IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) )
)

Chapter 11

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

Related to Docket No. 845

) )

CERTIFICATION OF COUNSEL REGARDING ORDER GRANTING DEBTORS' SECOND MOTION FOR ORDER UNDER SECTIONS 365(a) AND 554(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO (1) REJECT CERTAIN EXECUTORY CONTRACTS; (2) REJECT CERTAIN UNEXPIRED LEASES; AND (3) ABANDON ANY PERSONAL PROPERTY REMAINING AT THE PREMISES OF ANY REJECTED REAL PROPERTY LEASE
The undersigned hereby certifies that:
1. The Debtors' Second Motion/or Order Under Sections 365(a) and 554(a)

of

the Bankruptcy Code Authorizing the Debtors to (1) Reject Certain Executory Contracts; (2)

Reject Certain Unexpired Leases; and (3) Abandon Any Personal Property Remaining at the

Premises 0/ Any Rejected Real Property Lease (the"Motion") (Docket 845) was fied on
September 4, 2009.

2. No objections were fied with respect to the Motion but the Debtors have
had discussions with two of the contract parties which are the subject of

the Motion. Through

this certification, the Debtors wil request entry of an Order granting the relief requested with
respect to most ofthe contracts which are the subject of

the Motion, clarifying the relief

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 the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailng address for all of

27440-00 i \DOCS_ DE:37932.5 68773-002\DOCS _ LA:208527. i

requested with respect to one contract party and noting that a supplemental order wil be
submitted regarding the one remaining contract.

3. The Debtors are attempting to enter into a stipulation with the landlord of

the Alaska office lease to resolve some remaining issues and plan to submit order on the Motion
with respect to the Alaska office lease at a later date.
4. Also, the Debtors were contacted

by Time Warer Telecom Holdings Inc.,

the counterparty to the telecommunications contract, requesting that the Debtors make clear in any order submitted on the Motion that the Debtors no longer had any rights to the telephone

numbers related to the telecommunications contract being rejected. The Debtors have added a
clarifying provision to the Order.
5. Attached hereto is an Order granting the Motion as to all of the other

leases and executory contracts covered by the Motion and approving the abandonment of the
Remaining Personal Property located at the premises covered by the Bakersfield office lease.
6. The Debtors hereby request the Court enter the attached Order at its

earliest convenience
7. Debtors counsel is available to answer any questions or address any

concerns the Cour my have.

27440-00 i \DOCS _DE:37932.5

68773-002\DOCS _ LA:208527. i

Dated: September 28,2009 PACHULSKI STANG ZIEHL & JONES LLP

Kharasch (CA Bar No. 109084) J s E. O'Neil (DE Bar No. 4042)

Scotta E. McFarland (DE Bar No. 4184, CA BarNo. 165391) 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(gpszjlaw.com

joneil(gpszjlaw.com
smcfarland(gpszj law .com

Counsel for Debtors and Debtors in Possession.

3
27440-00 i \DOCS_DE:3 7932.5 68773-002\DOCS_LA:208527. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon consideration of

FOR THE DISTRICT OF DELAWARE

Chapter 11

) )

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

Debtors. )
)

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

Related to Docket No. 845

ORDER GRANTING DEBTORS' SECOND MOTION FOR ORDER UNDER SECTIONS 365(a) AND 554(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO (1) REJECT CERTAIN EXECUTORY CONTRACTS; (2) REJECT CERTAIN UNEXPIRED LEASES; AND (3) ABANDON ANY PERSONAL PROPERTY REMAINING AT THE PREMISES OF ANY REJECTED REAL PROPERTY LEASE
the motion (the "Motion")2 of

the cptioned debtors and

debtors in possession (the "Debtors"), seeking entry of an order under sections 365(a) and 554(a)
of

the Bankptcy Code authorizing the Debtors to reject five employment agreements and two

related indemnity agreements, two office leases and certain contracts and leases of personal property related to the conduct of business out of the Bakerfield office, and abandon personal

property at such premises, effective as of September 30, 2009; and it appearing that the relief
requested is in the best interests of

the Debtors' estates and creditors; and it appearing that this

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 all of

the Debtors is 1 i 1 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:208523. i

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 as modified herein; and it is further ORDERED that the Employment Agreements and Indemnity Agreements listed
on Exhibit A to the Motion shall be deemed rejected as of

the September 30, 2009; and it is

further
ORDERED that the office lease of

the property located at 4450 California

Avenue, Bakersfield, California (the "Bakersfield Lease") listed on Exhibit B to the Motion shall

be deemed rejected as of September 30, 2009; and it is further

ORDERED that the Debtors shall submit a supplemental order regarding the

rejection ofthe office lease of the property located at Carr-Gottstein Building, 310 "K" Street,

Suite 700, Anchorage, Alaska listed on Exhibit B to the Motion; and it is fuher
ORDERED that the Office Contracts listed on Exhibit C to the Motion shall be

deemed rejected as of September 30, 2009; and it is further

ORDERED that, effective as of the rejection of

the telecommunications contract

between Pacific Energy Resources Ltd. and Time Warer Telecom Holdings Inc., the Debtors
relinquish any and all rights they may have to the telephone numbers associated therewith; and it
is further

ORDERED that the Debtors are authorized to abandon the Remaining Personal

Property located in the premises underlying the Bakersfield Lease effective as of September 30,
2

68773-002\DOCS_LA:208523. i

2009, except as otherwise agreed between the respective landlord and the Debtors; and it is

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

the Rejected Agreements as executory contracts or

unexpired leases, or otherwise; and it is further

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

the Rejected Agreements 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 Agreements, whether or not such claims are related to

the Rejected Agreements; and it is further

ORDERED that this Cour 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

Banptcy Procedure, or otherwise, the terms and conditions

of

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

Dated: September _, 2009

The Honorable Kevin J. Carey Chief United States Banptcy Judge

68773-002\DOCS _ LA:208523. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon consideration of

FOR THE DISTRICT OF DELAWARE

Chapter 11

) ) )
Related to Docket No. -8.

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

Debtors. )

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

ORDER GRANTING DEBTORS' SECOND MOTION FOR ORDER UNDER SECTIONS 365(a) AND 554(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO (1) REJECT CERTAIN EXECUTORY CONTRACTS; (2) REJECT CERTAIN UNEXPIRED LEASES; AND (3) ABANDON ANY PERSONAL PROPERTY REMAINING AT THE PREMISES OF ANY REJECTED REAL PROPERTY LEASE
the motion (the "Motion")2 of

the captioned debtors and

debtors in possession (the "Debtors"), seeking entry of an order under sections 365(a) and 554(a)

of the Bankptcy Code authorizing the Debtors to reject five employment agreements and two
related indemnity agreements, two office leases and certain contracts and leases of personal

property related to the conduct of business out of the Bakerfield office, and abandon personal

property at such premises, effective as of September 30, 2009; and it appearing that the relief

requested is in the best interests ofthe Debtors' estates and creditors; and it appearing that this

i The Debtors in these cases, along with the last four digits of each ofthe Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax l.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 all of

the Debtors is 1 i 1 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:;W18J2c-1-208523. i

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 asinodified herein; and it is further

ORDERED that the Employment Agreements and Indemnity Agreements listed
on Exhibit A to the Motion shall be deemed rejected as of

the September 30, 2009; and it is

further
ORDERED that the Real Property Leasesoffice lease of

the oroDertv located at

4450 California A venue. Bakersfield. California (the "Bakersfield Lease") listed on Exhibit B to

the Motion shall be deemed rejected as of September 30, 2009; and it is further
ORDERED that the Debtors shall submit a sUDDlemental order ree:ardine: the

reiection of the offce lease of the DroDertv located at Car-Gottstein Buildine:. 310 "K" Street.

Suite 700. Anchorae:. Alaska listed on Exhibit B to the Motion: and it is fuher
ORDERED that the Office Contracts listed on Exhibit C to the Motion shall be

deemed rejected as of September 30, ~2009: and it is further

ORDERED that. effective as of the reiection of

the telecommunications contract

between Pacific Enere:v Resources Ltd. and Time Warner Telecom Holdine:s Inc.. the Debtors
relinQuish anv and all rie:hts thev mav have to the teleDhone numbers associated therewith: and it

is further

ORDERED that the Debtors are authorized to abandon the Remaining Personal Property located in the premises underlying the Real Property LoasesBakersfield Lease effective

68773-002\DOCS _ LA:m-~*1-208523 i

as of September 30, 2009, except as otherwise agreed between the respective landlord and the

Debtors; and it is fuher

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

the Rejected Agreements 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 Agreements or otherwise; and it is fuher

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

any of

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

the Rejected Agreements; and it is fuher

ORDERED that this Cour 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

Banptcy Procedure, or otherwise, the terms and conditions

of

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

Dated: September _, 2009

The Honorable Kevin J. Carey Chief United States Banruptcy Judge

68773-002\DOCS _ LA:~J2c-t2.Q852.1

Document comparison by Workshare Professional on Monday, September 28, 2009 12:10:13 PM

Document 1 ID
pcdocs://docs la/208532/1

Description
Document 2 ID

#208532 v1 - Original Order Submitted with Second Rejection Motion

pcdocs:/Idocs la/208523/1

Description
Rendering set

#208523 v1 - Order Approving the Second Rejection Motion as to all contracts and leases other than the Alaska

office lease standard

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