IN THE UNITED STATES BANKUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. ))
)

Case No. 09-10785(KJC) (Jointly Administered)

Objection Deadline: April 14,2010 at 4:00 p.m. EDT Hearing Date: April 21, 2010 at 3:00 p.m. EDT

DEBTORS' FIFTH OMNIBUS OBJECTION (SUBSTANTIVE) TO CERTAIN CLAIMS (A) FOR WHICH THE DEBTORS HAVE NO LIABILITY; AND (B) WHCH ARE OVERSTATED AND SHOULD BE REDUCED
The above-captioned debtors and debtors in possession (the "Debtors"), by and through

their counsel, hereby file the Debtors' Fifh Omnibus Objection (Substantive) to Certain Claims
(a) for Which the Debtors Have No Liabilty; and (b) Which Are Overstated and Should Be

Reduced (the "Fifth Omnibus Objection"). Pursuant to the Fifth Omnibus Objection, the Debtors

seek (a) to disallow those six (6) claims set forth on Exhibits A and B hereto (the "No Liabilty
Claims") because there is no basis for the No Liabilty Claims in the Debtors' books and records
(the "Books and Records") for the reasons set forth below and on Exhibits A and B, and (b) to
reduce the amount of

the three (3) claims listed on Exhibit C hereto (the "Reduce and Allow

Claims") and to allow the Reduce and Allow Claims in the reduced amount because the claimed amounts of the Reduce and Allow Claims do not agree with the Books and Records for the

1 The Debtors in these cases, along with the last four digits of each ofthe 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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for an of the Debtors is 1 i i W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCS_LA:2 i 7276.1

reasons set forth below and on Exhibit C. The facts and circumstances supporting the Fifth
Omnibus Objection are set forth below, in the Exhibits hereto, and in the Declaration of Jennifer
Kuritz in Support of

the Debtors' Fifh Omnibus Objection (Substantive) to Certain Claims (a)

for Which the Debtors Have No Liabilty; and (b) Which Are Overstated and Should Be Reduced
(the "Kuritz Declaration"). In further support of

the Fifth Omnbus Objection, the Debtors state

as follows:

Jurisdiction
1. This Court has jurisdiction over this Fifth Omnibus Objection pursuant to

28 U.S.C. 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
Venue is proper pursuant to 28 U.S.C. 1408 and 1409.
2. The statutory bases for the relief

requested herein are sections 105(a) and

502(b) of

title 11, United States Code (the "Banptcy Code"), Rules 3001 and 3007 ofthe

Federal Rules of

Banptcy Procedure (the "Bankrptcy Rules") and DeL. Ban. L.R. 3007-1.

BacknouDd
3. On March 9,2009 (the "Petition Date"), the Debtors commenced these
cases by fiing voluntar petitions for relief under chapter 11 the Banptcy Code.
4. The Debtors have continued in possession of

their propert and have

continued to operate and manage their business as debtors in possession pursuant to sections
1107(a) and 1108 of

the Bankptcy Code. No request has been made for the appointment ora

trustee or an examiner in these cases.

5. The Offce of

the United States Trustee appointed an Offcial Commttee

of

Unsecured Creditors (the "Committee") on March 19,2009.

68773-002\DOCS_LA:217276.l 2

6. On May S, 2009, the Cour entered the Order (A) Fixing the Procedures
and Deadlines to File Proofs aielaim. (B) Approving the Form and Manner o/Notice olBar

Dates. and (C) Granting Related Reliel (Docket No. 277) ("Bar Date Order"). The Bar Date
Order established the bar dates of (i) June 23, 2009 for claims arsing prior to the Petition Date,

which includes administrative expenses against the Debtors' estates arising under Banptcy
Code 503(b)(9), and (ii) September 8,2009 for claims of

any Governental Unit arising

before the Petition Date.

7. On May 9, 2009, the Debtors' claims and noticing agent served (i) a

''Notice of Bar Date for Filng Proofs of Claim" that was approved by the Court in the Bar Date
Order, and (ii) a proof of claim form on all parties listed on the Debtors' creditor matrix.

(Affdavit a/Service, fied May 14,2009 at Docket No. 308.)

The Objection aDd Request for Relief

8. Debtors seek (a) to disallow the No Liabilty Claims set forth on Exhibits

A and B hereto because there is no basis for the No Liabilty Claims in the Debtors' books and
records (the "Books and Records") for the reasons set forth below and on Exhibits A and B, and
(b) to reduce the amount of the Reduce and Allow Claims and to allow such claims in the

reduced amount because the claimed amounts of the Reduce and Allow Claims do not agree with
the Books and Records for the reasons set forth below and on Exhibit C.

Basis for Relief

9. Section 502 of the Banptcy Code, and other applicable non-banptcy

law set forth below, provide the bases for the relief sought in this Fift Omnibus Objection.

Section 502(b) states in relevant par that: 68773-002\DOCS _LA:2 i 7276. i 3

(T)he cour, after notice and a hearing, shall detennine the amount the United States as of the date of (a) claim in lawfl curency of the filing of the petition, and shall allow such claim in such amount,
of

except to the extent that -

(1) such claim is unenforceable against the debtor or

property of the debtor, under any agreement or applicable law for a reason other than because such claim is contingent or unatured
11 V.S.C. 502(b).
10. For the reasons set forth in detail below, each of

the No Liabilty Claims is

unenforceable against the Debtors under applicable law and should therefore be disallowed 'and

the Reduce and Allow Claims are unenforceable against the Debtors in the claimed amounts and should be reduced in amount and allowed in the reduced amount.
A. The No LiabiItv Claims
11. The Debtors object to the five (5) of

No Liabilty Claims (Redundant) set

forth on Exhibit A attached hereto on the grounds that each of the claims is redundant of another

claim fied against the Debtors. Claim Nos. 344 and 351 fied by Kenai Peninsula Borough are
for taxes that are also par of Claim No. 465 and the Request for Payment of Administrative Expenses filed by the State of Alaska. The taxes are to be paid to the State of Alaska and the
State is to pay the Kenai Peninsula Borough. Claim Nos. 344 and 351 are therefore redundant
claims and should be disallowed.
12. Claim Nos. 386 and 387 fied by Stoel Rives LLP and Claim No. 61 fied

by W ANtech are fied against the wrong Debtor and are redundant of another claim filed by the

same claimant against the correct Debtor. Based upon a dilgent review of the these claims and
the Books and Records, the Debtors found no evidence to support the liabilty of PEAH or

68773.00Z\DOCS_LA:217276.1

PEAO for Claim No. 386 or Claim No. 387, respectively, or the liabilty of

Pacific Energy

Resources Ltd. for Claim No. 61.

13. Under any applicable law, a claimant is entitled to only one recovery for a
claim. Thus, if

there are two proofs of claim that cover the same liabilty fied against the same

debtor, one of the claims must be disallowed. If there are proofs of claim covering the same

claim fied against two different debtors and there is no basis for the claim against one of the

debtors, the claim fied against the incorrect debtor must be disallowed. In order to prevent a
double recovery by the claimants who filed the claims listed on Exhibit A, the Debtors object to
the claims listed in Exhibit A and request that each of

these redundant No Liabilty Claims be

disallowed. If

the Cour grants this relief, each claimant listed on Exhibit A wil stil hold the

claim it filed against the correct Debtor. The Debtors reserve the right to object to the claims
filed against the correct Debtors on any grounds.
a. The Debtors also object to the No Liabilty Claim listed on Exhibit

B because the claimant, as the Debtors discovered, was not approved to enter into the contract
that is the basis of the claim and the contract was cancelled. The Debtors were advised by the

claimant that it would withdraw the claim but it has not done so. The Debtors therefore request
that the claim be disallowed in full.
B. The Reduce and Allow Claims
14. The Debtors object to the Reduce and Allow Claims on Exhibit C hereto

for the reasons set fort below:

a. Claim No. 124 fied by Long Beach Hose & Coupling Co., Inc.,

should be reduced in the amounts shown in Exhibit C hereto because this Reduce and Allow

68773-002\DOCS_LA:217276.1 5

Claim includes sales ta and the Debtors were exempt from the payment of sales taes. The

claims should be allowed in the modified amount set forth on Exhibit C.

b. Claim Nos. 470 and 471 fied by Daren Katic and Vladimir Katic,

respectively, should be reduced and allowed in the amount shown as the modified amount on Exhibit C because the claims are for the rejection of employment contracts and include
discretionar bonuses that never came due and should not be included in the damage claims.

Section 502(b)(7) of

the Banptcy Code limits allowable claims for damages resulting from

the rejection of an employment contract to compensation provided in the contract for the one

year following the petition date plus any amounts that were due and unpaid as of the petition
date. The discretionary bonus amounts included in these claims were not due as of

the Petition

Date and were not par of

the compensation that would have been paid in the year following the

Petition Date, therefore, Claim Nos. 470 and 471 should be reduced and allowed in the reduced amount shown on Exhibit C.
15. The Debtors agree with the reduced amounts of

the claims as set forth

above and are seeking an order allowing the Reduce and Allow Claims in the reduced amount.
Reservation of Ri2hts
16. If this Fifth Omnibus Objection is withdrawn or denied, in whole or in

par, the Debtors hereby reserve the right to object in the future to any of

the No Liabilty and

Reduce and Allow Claims for which the relief requested herein in not granted on any additional

ground, and to amend. modify and/or supplement the Fift Omnibus Objection as may be
necessary and to the extent provided by DeL. Ban. L. R. 3007-1. In addition, the filing of

the

Fifth Omnbus Objection is not intended to limit the Debtors' abilty to file future objections to

68713-02\DOCS_LA:217276.1 6

any claims that have been or may subsequently be fied in these cases, on the grounds set forth
herein or any other appropriate grounds.
17. Furher, notwithstanding anyting contained in this Fifth Omnibus

Objection or the attached Exhibits A-C, nothing herein shall be constred as a waiver of any
rights that the Debtors or the estates may have (a) to bring avoidance

actions under the applicable

sections of

the Banptcy Code, including,

but not limited to, 11 U.S.C. 547, against the

holders of claims subject to this Fifth Omnibus Objection, or (b) to exercise their right of setoff
against the holders of such claims relating to such avoidance actions.

Statement of Compliance with Del. Bankr. L.R. 3007-1

18. In compliance with DeL. Ban. L.R. 3007-1

(e)(i)(E), the Debtors and their

counsel submit that the Fifth Omnibus Objection complies with Del. Ban. L.R. 3007-1.

Request for Ent" of Final Judiment

19. The Debtors request that the Cour, pursuant to Rule 54(b) of

the Federal

Rules of Civil Procedure, made applicable in a contested matter by Banptcy Rules 7054 and

9014, direct entry of a final judgment with respect to the Fifth Omnibus Objection as to which

relief is entered by any Order on the Fifth Omnbus Objection.

Notice
20. The Debtors have served the Fifth Omnibus Objection on: (i) the U.S.

Trustee; (ii) all parties who have requested notice pursuant to DeL. Ban. L.R. 2002-1; and (Hi)
the claimants set forth on Exhibits A-C. The Debtors submit that notice of

the Fifth Omnibus

Objection is suffcient under Banptcy Rule 3007, and the Local Banptcy Rules, and that
no further or other notice is necessar.

68773-002\DOCS_LA:2 i 7276.) 7

WHREFORE, for the reasons set forth above, the Debtors request the entr of
an order disallowing the No Liabilty Claims set forth on Exhibits A and B and reducing and
allowing in the reduced amounts the Reduce and Allow Claims set forth on Exhibit C.

Dated: March 22, 2010

P~TANG ZIEHL & JONES LLP

Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. O'Neil (Bar No. 4042)
Scott E. McFarland (Bar No. 4184)

/n~

919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch~pszjlaw.com

mlitvak~pszyjlaw.com joneil~pszyjlaw. com smcfarland(gpszjlaw.com

Counsel for Debtors and Debtors in Possession

68773.002\DOCS_LA:2 i 7276. i

EXHBIT SUMMARY SHEET

Exhibit A - No Liability Claims (Redundant)

Exhibit B No Liabilty Claims (Misc.)

Exhibit C Reduce and Allow Claims

68773-002\DOCS_LA:217276. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRCT OF DELAWAR

Chapter 11

) PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. )
) )

Case No. 09-10785(KC) (Jointly Administered)

Objection Deadline: April Hearing Date: April

14, 2010 at 4:00. p.m. EDT 21, 2010 at 3:00 p.m. EDT

NOTICE OF DEBTORS' FIFTH OMNIBUS OBJECTION (SUBSTANTIVE) TO CERTAIN CLAIMS (A) FOR WHCH THE DEBTORS HAVE NO LIABILITY; AND (B) WHICH AR OVERSTATED AN SHOULD BE REDUCED
The above-captioned debtors and debtors in possession (the "Debtors") object
(the "Fifth Omnibus Objection") pursuant to sections 1 05 (a) and 502(b) of

title 11, United States

Code, Rules 3001 and 3007 of

the Federal Rules of

Banruptcy Procedure and DeL. Ban. L.R.

3007-1 to those certain claims listed on Exhbits A and B attched to the Fifth Omnibus
Objection on the basis that the Debtors are not liable for such claims and to the claims listed on

Exhbit C attched to the Fifth Omnibus Objection because the claims.are overstated and should
be reduced and allowed in the reduced amount.
Objections and other responses to the relief

requested in the Fifth Omnibus

Objection, if any, must be in wrting and be fied with the Banptcy Cour no later than 4:00
p.m. Eastern Time on April

14, 2010.

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); Petroca) Acquisition Corp. (6249); Pacific Energy Alaska Holdings,

LLC (ta 1.0. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021);

Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is I i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773..02\DOCS _LA:2 i 7276. i

Any objections or other responses to the Fift Omnibus Objection, if any, must
also be served, so that they are received not later than April

14, 2010 at 4:00 p.m. Eastern

Time, upon: (i) the Debtors' counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa
Monica Blvd., 11th Floor, Los Angeles, California 90067"4100, Attn: Scotta E. McFarland

(email: smcfarland(qpszjlaw.com) and (B) Pachulski Stag Ziehl & Jones LLP, 919 N. Market
St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. O'Neil (emaIl:
joneil(qpszjlaw.com); and (ii) counsel to the Official Committee of

Unsecured Creditors (the

"Committee"): Steptoe & Johnson, 1330 Connecticut Ave., N.W., Washington, DC 20036, Attn:

Fil Agusti (email: fagusti~steptoe.com).

A HEARG ON THE FIFTH OMNIBUS OBJECTION (THE "CLAIMS

HEARING") WILL BE HELD BEFORE THE HONORABLE KEVI J. CARY, CHIEF

UNITED STATES BANKRUPTCY JUDGE, 824 MARKT STREET, 5TH FLOOR,

COURTROOM 5, WILMINGTON, DELAWARE 19801, ON APRIL 21,2010 AT 3:00
P.M., ET. The Claims Hearing may be continued from time to time upon written notice to you
or oral anouncement in Cour.

If you file a response to the Fifth Omnibus Objection, you should be prepared to

argue that response at the Claim Hearing. You need not appear at the Claims Hearng if you do
not oppose the relief requested in the Fifth Omnbus Objection.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRAT THE RELIEF DEMANDED BY THE FIFTH OMNIBUS

OBJECTION WITHOUT FURTHER NOTICE OR HEARIG.

Each claimant who has filed a claim subject to the Fifth Omnibus Objection is

68773.002\DOCS_LA:2 i 7276. i 2

receiving a copy of the Fift Omnbus Objection. Each claimant should read the Fifth Omnibus
Objection, which describes the grounds for the objection to each claim set forth therein, and

should review the exhibits attached thereto, which lists all claims subject to the Fifth Omnbus
Objection.
Any response fied with the Cour must contain at a minimum the following:
a. a caption setting fort the name of the Court, the names of

the Debtors, the

case number and the title ofthis Fifth Omnibus Objection;

b. the name of the claimant and description of the basis for the amount of

the

claim;
c. a concise statement setting forth the reasons why the claim should not be

disallowed or reduced for the reasons set forth in the Fifth Omnibus Objection, including, but not

limited to, the specific factual and legal basis upon which the claimant wil rely in opposing the
Fifth Omnbus Objection;
d. all documentation or other evidence of the claim, to the extent not

included with the proof of claim previously fied with the Banptcy Cour, upon which the

claimant wil rely in opposing the Fifth Omnibus Objection at the Claims Hearng; and
e. the name, address, and telephone number of

the person (who may be the

claimant or the claimant's legal representative) possessing ultimate authority to reconcile, settle
or otherwse resolve the claim on behalf of the claimant.

Questions about the Fifth Omnibus Objection or requests for additional information about the proposed disposition of claims should be directed to counsel for the
Debtors at the address or telephone number set forth below.

68773-002\DCS_LA:2 i 7276. i 3

The Debtors reserve the right to object in the futue to any of

the proofs of claim

which are the subject of

this Fifth Omnibus Objection on any fuer or additional grounds to the

extent provided in DeL. Ban. L. R. 3007-1. Separate notice will be made and a separate hearing
wil be scheduled for any such objection.

Dated: March 22, 2010

PACHULSKI STANG ZIEHL & JONES LLP

Ira D. Kharasch (cA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. O'Neil (Bar No. 4042) Scotta E. McFarland (Bar No. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 31 0/652M4400

ld~/JJ6

Email: ikharsch~pszjlaw.com

mlitvak~pszyjlaw.com joneil~pszyjlaw.com smcfarland~pszjlaw.com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:217276. i

i !

Exhibit A
(No Liabilty ClaimslRedundant)

68773-002\DOCS_LA:2

I 7276. 1

No Liabilty, Redundant Objetlon

Name of Claimant
Kenai Peninsula Borough

Claim Number

Claim Amount

Reason for Dissallowane

Redundant. Claim amount

included in claim no. 465 fied by

344
$

3.247.84
163.138.24

Kenai Peninsula Borouah

351

the Slate of Alaska. Redundant. Claim amount included In claim no. 465 filed by the State of Alaska. Redundant. ClaIm filed against
Pacifc Energy Alaska Holdings.
the wrong debtor. Creditor filed

claim no. 385 against Pacifc Energy Resources, the correct

Stoel Rives LLP

386

4 107.50

debtor.
Redundant. Claim fried against Pacific Energy Alaska Operating, the wrong debtor. Creditor flIed claim no. 385 against Pacific Energy Resources. the correct

Stoel Rives LLP

387

4,107.50

debtor. Redundant. Claim flied against Pacifc Energy Resourcs, the

wrong debtor. Creditor filed claim no. 62 against Pacific Energy Alaska Operating, the correct

WANtech

61

812.50

debtor.

6877~002\DOCS_LA:217271v1

Exhibit B
(No LiabiItv ClaimslMisc.)

68773-002\DOCS_LA:217276.1

No Liabilty Objecon

Claim

Name of Claimant
Creditor
Addr2
355 Nort Lantana Suite #507

Claim Number

Amount
$7,500.00
No liability.

Reason for Dissallowance

FLSW Solutions

1 FLSW Solutions

,69

Addr1 ATTN: FREDERICK L WHITE

Addr3 Camarilo, CA 93010

Exhibit C
(Reduce and Allow Claims)

68773-002\DOCS_LA:2 i 7276.1

Reduce and Allow Claims

Modified Claim

Name of Claimant
Darren Katie

ClaIm Number

Claim Amount

Amount
360,000.00

Reason for Modffcatlon

Claim Included 2009 bonus WhIch

wa discretionary per employment

470
124

$ $

450,000.00
2,020.50

contrct
Included sales taes when
Claim Included 2009 bonus which was discretionary per employment

Lonii Beach hose & Coupllnii Co. Inc.

1.869.94 company Is tax exempt

Vladimir Katie

471

487,500.00 $

390.000.00 contract

IN THE UNITD STATES BANKRUPTCY COURT

~~ )

FOR THE DISTRICT OF DELAWARE

Chapter 1 I
)

PACIFfC ENERGY RESOURCES LTD., ei al.. 1 )

Debtors. ))
)

Case No. 09- i 0785(KJC) (Jointly Administered)

Objection Deadline: April 14,2010 at 4;00 p.m. ES

Hearing Date: March 24,2010 at 2:30 p.m. EST

DECLARATION OF JENNIR KURITZ IN SUPPORT OF DEBTORS' FIFTH

OMNIBUS OBJECTION (SUBSTANTIVE) TO CERTAIN CLAIMS (A) FOR WHICH THE DEBTORS HAVE NO LIABILITY; AND (8) WICH ARE OVERSTATED AND SHOULD BE REDUCED

I, Jennifer Kuntz, hereby declare that the following is tre to the best of

my

knowledge. inlonnation and belief:

I. I am the Treasurer for the Debtors and i am responsible for overseeing the

claims review and objection process in these chapter i 1 cases (the "Cases"). Except as otherwise
indicated, all statements in this Declaration are based upon my personal knowledge, my review

of the Debtors' books and records, relevant documents and other information prepared or collected by the Debtors' employees, professionals, or my opinion based on my expenence with

the Debtors' operations and financial condition. In making my statements based on my review
of the Debtors' books and records, relevant documents and other information prepared or

1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax ideniification number,
are: Pacific Energy Resources Ltd. (3442); Petraea! Acquisition Corp. (6249); Pacific Energy Alaska Holdings.

LLC (tax J.D. It not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021);
Cameros Energy. Inc. (9487); and Gotland Oil. Inc. (5463). The mailing address for all of the Debtors is I i 1 W. Ocean Boulevard. Suite 1240, Long Beach, CA 90802.

68773.002\DOC:U.i\:217327.1

collected by the Debtors' employees and/or professionals, I have relied upon these parties
accurately recording, preparng or collecting such documentation and other information.
2. I make this Declaration in support of the Debtors' Fifh Omnibus

Objection (Substantive) to Certain Claims (a)for Which the Debtors Have No LiabilTY; and (b)

Which Are Overstated and Should Be Reduced (the "Fifth Omnibus Objection"). r have
reviewed the Fifth Omnibus Objection and am, directly or through the Debtors' personnel,

familar with the information contained therein and in the exhibits annexed thereto. The Debtors
maintain books and records (the "Books and Records") which reflect, among other things, the

Debtors' liabilties and respective amounts owed to their creditors and r am famliar with the
Books and Records.
3. If I were called to testify as a witness in this matter, I could and would

competently t~stify to each of

the facts set forth herein based upon my personal knowledge,

review of documents, or opinion. I am authorized to submit this Declaration on behalf of the

Debtors. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto
in the Fifth Omnibus Objection.
4. Under my supervision, considerable resources and time have been

expended to ensure a high level of diligence in reviewing and reconciling the proofs of claim

tiled in these Cases. The claims and the related Books and Records were carefully reviewed and
analyzed by appropriate personnel resulting in the identification of the claims to which
objections are raised in the Fifth Omnibus Objection.

68773.(i2\DOCS_I.A:217327.1

The No Liabilty Claims

5. The Debtors object to the five (5) of No Liabilty Claims (Redundant) set

forth on Exhibit A attached to the Fifth Omnibus Objection on the grounds that each of the

claims is redundant of another claim fied against the Debtors. Claim Nos. 344 and 35 i fied by
Kenai Peninsula Borough are for taxes that are also part of Claim No. 465 and the Request for

Payment of Administrative Expenses filed by the State of Alaska. The taxes are to be paid to the
State of Alaska and the State is to pay the Kenai Peninsula Borough. Claim Nos. 344 and 351
are therefore redundant claims and should be disallowed.
6. Claim Nos. 386 and 387 fied by Stoel Rives LLP and Claim No. 61 fied

by W ANtech are fied against the wrong Debtor and are redundant of another claim filed by the

same claimant against the correct Debtor. Based upon a dilgent review of the these claims and
the Books and Records, the Debtors found no evidence to support the liabilty of PEAH or

PEAO for Claim No. 386 or Claim No. 387, respectively, or the liabilty of Pacific Energy
Resources Ltd. for Claim No. 61.
7. The Debtors also object to the No Liabilty Claim listed on Exhibit B

because the claimant, as the Debtors discovered, was not approved to enter into the contract that
is the basis of the claim and the contract was cancelled. The Debtors were advised by the

claimant that it would withdraw the claim but it has not done so.
The Reduce and Allow Claims
8. The Debtors object to the Reduce and Allow Claims on Exhibit C attached

to the Fifth Omnibus Objection for the reasons set fort below:

68773-002\DOCS_' .A:2 i 7327. i

a. Claim No. 124 fied by Long Beach Hose & Coupling Co., Inc.,

shou ld be reduced in the amounts shown in Exhibit C hereto because this Reduce and Allow
Claim includes sales tax and the Debtors were exempt from the payment of sales taxes. The

claims should be allowed in the modified amount set forth on Exhibit C.

b. Claim Nos. 470 and 471 fied by Daren Katie and Vladimir Katie,

respectively, should be reduced and allowed in the amount shown as the modified amount on

Exhibit C because the claims are for the rejection of employment contracts and include
discretionary bonuses that never came due and should not be included in the damage claims.
The discretionary bonus amounts included n these claims were not due as of the Petition Date
and were not par of the compensation that would have been paid in the year following the

Petition Date, iherefore, Claim Nos. 470 and 471 should be reduced and allowed in the reduced
amount shown on Exhibit C.

Pursuant to 28 V.S.C. 1746, I declare under the penalty of perjury that the foregoing is
true and correct.

March 22. 2010

~~
4

6873'(02\J)S_l.A:217327, I

IN THE UNITED STATES BANUPTCY COURT

In re: )

FOR THE DISTRCT OF DELA WAR

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et al., i )

Case No. 09-10785(KC)

(J ointly Administered)

Debtors. ))
)

Related to Docket No.

ORDER GRANTING DEBTORS' FIFTH OMNIBUS OBJECTION (SUBSTANTIVE) TO CERTAIN CLAIMS (A) FOR WHICH THE DEBTORS HAVE NO LIABILITY; AND (B) WHICH ARE OVERSTATED AND SHOULD BE REDUCED
Upon the Debtors' Fifh Omnibus Objection (Substantive) to Certain Claims (a)
for Which the Debtors Have No Liabilty; and (b) Which Are Overstated and Should Be Reduced
(the "Fifth Omnibus Objection"i of

the above.captioned debtors and debtors in possession

seeking entr of

an order disallowing the No Liabilty Claims, and the Reduce and Allow Claims

listed on Exhibits A, B and C attached to the Fifth Omnibus Objection; and no previous

application having been made; and upon consideration ofthe Fifth Omnibus Objection; and due
and proper notice ofthe Fift Omnbus Objection having been given, it is hereby

ORDERED that the Amended Claims listed on Exhibit A to the Fifth Omnbus
Objection are redundant claims are hereby disallowed; and it is further

i The Debtors in these cases, along with the last four digits of

each of

the Debtors' federal ta 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); Pacifc Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for a1l of the Debtors is 111 W.
2 Capitalized terms not defined herein are as defined in the Fifth Omnibus Objection.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

DOCS_l.A:217353.1

ORDERED that the No Liabilty Claim listed on Exhibit B to the Fifth Omnbus
Objection is hereby disallowed; and it is further

ORDERED that the Reduce and Allow Claims listed on Exhibit C to the Fifth Omnibus Objection are hereby reduced and allowed in the amount set forth in Exhibit C to the
Fifth Omnibus Objection; and it is fuher
ORDERED that this Cour shall retain

jurisdiction to hear and determine all

this Order.

matters arsing from the implementation of

Dated:

, 2010

The Honorable Kevin J. Carey Chief United States Banptcy Judge

DQCS_LA:2113S3.1 2