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Deadline for Objections: September 17, 2009 at 4:00 p.m. (ET) Hearing Date: September 24, 2009 at 2:30 p.m. (ET)
CERTIFICATION OF COUNSEL REGARING FURTHER EXTENSION OF SECTION 365(d)(4) DEADLINE WITH PRIOR WRITTEN CONSENT OF
LESSORS AND CONTINUATION OF RELATED DEBTORS' CONDITIONAL MOTION FOR ORDER AUTHORIZING ASSUMPTION OF (A) BETA LEASES WITH THE UNITED STATES AND RELATED TRUST AGREEMENT; (B) PIPELINE LEASE WITH THE CALIFORNIA STATE LANDS COMMISSION; (C) PIPELINE LICENSE AND AREA ASSIGNMENTS WITH THE CITY OF LONG BEACH, CALIFORNIA; AND (D) ANY OTHER PERMITS, LICENSES OR AGREEMENTS RELATING THERETO, SOLELY TO THE EXTENT THAT SECTION 365(D) (4) APPLIES TO ANY OF THE FOREGOING
The undersigned hereby certifies that:
(A)
Beta Leases with the United States and Related Trust Agreement; (B) Pipeline Lease with the
California State Lands Commission; (C) Pipeline License and Area Assignments with the City of
Long Beach, California; and (D) Any Other Permits, Licenses or Agreements Relating Thereto,
Solely to the Extent that Section 365(d)(4) Applies to Any of
which is Docket No. 858. On September 17,2009, Aera Energy LLC ("Aera") and Noble
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 the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailing address for all of
68773-002\DOCS _ LA:207947.3
Energy, Inc. ("Noble") each fied a limited objection to the Motion (Docket Nos. 895 and 899,
respectively).
2. By this Court's order entered July 1,2009 (Docket No. 531), the deadline
imposed by section 365(d)(4) oftitle 11 of
assumption of
unexpired leases of
The Motion was fied conditionally to permit the Debtors to assume the Beta Contractual Rights
(as defined in the Motion) before the October 5, 2009 deadline, if
necessary.
the section 365(d)(4) deadline further without the prior written consent of
instance. Each of the counterparties to the Beta Contractual Rights have provided the Debtors
with a letter expressing their respective prior wrtten consent to a further extension of the section
attached hereto (a) extending the section 365(d)(4) deadline for any Beta Contractual Rights that
are unexpired leases of nonresidential real propert to December 11, 2009; (b) continuing the
hearing on the Motion to a date and time to be determined by this Court that is prior to the expiration of the December 11, 2009 deadline; and (c) granting such other relief as is just and
proper. Counsel for Aera and Noble have each consented to the requested continuance of
the
68773-002\DOCS LA:207947.3
ltlo~
. Khara ch (CA a 0 109084)
Ro rtM. Sa nders (C Ba No.
226172)
Email: ikharasch(fpszjlaw.com
rsaunders(fpszj law.com j oneil(fpszjlaw .com smcfarland(fpszjlaw.com Counsel for Debtors and Debtors in Possession.
68773-002\DOCS _ LA:207947.3
In re: )
) )
Debtors. )
)
ORDER EXTENDING SECTION 365(d)(4) DEADLINE WITH PRIOR WRITTEN CONSENT OF LESSORS AND CONTINUATION OF RELATED DEBTORS'
CONDITIONAL MOTION FOR ORDER AUTHORIZING ASSUMPTION OF (A) BETA LEASES WITH THE UNITED STATES AND RELATED TRUST AGREEMENT; (B) PIPELINE LEASE WITH THE CALIFORNIA STATE LANDS COMMISSION; (C) PIPELINE LICENSE AND AREA ASSIGNMENTS WITH THE CITY OF LONG BEACH, CALIFORNIA; AND (D) ANY OTHER PERMITS, LICENSES OR AGREEMENTS RELATING THERETO, SOLELY TO THE EXTENT THAT SECTION 365(D)(4) APPLIES TO ANY OF THE FOREGOING
lessors and continuation of related Debtors' Conditional Motion for Order Authorizing
Assumption of (A) Beta Leases with the United States and Related Trust Agreement; (B) Pipeline
Lease with the California State Lands Commission; (C) Pipeline License and Area Assignments
with the City of Long Beach, California; and (D) Any Other Permits, Licenses or Agreements
Relating Thereto, Solely to the Extent that Section 365(d)(4) Applies to Any of
"Motion")/ which Certification states that each of the counterparties to the Beta Contractual
Rights (as defined in the Motion) have provided the Debtors with a letter expressing their
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 mailing address for all of the Debtors is lIIW.OceanBoulevard,Suite 1240,LongBeach,CA
90802. 2 Capitalized terms not defined herein shall have the same meanings as in the Motion.
68773-002\DOCS _ LA:207965.3
in
accordance with 28 U.S.c. 157 and 1334; and it appearing that this matter is a core proceeding
pursuant to 28 U.S.C. 157(b)(2); and appearing that this Motion is proper in this district
pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of
Motion having been given; and it appearing that such relief is in the best interest of the Debtors
and its estates and creditors; and after due deliberation and sufficient cause appearing therefore,
it is hereby ordered that:
1. The Debtors' time to elect to assume or reject any Beta Contractual Rights that
the Debtors to request further extensions ofthe time to assume or reject any Beta Contractual
Rights that are unexpired leases of nonresidential real propert to the extent provided in section
365(d)(4) of
their
agreements with third-parties (including, without limitation, the Beta Contractual Rights) are
unexpired nonresidential real propert leases and this Order makes no such ruling. The rights of
all parties regarding the determination of
nonresidential real propert are unaffected by this Order and are preserved.
, 2009 at
68773-002\DOCS LA:207965.3
5. This Court shall retain jurisdiction to hear and determine all matters arising from
Dated:
,2009
The Honorable Kevin J. Carey
Chief
68773-002\DOCS _ LA:207965.3
In re: )
STATE OF DELAWARE )
) ss:
)
)
Debtors. )
Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in
the above-captioned action, and that on the 18th of September, 2009 she caused a copy of the
following document(s) to be served upon the parties on the attached service lists in the manner
indicated:
Certifcation of Counsel Regarding Further Extension of Section 3659d)(4) Deadline with Prior Written Consent of Lessors and Continuation of Related Debtors' Conditional Motion for Order Authorizing Assumption of (a) Beta Leases with the United States and Related Trust Agreement; (b) Pipeline Lease with the California State Lands Commission; (c) Pipeline License and Area Assignments with the City of Long Beach, California, and (d) Any Other Permits, Licenses, or Agreements Relating Thereto, Solely to the Extent that Section 365(d)(4) of Any of
the Foregoing
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); 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 III W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
i The Debtors in these cases, along with the last four digits of each of
id ( (
DOCS_DE: i 53262. i
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 Arps, 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 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
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 Ban 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
Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801
Hand Delivery (Counsel for Forest Oil Corporation)
Robert J. Dehney, Esquire
Curis S. Miler, Esquire
Unsecured
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street 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.)
Wilmington, DE 19801
District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201
SWEPI LP
Washington, DC 20554
E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005
Lautigar
Banptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225
Philadelphia, P A 19103
John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071
Baltimore, MD 21209
Greenwich, CT 06830
Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203
Unsecured
(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor
Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
Unsecured
Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067
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
Lakewood, CO 80215
the Americas