Академический Документы
Профессиональный Документы
Культура Документы
Deadline for Objections: September 29, 2009 at 4:00 p.m. (ET) Hearing Date: October 6, 2009 at 11:00 a.m. (ET)
DEBTORS' THIRD 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 this Court for entry of an order authorizing the Dbtors to reject various contacts and
leases of
personal propert related to the Debtors' abandoned Alaska assets and former
this Motion, the Debtors respectfully state as
follows:
Preliminary Statement
1. The Debtors have abandoned their producing Alaska assets pursuant to
orders of this Court. The Debtors also previously had minimal operations in Wyoming that were concluded prior to the commencement of these bankptcy cases. The Debtors now seek
1 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 and Gotland Oil, Inc. (5463). The (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
approval of
abandoned Alaska assets listed on Exhibit A hereto (the "Alaska Agreements") (the Alaska
Agreements were inadvertently omitted from the Debtors' prior abandonment motions); and (b)
an agreement related to the Debtors' former Wyoming operations identified on Exhibit B hereto
(the "Wyoming Agreement," and, collectively with the Alaska Agreements, the "Rejected
Agreements"). Because the Debtors have abandoned their producing Alaska assets and
concluded their Wyoming operations, the estates have no further need for the Rejected
Agreements.
Jurisdiction
2. This Court has jurisdiction over this Motion pursuant to 28 u.S.C. 157
continued to operate and manage their businesses as debtors and debtors in possession pursuant
to sections 1 107(a) and 1108 of
Official Committee of
acquisition, development and exploitation of oil and gas properties in the western United States.
The Debtors' current oil and gas assets are located offshore near California. This month
(September 2009), this Court entered two orders (Docket Nos. 832 and 876) authorizing the
abandonment of the Debtors' producing oil and gas assets located in Alaska. The Debtors have
already made an extensive record justifying the abandonment.
7. Pacific Energy Resources Ltd., one of
operations prepetition. Under the Wyoming Agreement, PERL contracted with SWEPI LP and
Wolverine Gas and Oil Corporation to explore approximately 100,000 acres of land in Wyoming
for oil and gas production possibilities and driled an exploratory well. If successful (under the
terms of
the Wyoming Agreement), PERL would have earned working interests in the oil and
gas assets. The exploratory well was dry, however, and no working interests were obtained by
PERL.
Relief Requested
8. By this Motion, the Debtors seek entr of an order pursuant to section 365
of the Bankptcy Code and Bankptcy Rule 6006 authorizing and approving the Debtors'
rejection of
2 The Debtors reserve all rights with respect to the characterization of each Rejected Agreement and any rejection
or other damages that may be asserted by the counterparties thereto.
the Rejected
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
performed." Stewart Title Guar. Co. v. Old Republic Natl Title Co., 83 F.3d 735, 741 (5th Cir.
1996) citing In re Muerexco Petroleum, Inc., 15 F.3d 60,62 (5th Cir. 1994).
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 RR. 507, 511 (Bank. D. DeL. 2003). The business
judgment standard mandates that a court approve a debtor's business decision unless the decision
4
68773-002\DOCS LA:207719.7
is the product of
bad faith, whim or caprice. See In re Trans World Airlines, Inc., 261 B.R. 103,
121 (Bank. D. DeL. 2001). See also Summit Land Co. v. Allen (In re Summit Land Co.), 13 RR.
310,315 (Bank. D. Utah 1981) (absent extraordinary circumstances, court approval ofa
debtor's decision to assume or reject an executory contract "should be granted as a matter of
course").
13. Rej ection 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 will benefit
the estate. See Commercial Fin. Ltd. v. Hawaii Dimensions, Inc. (In re Hawaii Dimensions,
Inc.), 47 RR. 425, 427 (D. Haw. 1985) ("under the business judgment test, a court should
approve a debtor's proposed rejection if
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).
15. Pursuant to section 365(a) ofthe Bankptcy Code, the Debtors seek to
expenses and costs related to the Rejected Agreements. See NLRB v. Bildisco & Bildisco, 465
U.S. 513,530 (1984) (stating that rejection relates back to the petition date).
16. The Debtors have determined in the exercise of their business judgment to
reject the Rejected Agreements. The Rejected Agreements relate to operations in Alaska and
Wyoming that have either been abandoned or concluded by the Debtors. Therefore, there is no
68773-002\DOCS LA:207719.7
business purpose to maintaining the Rejected Contracts and the Debtors seek to avoid any further
liability accruing thereunder.
17. The Debtors may have claims and/or defenses against a Non-Debtor
Contract Part arising under, or independently of, the Rejected Agreements. The Debtors do not
waive such claims by the fiing ofthis Motion or the rejection ofthe Rejected Agreements. In
addition, nothing herein shall be constred as a concession or evidence that the Rejected
Agreements are executory contracts or unexpired leases, or that the Rejected Agreements have
not 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
these issues, and their right to dispute the validity, status, characterization or
the Rejected Agreements set forth herein.
enforceability of
Notice
18. Notice of
this Motion has been given to the following parties or, in lieu
the United States Trustee (ii) counsel to the
Committee; (iii) the Non-Debtor Contract Parties; (iv) counsel for the prepetition and
postpetition lenders; and (v) those persons who have requested notice pursuant to Rule 2002 of
the Federal Rules of Bankptcy Procedure. The Debtors submit that, in light of the nature of
the
No Prior Request
19. No prior motion for the relief
WHEREFORE, the Debtors respectfully request that the Court enter an order
authorizing the Debtors to reject the Rejected Agreements, and granting such other relief as is
. ~6 L.~
r o. 109084)
Facsimile: 310/652-4400
Email: ikharasch~pszjlaw.com
rsaunders~pszjlaw .com
joneil~pszjlaw.com
smcfarland~pszjlaw .com Counsel for Debtors and Debtors in Possession.
Chapter 1 1
) ) )
NOTICE OF DEBTORS' THIRD 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 Offcial Committee of Unsecured Creditors; (iv) all counter-parties to the leases and contracts that are the subject ofthe Motion; and (v) those persons who have requested notice pursuant
TO: (i) Office of the United States Trustee for the District of
PLEASE TAKE NOTICE that the debtors and debtors in possession (collectively, the
"Debtors"), in the above-captioned cases, filed the attached Debtors' Third Motion/or Order
Under Section 365(a) of
Executory Contracts and Unexpired Lease (the "Motion"), with the United States Bankptcy
Court for the District of
"Bankptcy Court"). Pursuant to the Motion, the Debtors seek to reject various executory
1 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 mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
contracts and unexpired leases of personal propert related to their abandoned Alaska assets and
former Wyoming operations.
PLEASE TAKE FURTHER NOTICE that any response or objection to the relief
sought in the Motion must be filed with the Bankptcy Court on or before September 29, 2009
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.
Jones LLP, 919 North Market Street, 1 ih Floor, Wilmington, DE 19899-8705, Attn: James
O'Neill, Esq.; Fax: 302-652-4400, e-mail: joneil~pszjlaw.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~bingham.com and (ii) Bingham
McCutchen, One Federal Street, Boston, MA 01221-1726, Att: Amy Kyle, Fax: 617-345-
5001, e-mail: amy.kyle~bingham.com and (2) Silver Point Finance: Skadden, Ars, Slate,
Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth
Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson~skadden.com and (c) the Offce 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-
6497, email: joseph.mcmahon~usdoj.gov; and (d) counsel for the Offcial Committee of
Unsecured Creditors: (1) Steptoe & Johnson LLP, 2121 Avenue ofthe Stars, 28th Floor, Los
Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper~steptoe.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:
jcarignan~pepperlaw .com.
C#"3C,ti9
Ira . Kha sch (C B No. 109084)
Robert M. Saunders 1\ Bar No. 226172) James E. O'Neill (DE Bar No. 4042) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 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~pszjlaw.com
rsaunders~pszjlaw.com j oneil~pszjlaw .com smcfarland~pszjlaw.com Counsel for Debtors and Debtors in Possession.
EXHIBIT A
DEBTOR
PEAO
REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Joint Operating Agreement (Three Mile Creek)
PEAO
PEAO
Bureau of Land
PEAO
ManagemenUWest Foreland
222 W. 7th Ave, #13
West Foreland # 1-West Foreland Field Compensatory Royalty Agreement (See same agreement below listed under the State of Alaska Dept. of Natural Resources)
Anchoraqe, AK 99513
Bureau of Land
PEAO
West Foreland # 2-West Foreland Field Royalty Sharing Agreement (See same agreement below listed under the State of Alaska Dept. of Natural
Resources)
PEAO
Cook Inlet Pipeline Funding Agreement (See same agreement below listed under Union Oil Company of California)
PEAO
Anchorage, AK 995099330
Cook Inlet Spil Prevention
and Response, Inc. P. O. Box 7314 Nikiski, AK 99635
PERL
PEAO
Houston, TX 77043-2739
Forest Oil Corporation
COUNTERPARTY
Forest Oil Corporation
DEBTOR
PERL
REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Asset Sale Agreement (May 2007)
2007)
Copier Lease
PEAO
Container Rentals
Soldotna, AK 99669
Lewis & Lewis
PEAO
PEAO
Phone Maintenance
PEAO
Association
PO Box 2682
Kenai, AK 99611
Spectra Logic Corporation
PEAO
Boulder, CO 80301
State of Alaska Dept. of Natural Resources
PERL
PEAO
West Foreland # 1-West Foreland Field Compensatory Royalty Agreement (See same agreement above listed under Bureau of Land
Management/est Foreland)
PEAO
West Foreland # 2-West Foreland Field Royalty Sharing Agreement (See same agreement above listed under Bureau of Land Management/est
Foreland)
COUNTERPARTY
The O'Brien's Group, Inc. P. O. Box 8500
DEBTOR
PEAO
Philadelphia, PA 191782591 Union Oil Company Of California 3800 Center Point Drive
PEAO
Cook Inlet Pipe Line Funding Agreement (See same agreement above listed under Cook Inlet Pipe Line
Company)
PERL
Stand-By Trust Agreement
Region 10
XTO Energy
P.O. Box 730587
PEAO
Dallas, TX 75373-0587
First National Bank of
PERL
Alaska
101 West 36th Ave. Anchorage, AK 99503
EXHIBIT B
DEBTOR
PERL
REJECTED EXECUTORY CONTRACT OR UNEXPIRED LEASE Participation Agreement (Pacific Creek Prospect, Green River Basin, WY), as
amended
Wolverine Gas and Oil Co. One Riverfront Plaza - 55 Campau NW Grand Rapids, MI 49503-
PERL
Participation Agreement (Pacific Creek Prospect, Green River Basin, WY), (August
20,2005) as amended.
2616
In re: )
Upon consideration of
) )
Debtors. )
)
ORDER GRANTING DEBTORS' THIRD 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
debtors in possession (the "Debtors"), seeking entry of an order under section 365(a) ofthe
Bankptcy Code authorizing the Debtors to reject various contacts and leases of personal
propert related to the Debtors' abandoned Alaska assets and former Wyoming operations; 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 US.C. 157 and
1334; and it appearing that this proceeding is a core proceeding pursuant to 28 US.C. 1408
and 1409; and adequate notice ofthe Motion having been given; and it appearing that no other
1 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 mailing address for all of the 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:2077 1 9. 7
notice need be given; and after due deliberation and suffcient cause appearing therefore, it is
hereby:
ORDERED that the Debtors reserve all rights to contest any fied claims arising
from the rejection of
any of
the counterparties to the Rejected Agreements, whether or not such claims are related to
Rules 6004(h),
7062,9014 of
ofthis Order shall be immediately effective and enforceable upon its entry.
68773-002\DOCS LA:207719.7
In re: )
STATE OF DELAWARE )
) ss:
)
Case No. 09-10785 (KJe)
Debtors. )
(Jointly Administered)
AFFIDAVIT OF SERVICE
Debtors in the above-captioned action, and that on the 18th day of September, 2009 she caused a
copy of
the following document(s) to be served upon the parties on the attached service lists in
Notice and Debtors Third Motion for Order under Section 365(a) of the Bankruptcy Code Authorizing the Debtors to Reject Certain Executory
Contracts and Unexpired Leases
DEBR L. YOU
NOTAR PUBIC
STATE Of DELAWAR
Notary Public
Commission Exp. .
i The Debtors in these cases, along with the last four digits of each of
MyCO Il JU 1'.1011
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 mailing address for all of
the Debtors is 11 i W.
Pacific Energy - Third Rejection Motion Counterparties Wyoming Agreement Service List Case No. 09-10795 (KJC)
Document
No. 153194
Pacific Energy - Third Rejection Motion Contracts & Leases Service List
Case No. 09- 10795 (KJC)
Document No. 153192
Houston, TX 77043-2739
FirsfClass Mail Aurora Gas LLC 6051 North Course Drive Suite 200 Houston, TX 77043
Anchorage, AK 99509-9330
PO Box 2682
Kenai, AK 9961 1
Anchorage, AK 99503
P. O. Box 8500
Philadelphia, PAl 91 78-2591
Anchorage, AK 99503
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 1. Aron & Company) Don A. Beskrone, Esquire Amanda 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., 11th Floor
Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire
Rosenthal, Monhait & Goddess, P A
Citizens Bank Center, Suite 1401
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC
Wilmington, DE 19801
Hand Delivery
(Official Committee of
Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilniington, DE 19801 Hand Delivery (Counsel for Forest Oil Corporation)
Rob~rt J. Dehney, Esquire
Unsecured
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
Wilmington, DE 19899
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
i 105 North Market Street, Suite 16th Floor
Wilmington, DE 19801
District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201
SWEPI LP
Houston, TX 77067
Washington, DC 20554
E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005
Bankptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225
Baltimore, MD 21209
Greenwich, CT 06830
L. Byron Vance III, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700
Chicago, IL 60606- 1720
Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets
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 Mayer Brown LLP
350 South Grand Avenue, 25th Floor
Unsecured
Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of
Anchorage, AK 99501
(Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036
the Americas
Firs,t Class Mail (Counsel for Minerals Management Service) DeAnn L. Owen, Esquire
Office of
Region
755 Parfet Street, Suite 151
Lakewood, CO 80215
the Americas