IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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re:

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Chapter I I
Case No. 09-10785 (KJC)

PACIFIC ENERGY RESOURCES LTD., er

(Jointly Administered)

Debtors.

) g ) netatea Docket Nos. 531, 858,908, 916, I I

ORDER FURTHER EXTENDING SECTTON 36s(dx4) DEADLINE WITH PRIOR WRITTEN CONSENT OF LESSORS AND CONTINUATION OF RELATED DEBTORS' CONDITIONAL MOTION FOR ORDER AATHORIZING ASSAMPTION OF (A) BETA LEASES WITH THE UNITED STATES AND REL/ITED 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 REI./ITING THERETO, SOLELY TO THE EXTENT THAT SECTION 36501(41APPLIES TO ANY OF THE FOREGOING
Upon consideration of the Certification of Counsel (the "Certification of Counsel") regarding second further extension of section 365(dX4) deadline with prior written
consent of lessors and continuation of rel ated Debtors' Conditional Motion

for Order

Authorizing Assumption of (A) Beta Leases with the United States and Related Trust Agreement;
(B) Pipeline Lease with the Califurnia 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(0@ Applies to Any of the

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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 I.D. # not available); Carneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company {l23Q; Carneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is l I I W. Ocean Boulevard, Suite 1240,Long Beach, CA sosoz.

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Foregoing (the "Motion"),2 which Certification states that each of the counterparties to the Beta
Contractual Rights (as defined in the Motion) have provided the Debtors with correspondence expressing their respective prior written consent to a further extension of the section 365(dX4) deadline to January 10, 2009; and it appearing that the Court has jurisdiction to consider such

relief 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 the Certification
and 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:

l.

The Debtors' time to elect to assume or reject any Beta Contractual Rights

that are unexpired leases of nonresidential real property is extended pursuant to section 365(dX4)

of the Bankruptcy Code through and including January 10, 2010.

2.

The entry of this Order shall be subject to and without prejudice to the

rights of the Debtors to request further extensions of the time to assume or reject any Beta
Contractual Rights that are unexpired leases of nonresidential real property to the extent

provided in section 365(dX4) of the Bankruptcy Code.

3.

The Debtors have not requested by the Certification a ruling as to which

of

their agreements with third-parties (including, without limitation, the Beta Contractual Rights)
are unexpired nonresidential real property leases and this Order makes no such

ruling. The rights

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Capitaliznd terms not defined herein shall have the same meanings as in the Motion.

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of all parties regarding the determination of whether an agreement is an unexpired lease of

nonresidential real property are unaffected by this Order and are preserved.

4.
5.

The hearing on the Motion shall be continued to December 22,2009 al

2:00 p.m. prevailing Eastem time.

This Court shall retain jurisdiction to hear and determine all matters

arising from the implementation of this Order.

Dated: December

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