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IN THE UMTED STATES BAI{KRUPTCY COURT

FOR TIIE DISTRICT OF DEIAWARE In re:

PACIFIC ENERGY RESOURCES LTD., et al.,


Debtors.

) ) )
) ) )

Chapter 11
Case No. 09-10785(KJC)

(Jointly Administered)

Related to Docket No. 907

ORDER GRANTING DEBTORS' THIRD MOTION FOR ORDER I]NDER SECTION 365(a) OF TIIE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO REJECT CERTAIN E)GCUTORY CONTRACTS AI\[D UNEXPIRED LEASES
Upon consideration of the motion (the'Motion )2 of the captioned debtors and
debtors in possession (the "Debtors'), seeking entry of an order under section 365(a) of the

Bankruptcy Code authorizing the Debtors to reject various contacts and leases ofpersonal property related to the Debtors' abandoned Alaska assets and former Wyoming operations; and
appearing that the relief requested is in the best interests of the Debtors' estates and creditors;
and

it

it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. $$ 157 and it appearing that this proceeding is a core prooeeding pursuant to 28 U.S.C. $$ 1408 it appearing that no other

1334; and

and 1409; and adequate notice of the Motion having been given; and

I The Debtors in these cases, along with the last four digi6 of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. Qaa\;Petrocal Acquisition Cory. $249); Paci{ic Energy Alaska Holdings, LLC (tax I.D. # not available); Carneros Acquisition Corp. (5866); Pacific Encrgy Alaska Operating LLC (7021); San Pedro Bay Pipeline Corryany On$; Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite l240,Long Beac\ CA 90802.
2 C-apitalized terrns not otherwise
defined herein shall have the meanings ascribed to them in the Motion

68Z3S0I\DOCS DE:153698.2

notice need be glven; and after due deliberation and sufficient cause appearing therefore, and
upon the Debtors' representation s in Court that PEAH is not, by this Motion, abandoning its 50% interest in the Cook Inlet Pipeline stock, it is hereby:

ORDERED that the Motion is granted as stated herein; and it is further ORDERED that each of the Alaska Agreements listed on Exhibit A attached to this Order is hereby rejected to the extent that such agreements are executory; and it is further ORDERED that the Wyoming Agreement listed on Exhibit B attached to this
Order is herebyrejected; and it is further

ORDERED that the Debtors' request to reject the Stand-By Trust Agreement with
the United States EPA is withdrawn without prejudice; and

it is further

ORDERED that any claims against the Debtors or their estates relating to the
Rejected Agreements shall be filed no later than thirty (30) days following the date of entry

of

this Order to the extent not already filed; and it is further; and it is further ORDERED that the Debtors reserve all rigbts to contest any rejection or other claims and/or the characterization of the Rejected Agreements as executory confracts 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

68??340 I \DOCS_DE:

53698.2

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 Bankruptcy Procedure, or otherwise, the terms and conditions

Dated: Novemb

a{,,0n

68773-001 \DOCS-DE:

53698.2

Exhibit A- Alaska Agreements


COUNTERPARTY Blake Offshore, LLC P.O. Box 6080 Metairie, Louisiana 70009 DEBTOR
PEAO REJECTED EXECUTORY CONTRACT OR

UNEXPIRED LEASE Offshore Daywork Drilling Contract (March 7, 2008)

Cook lnlet Pipeline Company 909 W. 9th Street, Anchoraoe. Alaska 99501 Digitel Data Joint 10811 S Westview Circle Dr.,#100, C Houston, TX 77043-2739

PEAH

Cook Inlef Pipeline Funding Agreement [See same agreement below listed under Union Oil Company of Califomial Seismic Data Licdnsing Agreement

PEAO

Forest OilCorporation 7O7 17Ih Street, Suite 3600 Denver, CO 80202 Forest Oil Corporation 707 17th Street, Suite 3600 Denver, CO 80242 Forest Oil Corporation 707 17th Street, Suite 3600 Denver. CO 8O2O2 Frontier Business Systems 1432 Ingra St. Anchorage, AK 99501
Lewis & Lewis 405 E. Fireweed Lane Anchorage, AK 99503

PERL and PEAO

Member lnterest Purchase Agreement (May 2007)

PERL

Asset Sale Agreement (May 2007)

Pacific Energy Alaska Holdings


PEAO

Share Acquisition and Registration Rights (July 2007)

Copier Lease

PEAO

Printer Maintenance Contract

MTA Communications, Inc. 1740 S. Chugach St. Palmer, AK 99645 Union Oil Company Of California 3800 Center Point Drive Suite 100 Anchoraqe. AK 99503

PEAO

Phone Maintenance

PEAH

Cook Inlet Pipe Line Funding Agreement [See same agreement above listed under Cook Inlet Pipe Line Companyl

DOCS_DE:153688.3

Exhibit B- Wyoming Agreement


COUNTERPARW
P.O. Box 576 Houston, TX 77001 SWEPI LP 200 North DdryA'shford Houston, fxn079 Wolverine Gas and Oil Co. One Riverfront Plaza - 55 Campau NW Grand Rapids, M|495032616

DEBTOR PERL

RE.'ECTED EXECUTORY CONTRAGT OR UNE)(PIRED LEASE Participation Agreement (Pacific Creek Prospecl Green River Basin, \A/Y), as amended

PERL

Participation Agreement (Pacific Creek Prospect, Green River Basin, VVY), (August 20, 2005) as amended.