IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re

Chapter 11
Case No. 09-10785 (KJC) (Jointly Administered)
Related Docket No. 584

PACIFIC ENERGY RESOURCES LTD., et al.,

Debtors.

) r.)
) ) )

ORDER (A) DISMISSING THE CHAPTER 1I CASE OF SAN PEDRO BAY PIPELINE COMPANY CONDITIONED UPON SALE OF STOCK BY PACIFIC ENERGY RESOURCES LTD. AND (B) APPR.OVING RELEASES OF CLAIMS BETWEEN SAN PEDRO BAY PIPELINE COMPANY AI{D THE OTHER DEBTOITS
Upon consideration of the Debtors' Motionfor Order (A) Dismissing the Chapter

l I Case of San Pedro Bay Pipeline Company Conditioned (Jpon Sale of Stock by Pacific Energy
Resources Ltd. and (b) Approving Releases of Claims between San Pedro Bay Pipeline Company

and the Other Debtors (the "Motion"), the Court having convened a hearing on the Motion and

finding that due and sufficient notice of the Motion having been given under the circumstances;
and

it appearing that the Court has jurisdiction over this matter pursuant to 28 U'S.C. $$

157 and

1334 and this is a core proceeding under 28 U.S.C. $157(bX2); and after due deliberation,

dismissal being in the best interests of the San Pedro Bay Pipetine Company, its estate and its creditors under
1

U.S.C. $$ 350(a)(1) and 1112(b); and sufficient cause appearing therefore

pursuant to 11 U.S.C. $ 1t 12O), it is hereby

The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: PacificE t"rgy Resources Ltd- QaaL); Petrocal Acquisition Corp, (6!!9); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisitior Corp. (5860; Pacific Energy Alaska Operating LLC (7021): San Pedro Bay Pipeline Company (l23Q:' Carneros Energy, tnc.l-l+81; and Gotland Oil, trnc. (5463). The mailing address for all of the Debtors is [ 11 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68?734O2\DOCS-LA:20467

1.9

ORDERED' ADJUDGED and DECREED as follows:z

l. Z.

The Motion is herebY GRANTED' The chapter 11 case (the "Case") of debtor San Pedro Bay Pipeline

by a Company shall be dismissed upon the closing of the sale of its stock (the "Stock") to buyer
the debtor Pacific Energy Resources Ltd., as authorized by separate Order of this Court. Upon

which closing of the sale of the Stock, the Dettors shall advise the Court by filing a notice, upon

filing the approval of the relief requested in the Motion shall become effective and the Case shall
hereby be dismissed.

3.

Each of the Debtors is hereby authorized to execute and deliver waivers

the and releases of claims against each other, as contemplated by the Sale Motion and

Agreement, at arty closing of the sale of the Beta Assets'

4.
a Closing

The Debtors reserve the right to withdraw the Motion at any time prior to
a notice

of the sale of the Stock by filing

of withdrawal with this Court

notwithstanding the entry of this Order andthis Order shall thereupon have no force or effect.

Date:

Dqrc

,2009
The

the Capitalizrd terms not expressly defined herein shall have the meanings ascribed to such terms in

Motion.

68??3{02\DOCS LA:204671.9