exploration

DEBTOR
PEAO

Corporation 555 17th Street, Ste 2400 Denver, CO 80202 CitiCapital Citicorp Vendor Finance, Inc. c/o Konica Business
Solutions U.S.A., Inc.

REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Farm out Contract dated October 15,2003 - Copper River

PERL

Amendment to Lease Agreement

See Konica MinoIta Business Solutions U.S.A., Inc.
entries below.

100 Willams Drive Ramsev, NJ 07446 Citicorp Vendor Finance, Inc. 1 International Blvd Mahwah, NJ 07495-0027
Color Broadband, Inc.
10601 Calle Lee Ste. 179

PERL

Amendment to Lease Agreement

See Konica MinoIta Business Solutions U.S.A., Inc.
entries below.

PERL

Office Landline and Internet - Bakersfield

Los Alamitos, CA 90702

Delphi International, Inc. 1924 S. Utica, Suite 810 Tulsa, OK 74104
PEAO

Farm out Contract dated October 15, 2003 - Copper River

Maintenance contract

Konica Minolta Business

Solutions U.S.A., Inc.

PERL

879 W. 190th Street, Ste. 200 Gardena, CA 90248 Konica Minolta Business
Solutions U.S.A., Inc.
One Deerwood, 10201

Bizhub C252 Copier C250

PERL
Maintenance contract

Bizhub C252 Copier C250

Centurion Pkwy N, Suite 100, Jacksonvile, FL 32256 Konica Business Solutions

U.S.A., Inc.

PERL

100 Wiliams Drive Ramsev, NJ 07446 Rutter & Wilbanks Corp. 301 S. Main Street, Suite B Midland, TX 79701

Maintenance contract Bizhub C252 Copier C250

PEAO

Farm out Contract dated October 15, 2003 - Copper River

PERL = Pacific Energy Resources, Ltd.

PEAO = Pacific Energy Alaska Operating LLC

DOCS_LA:209455.2

Exhibit B
COUNTERP ARTY
ACS P.O. Box 196666 Anchorage, AK 99519-6665

DEBTOR
PEAO

REJECTED EXECUTORY CONTRACT OR

UNEXPIRD LEASE
Office Landline and Internet - Anchorage

FP Mailing Solutions 140 N. Mitchell C1. Addison,

IL 60 i 0 i
US Bank

PEAO

Postage Meter - Anchorage

PEAO

Copier Lease - Anchorage

1310 Madrid S1., Suite 101

Marshall, MN 56258-4002

PERL = Pacific Energy Resources, Ltd.

PEAO = Pacific Energy Alaska Operating LLC

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DOCS_LA:209483. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon consideration of

FOR THE DISTRICT OF DELAWARE

Chapter 11

) ) )
Related to Docket No.

PACIFIC ENERGY RESOURCES LTD., et al., i )

Debtors. )

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

ORDER GRANTING DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES
the motion (the "Motion")2 of

the captioned debtors and

the

debtors in possession (the "Debtors"), seeking entry of an order under section 365(a) of

Bankptcy Code authorizing the Debtors to reject various contacts and leases of

personal

property identified on Exhibit A to the Motion (the "Exhibit A Contracts"), which are related to
their current or former operations and offices in California and Alaska, and Exhibit B to the

Motion (the "Exhibit B Contracts"), which are contracts and leases that are related to certain
assets of the Debtors that had been subject to an order of

abandonment entered by this Court on

September 11,2009 (Docket No. 876) that has been requested by the Debtors be vacated in part

i 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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for aII ofthe Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

68773-002\DOCS _ LA:2089 i 2.5

to permit the sale of such assets in a motion filed with the Bankptcy Court on October 14, 2009
(Docket No. 907); and it appearing that the relief requested is in the best interests of

the Debtors'

estates and creditors; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to
28 U.S.C. 1408 and 1409; and adequate notice of

the Motion having been given; and it

appearing that no other notice need be given; and after due deliberation and sufficient cause
appearing therefore, it is hereby:

ORDERED that the Motion is granted; and it is further

ORDERED that, subject to the immediately preceding paragraph, each ofthe

Exhibit A Contracts is hereby rejected as of

the date hereof; and it is further

ORDERED that the Motion is continued in par to this Courts' December 8,2009
at 2:00 p.m. (prevailing Eastern time) omnibus hearing in these cases for each of

the Exhibit B

Contracts; provided, however, each of

the Exhibit B Contracts shall, if authorized to be rejected

the entry date of

at such continued hearing, be deemed rejected as of

this Order; and it is further

ORDERED that the Debtors reserve all rights to contest any rejection or other
claims and/or the characterization of

the Rejected Contracts as executory contracts or unexpired

leases, or otherwise; and it is further

ORDERED that the Debtors reserve all rights to contest any fied claims arising
from the rejection of

the Rejected Contracts or otherwise; and it is further

ORDERED that the Debtors do not waive any claims that they may have against

any of

the counterparties to the Rejected Contracts, whether or not such claims are related to the

Rejected Contracts; and it is further

2

68773-002\DOCS _ LA:2089 i 2.5

ORDERED that this Court shall retain jurisdiction to hear and determine all

matters arising from the implementation of this Order; and it is further

ORDERED that notwithstanding the possible applicability of Rules 6004(h),
7062,9014 of the Federal Rules of

Bankptcy Procedure, or otherwise, the terms and conditions

of

this Order shall be immediately effective and enforceable upon its entry.

Dated: November _,2009

The Honorable Kevin J. Carey Chief United States Bankruptcy Judge

, L ; I' i; r.

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68773-002\DOCS _ LA:2089 i 2.5

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

)
)

PACIFIC ENERGY RESOURCES LTD., et al., i )

Debtors. )

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she
is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in

the above-captioned action, and that on the 16th day of October, 2009 she caused a copy of the

following document(s) to be served upon the paries on the attached service lists in the maner

indicated:

NOTICE OF DEBTORS' FOURTH MOTION FOR ORDER UNDER SECTION 365(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES

i(at ee. Forte Finlaywn

~~~

Sworn to and
me this 16th

DEBRL. YOUNG NOTARY PUlC

I,

Notary Public
Commission Exp.:
DOCS_DE: 1 54025.1

2011

STATE OF DELA
l- Cl ex JW 11, 2011

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

i The Debtors in these cases, along with the last four digits of each of

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for aII of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. - Counterparties to 4th Rejection Motion Service List Case No. 09-10785
Document No. 154030

12 - First Class Mail

First Class Mail

Anschutz Exploration Corporation
555 1 ih Street, Ste 2400

Denver, CO 80202

First Class Mail

CitiCapital Citicorp Vendor Finance, Inc. c/o Konica Business Solutions U.S.A., Inc. 100 Wiliams Drive
Ramsey, NJ 07446

First Class Mail

Citicorp Vendor Finance, Inc. 1 International Blvd Mahwah, NJ 07495-0027

First Class Mail

Color Broadband, Inc. 10601 Calle Lee Ste. 179

Los Alamitos, CA 90702

First Class Mail

Delphi International, Inc.

1924 S. Utica, Suite 810 Tulsa, OK 74104

First Class Mail

Konica Minolta Business Solutions U.S.A., Inc. 879 W. 19th Street, Ste. 200 Gardena, CA 90248

First Class Mail

Konica Minolta Business Solutions U.S.A., Inc. One Deerwood, 10201 Centurion Pkwy N, Suite 100
Jacksonvile, FL 32256

First Class Mail

Konica Business Solutions U.S.A., Inc.

100 Wiliams Drive

Ramsey, NJ 07446

First Class Mail

Rutter & Wilbanks Corp. 301 S. Main Street, Suite B Midland, TX 79701

First Class Mail

ACS P.O. Box 196666

Anchorage, AK 99519-6665

First Class Mail

FP Mailing Solutions 140 N. Mitchell Ct.
Addison, IL 60101

First Class Mail US Ban

1310 Madrid St., Ste 101 Marshall, MN 56258-4002

l, ~'

~ ~

I
i

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785
Document No. 145745

14 - Hand Delivery
43 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Am~nda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles

Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Wilmington, DE 19899
Hand Delivery (Col1nsel for Union Oil Company of Ca1Ifornia, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Bank Center, Suite 1401

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Market Street, P.O. Box 1070 Wilmington, DE 19899

919

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP
919'.N. Market Street, iih Floor

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery
Unsecured (Official Committee of Creditors) David B. Stratton, Esquire
JameS" C. Carignan, Esquire

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201N. Market Street, Suite 1400 Wilmington, DE 19801

Hand Delivery (Counsel for Forest Oil Corporation)

Robert 1. Dehney, Esquire

Curtis S. Miler, Esquire

Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street

Pepper Hamilton LLP

Hercules Plaza, Suite 1500

Wilmington, DE 19899

1313 Market Street Wilmington, DE 19899

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Offi(;e of the Attorney General
U.S.

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

Deparment of Justice

950 Pennsylvania Avenue, N.W. Waspington, DC 20530-0002

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

P.O. Box 7040 Dovr, DE 19903

Wilmington, DE 19801

First Class Mail

Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilrnington, DE 19801
Secretary of Treasury P.O. Box 7040 Dover, DE 19903

First Class Mail

Secretary of Treasury 15th, & Pennsylvania Avenue, N.W. Washington, DC 20220

First Class Mail

Attn: Insolvency

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

District Director Intemal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326

Caifornia Franchise Tax Board

Bankrptcy, BE MSA 345 P.O:'Box 2952 Sacramento, CA 95812-2952

First Class Mail

Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

First Class Mail

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

SWEPI LP

P.O. Box 576 Hou~ton, TX 77002-0576

First Class Mail

Noble Energy, Inc. 100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Banuptcy 100 F Street, N.E. Washington, DC 20549

First Class Mail

(Counsel to Silver Point Finance)
SethJacobs, Esquire

Anna Meresidis, Esquire Skadden, Ars, Slate, Meagher & Flom,

LLj)

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission
445 iih Street, S.W.

155N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

Washington, DC 20554

First Class Mail

POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company)

First Class Mail

(Counsel to United States Department of Interior, including the Minerals
Management Service)

Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

Amy

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

Linda! Lautigar

First Class Mail

(Consel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballrd Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51 st Floor

Bankptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

Philadelphia, P A 19103

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Y oelin)

First Class Mail

MTOLQ Investors, L.P. 85 Broad Street New York, New York 10004

J ohr J. Haris, Esquire Rachel M. Feiertag, Esquire Meyrs, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

First Class Mail

Goldman Sachs E&P Capital Attn: Matthew C. Tarer 1000 Louisiana, Suite 550 Houston, Texas 77002

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodi E. Buchman, Esquire DLA Piper LLP (US)
6225 Smith Avenue

Baltimore, MD 21209

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

Greenwich, CT 06830

First Class Mail

Seth E. Jacobson, Esquire

L. Byron Vance III, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N,. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

(Official Committee of

First Class Mail

Unsecured
(Co~nsel for DCFS Trust subservicer for
DCFS Trust)

Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail

First Class Mail
(Official Committee of

Unsecured

Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Maver Brown LLP
35 South Grand Avenue, 25th Floor

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

Attn: Bankptcy Division

First Class Mail
(Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

c/o Linda Delgado

P.O.' Box 579 ,

Balersfield, CA 93302

First Class Mail

Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77043

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

First Class Mail
(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

First Class Mail

(Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

(Consel for Union Oil Company of Caltfornia) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway Ne\\T York, NY 10036

First Class Mail

(Counsel for Minerals Management Service) DeAnn L. Owen, Esquire
Office of

the Solicitor, Rocky Mountain

Region
755Parfet Street, Suite 151

Lakewood, CO 80215

First Class Mail (Counsel for Amadon Limited and

Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP
1301 Avenue of

the Americas

New York, NY 10019

First Class Mail

(Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins
666 Fifth Avenue, 26th Floor

New York, NY 10103

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc.

510 B'urrard Street, 3rd Floor

Vancouver, BC V6C 3B9