IN THE LTNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE In re:

)
I

Chapter l

PACIFIC ENERGY RESOURCES LTD., et al.,

Debtors.

) ) ) )

Case No. 09-10785 (KJC)

(Jointly Administered)
)

Related to Docket No.845, {

{3

SUPPLEMENTAL ORDER GRANTING DEBTORS' SECOND MOTION FOR ORDER UNDER SECTTONS 36s(a) AND ss4(a) oF THE BAr\KRUprcy coDE AUTHORIZING THE DEBTORS TO (1) R3JECT CERTAIN EXECUTORY CONTRACTS; (2) REJECT CERTAIN UNEXPIRED LEASES; AND (3) ABAND6N ANY PERSONAL PROPERTY REMAINING AT THE PREMISES OF AI\"Y REJECTED REAL PROPERTY LEASE AND STIPULATION RELATED THERETO
Upon consideration of the of the Debtors' Second Motionfor Order (Jnder
Sections 365(a) and 554(a) of the Bankruptcy Code Authorizing the Debtors to

(I) Reject

Certain Executory Contracts; (2) Reject Certain (Jnexpired Leases; and (3) Abandon Any
Personal Property Remaining at the Premises of Any Rejected Real Property Lease (the

"Motion")

2,

effective as of September 30, 2009; the Order entered on Septemb er 29,2009

(Docket No. 932) granting the Motion as to all contracts and leases covered thereby except the

office lease of the property located at Carr-Gottstein Building, 310 "K" Street, Suite 700,

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. $2a\; pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Carneros Acquisition Corp. (5866); bacific Energy Alaska (iperating LLC (7021); San Pedro Bay Pipeline Company Q23Q; Carneros Energy, Inc. (9487); and-Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is I I I W. Ocean Boulenara, Suite t240, Long Beach, CA 90802.

2 All capitalized terms not otherwise defined herein shall have the meaning given them in the Motion.

68773-002\DOCS LA:208891. I

Anchorage, Alaska (the "Anchorage Office Lease"); the Stipulation Among Pacific Energt

Alaska Operating, LLC, Forest Oil Corporation and Whale Building, LLC Regarding Continued
Use of Office Space and Sale of Office

Furniture (the "stipulation"), a copy of which is attached

hereto as Exhibit 1, regarding the rejection of the Anchorage Office Lease, the continued use of a

portion of the space subject to the Anchorage Office Lease and the sale of the fumiture located at
the premises covered by the Anchorage Office Lease; and sufficient cause appearing therefore,

it

is hereby

ORDERED THAT:

1.
and by the Stipulation.

The Motion is granted as to the Alaska Office Lease, as modified hereby

2. 3. 4.

The Stipulation is approved, as modified hereby. The Alaska Office Lease is deemed rejected as of September 30, 2009. The approval of the sale of the fumiture as set forth in the Stipulation is

subject to there being no objections filed to the Notice of the Proposed Sale of Certain De

Minimis Assets Free and Clear of Liens, Claims, Interests and Encumbrances (Docket No. 982)
during the ten (10) day notice period as set forth in the Order Granting Debtors' Motionfor an Order Approving Procedures Pursuant to Sections 105(a), 363, And 55a@) of the Bankruptcy

Codefor the Sale of Certain De Minimis Assets Free and Clear of Liens, Claims, Interests and
Encumbrances (Docket No. 959), or, if an objection to the sale is filed that is not consensuallv

withdrawn, to further order of this Court.

5-

All claims resulting from

the rejection of the Alaska Office Lease pursuant

to section 365 of the Bankruptcy Code shall be filed with the Claims Agent at pacific Energy

68773402\DOCS l,A:208891. I

Resources Ltd., c/o

omni Management Group, LLC,16161 Ventura Blvd., Ste. C, pMB 429,

Encino, CA91436, in writing, together with supporting documentation, substantially conforming

with Official Bankruptcy Form l0 or as otherwise prescribed or authorized under the Bankruptcy
Rules, so as to be actually received by the Claims Agent on or before thirty (30) days after the
date of entry of this order.

6.

This Court shall retain jurisdiction with respect to all matters arising from

onorable

J. Carey

68773-002\DOCS_LA:208891. t

EXHIBIT

68773-002U)OCS LA:208E91.

STIPULATION AI{ON G PACIFI C IiN ERGY AI,AS KA OPERATING, LLC, FORIST OIL CORPORATION AND \ygALE BIIILDING, LLC REGARDING CONTIT'SUED USE OF g!'FrCE SPAS.D tu\D SAIE OT OFfiCE FUR\IITIIRE
\VHEREAS, on March

g,zllg,I'acific

Energy Alaska Operating, LLC (the 'PEAO")

filed its voluntary petition for relief under chapter I I of titlc

ll

of the Urrited States Code (the

. "Bankuptcy Code") rvilh the United States Bankrlptcy Court for the District of Delarvare (thc
"Bankuptcy Court') aud is cureutly one
"Debtors") in the chapter

of the debtors and debtors in

Case

possession (the

ll

cases

jointly adrlinistered undcr

No. 09-10785;

\\'HEREAS, PEAO is itt the process of rvinding dorvn its operations and liquidatingor
hbandoning ils assets;

IWIEREAS, PEAO is the assipree of a lease (the "Lease") of oftice space located at 310

"K"

Street, Suite 700, Anchorago, Alaska (the "Prenrises") betrvecn \\rhale Building, LLC,

("Landlord") and Forest Oil Corporation ("Foresl"); WHEREAS, pursuant to the assignment of the Leasc, Forest acknowledged that it tvas
not released frorn any duties, obligations or covenants regarding thc Lease;

\\4-IEREAS, Forest acknorvledges its rcsponsibility

for the pre-petition

arrars

of

$38,052.58 incurred by PEAO attd ittterest that has accrued of 52,540.46 on those arrears for a

totalof $40,593.04;
WHEREAS, on Septenrber 4,2009, the Debtors filed tlre Second Motion to ReJect Lease

or Execulotl, Conoact Authorizittg the Debtors to

(l)

Reject Certain Erecutoty Contracts; (2)

the.

Rejccl Cerlain Utexpired Leases; and (3) Abandon Any Personal Properly Rentaining at

Prcnisu o/ Any Rejecled Court's approval

Real Property Lease (Docket No. 845), rvhich seeks the Bankruptcy

of lhe rejection of the Lcase eftbctive

Septernber 30, 2009 and the

abaudonment of any personal property remaining at lhe Prcmises on that date;

STIPULATTON

PAcsl I

WHEItEAS, l-orest recognircs that post-petition rent has bcen paid

bankruptcy estate, but acknorvledges that those rental payments

by

PDAO's
the

rvill tenninale upon

Bankruptcy Court's approval of PEAO's rcjection of tlre Lcase, and fiuther acknorvledges that Forcst rvill be liable to the Landlord for nronthly rentalpayments of $34,416.64 follovring the Bankruptcl, Court'! approval of PDAO's rejection of the Lense.

\\4{EREAS, if the Court has uot enlered an Order granting PEAO's motion to reject the
Lease by Novenrber 15,2009, Landlord may pursue its rights under the Lease against any party

rvithout prejudice; WHEREAS, PEAO needs to relnin possession and use of a small porrion of the Prcrnises

for the nronth of October and possibly the first txo rvccks of Novernber,2009, in order to
cfficiently ald effectively completc
the rvinding dorvn

of its operations in Alaska;

VIIEREAS, the Landlord and Forest lravc agrced that PEAO may retain possession and
use

of the portion of the Premises highlighted on the map of the Premises attached hereto

as

Exhibit

I lor the month of October, 2009, and, if agrecd

to by the parties, for the first trvo rveeks

in Novcnrber, 2009;

\VHEREAS, Landlord's acceplarrce of this stipulation is contingcnt on the paymcnt by Forcst

of thc $40,593.04 in

arrears and interest and the $34,416.64 in October rent owed

following receipt of the Bnukruptcy Court's order approving PEAO's rejcction of the Lcase; WIIIIREAS, Forest desires to purchase thc oflice frrrniture that is located at tho Prenrises; VHEREAS, the Debtors, although lhey havc received other offers for the purchase of the office flmiture, lrave nol received any offers that are as viable as thc offer fronr Forest;

STIPULATIoN

Pncel 2

I
I I

NOW, THIREFORE,

IT IS IIERIBY

STIPIJLA'I'ED AiVD AGREED, by

and

among PDAO, lhe Laudlord, and Forest, as follorvs:

i.

The Lease is rejected by PEAO effcctire as of September

30,2009. Efteclivc

'Banknrptoy Court approving the lejection of the Lease, and for all upon an Orrlcr fronr the
purposest except as sct forth herein, Forcst shall be deerncd the current Tcnant denrised by the Lease.

ofthe

Premises

Z.

For a paynrent of rent in tlu amounl of $8,000 from PEAO to Forest, PEAO has

the right to retain possession and use of the portion ofthe Prernises highlighted on the map of the
Prenrises attT ched herelo as

Exlribit_l from October

1.

2009 through October 30, 2009, and, if the

partics agree, forthe additional period of Novcmbcr l, 2009 through Novembcr 14,2009.

3.

Forest shall have rcasonable access to the PEAO-used portion of the Prernises,

including for the purpose

of painting, rennving/installing

carpet and cngaging

in

similar

inrproverncnl and mointenatrce activilies.

4.
$8,000.

PEAO will sell to Forest tlte oft-ice lirrniture (rvhich

doe.s

not includo conrputer

equipr:rcnl, contntunicalions equipment and files) localed in the Prenises for a purclrase price

of

5.

Upon receipt of an Order from the Bankruplcl'Court approving PEAO's rejcction intorest due and otving nod the

of the leasg Forcst slrall pay thc 540,593.04 in arrears and

534,416,64 in October rent ou,cd to Landlord rvithirr fivc (5) days of such reccipt. Forest rvill

resunrc nronthly rental payntents

of

$34,416.64

in base rcnt,

plus any additional

renr

contetnplaled itr the Lease, to Landlord beginning on the first day of the nronth follorving the
datc of receipt of thc Bankruptoy Court's Order.

STIPULATION

Pnce | 3

6.

Landlord's rights under the Lease arc prcserved rvithout prejudice and Landlord
issued an

rlay pursue those rights aftor Noveurber [5, 2009, ifthe Baukruptcy Court has rrot
Order granting PEIIO's motion to reject tlre Lease by thal time.

' 7,

This Stipulation may be signed in counterpart originals, rvhich, rvhen fulty

executed, shall conslitute a siugte original. Any signature delivered by a party by faoshnile transmission shall bc decmed an origirral signature hercto.

8.

No antendtnertt of any provision of this Stipulation shall be effective unless it is i1

rvriting and signed by the papies, and no vraiver of any provision of this Stipulation, ancl no
cotrsent to any variation thereo( shall be effcctive unless it is in rvriting and signed by the party ngainst rvhom sttch rvait'er is asserted, and then srrch waiver or consent shall be eflcclive only ip

lhc specifrc instancc nntl for the specific purpose for rvhioh given.

9.

This Stipulatiott sets forth the errtire agreement and understanding behveen the

parties relating

to the

subject malter hereof and supersedes

all other prior

agreemenls,

discussions and docunrents. No party shall be bound by any terms, conditions, definitions, rrnderstandings

or

represerttalions rvith respect

to tlre subject rnatter hereo[ other than as

expressly provided for herein, exc,cpt as may herea{ler be agreed to in a u,riting signe<l by the applicable partics.

10.
I

Tltis Stipulatiort shall inurc to the benefit

o[

and shall bo binding upon, tho

successors and assigns ofthe parties, and each ofthent.

l.

The recitals are incorporated inro and made part of this Slipurntion.

12..

Each parry shall bear its orvn costs and expenses, including altorncy's'fees, in

conncction with thc negotiation, prcparation and perfornrancc of this stipulation,

S,I1PULATI0N

PAGEI 4

13.

'l'he Parties aglee that tlre Stipulalion is subject to the approval of the Bankruptcy

Court of PEAO's rcjection of the Lease.

S'ilPI.JLATED AND AGREED:

o.*u,

/o- 5

11

PACIFIC

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rrJ fumiturc fin:l

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STTPULATIoN

PAGE | 5

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EXHIBIT 1