In Re:) : Debtors.)

IN THE UNITED STATES BANUPTCY COURT
In re: )
FOR THE DISTRICT OF DELAWAR

Chapter 11
)
)
PACIFIC ENERGY RESOURCES LTD., et al., 1 )
Debtors. )
Case No. 09-10785(KC) (Jointly Administered)

Related Docket No. 455
CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER GRATING ALTERNATIVE MOTION OF PACIFIC ENERGY ALASKA OPERATING LLC FOR AN ORDER AUTHORIZING ABANDONMENT OF INTERESTS IN OIL AND GAS PROPERTIES AT TRAING BAY, ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO
On June 16,2009, Pacific Energy Resources, et al. (the "Debtors") filed the
Alternative Motion of Pacifc Energy Alaska Operating LLC for an Order Authorizing
Abandonment of Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of
Executory Contracts Relating Thereto (Docket No. 455) (the "Motion").

The following objections were fied with the Court: (1) Limited Objection of
Union Oil Company of
California (Docket No. 572); (2) Memorandum and Supplemental

Union Oil Company of California (Docket No. 781) and Objection of
Objection of
the State of
Alaska (Docket No. 793) and the Debtors filed a Hearing Memorandum and Reply to
Supplemental Objection of Union Oil Company of
California at Docket No. 795.
A hearing on the motion was held September 1, 2009 at 10:00 a.m. As discussed
in Court, the Order on the Motion (the "Order") was to be submitted if
the proposed purchaser
under the order entered August 18,2009 at Docket No. 768, Order (1) Approving Sale of
the
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 the Debtors is ILL W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite 1240, Long Beach, CA 90802.
Debtors i Assets at Trading Bay, Alaska Free and Clear of Liens, Claims, Interests and
Encumbrances, (II) Assuming and Assigning Certain Executory Contracts and Unexpired
Leases; and (III) Granting Related Reliefwas not able to provide a financing commitment. No
financing commitment was received from the prospective purchaser.
The Debtors respectfully request that the Court enter the attached form of
proposed order at its earliest convenience. This order has been circulated among the parties in
interest and is acceptable to them.
Should the Court have any questions regarding the proposed order, the Debtors
stand ready to respond.
Dated: September 1, 2009
PACHULSKI STANG ZIEHL & JONES LLP
Ira. arasch (CA Bar No. 109084)
Sc a E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172)
James E. O'Neil (DE Bar No. 4042)
Kathleen P. Makowski (DE Bar No. 3648)

919 North Market Street, 17th Floor
P.O. Box 8705 Wilmington, DE 19899-8705

Telephone: 302/652-4100
Facsimile: 310/652-4400
Email: ikharasch(0pszjlaw.com
smcfarland(0pszjlaw.com rsaunders(0pszjlaw.com joneill(0pszjlaw.com kmakowski(0pszjlaw.com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS_DE:152683.1
IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR
In re:
) Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al.,i

Debtors.
) Case No. 09- 10785(KJC)

) Jointly Administered
)
Related to Docket No. 455
ORDER GRANTING ALTERNATIVE MOTION OF PACIFIC ENERGY ALASKA OPERATING LLC FOR AN ORDER'AUTHORIZING ABANDONMENT OF INTERESTS IN OIL AND GAS PROPERTIES AT TRAING BAY, ALASKA AND REJECTION OF EXECUTORY CONTRACTS RELATING THERETO
Pacific
This matter came before the Cour on the motion (the "Motion,,)2 of
Energy Alaska Operating LLC ("PEAO"), one of the above-captioned debtors and debtors in
possession (together with PEAO, the "Debtors"), for entry of an order: (a) pursuant to section
554 of
the Bankptcy Code, authorizing PEAO to abandon its interests in oil and gas properties
the Alaska coast commonly referred to as "Trading Bay" as set forth in
located in an area off
Exhibit A hereto (the "Abandoned Assets"); and (b) pursuant to section 365 of
the Banptcy
Code, authorizing PEAO to reject certain executory contracts relating to the Abandoned Assets
identified on Exhibit A hereto (together, the "Rejected Contracts"). The Motion was fied in the
alternative and solely in the event that PEAO was unable to effectuate a sale of any or all of its
interests in Trading Bay. PEAO submits that the Abandoned Assets are burdensome and of
1 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
mailing address for all of
2 Capitalized term not otherwise defined herein shall have the meanings set fort in the Motion.
(7021); San Pedro Bay Pipelie Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCS _DE: 151550.7
inconsequential value or benefit to PEAO's estate given that no sale transaction involving such
assets could be consumated. Having reviewed the Motion and having considered the
objections thereto, the Court finds that (a) the Court has jurisdiction over this matter pursuant to
28 US.C. 157 and 1334, (b) this is a core proceeding pursuant to 28 US.c. 157(b)(2)(A)
and (L), (c) venue of
these chapter 11 cases in this District is proper pursuant to 28 US.C.
1408 and 1409, and (d) notice of the Motion was suffcient under the circumstances, and the
Court having determined that the legal and factual bases set forth in the Motion establish cause
for the relief sought therein, and it appearng that the relief requested is in the best interest of
PEAO, its estate, creditors, and other parties in interest, it is hereby:
ORDERED that the Motion is Granted as modified hereby and any objections to
the Motion not addressed herein are overrled; and it is fuher

ORDERED that PEAO is authorized to abandon and is deemed to have
abandoned the Abandoned Assets pursuant to section 554 ofthe Bankptcy Code; and it is
further
ORDERED that PEAO is authorized to reject and is deemed to have rejected the
Rejected Contracts pursuant to section 365 of
the Bankptcy Code; and it is fuher
ORDERED that nothing in this Order shall determine the party or parties who
wil gain title to the Abandoned Assets, or may be responsible for any obligations arising under
or in connection with the Abandoned Assets, upon abandonment by PEAO' s estate, provided,
however, that title in the Abandoned Assets shall not vest in any ofthe DIP Lenders or
2
68773-002\DOCS _DE: 151550.7
Prepetition Secured Lenders;3 and it is further

ORDERED that nothing in this Order shall affect any and all rights of
the State of
Alaska, Union Oil Company of California ("Union"), or any other party in interest to assert a
claim against PEAO or its estate relating to the Abandoned Assets or the Rejected Contracts, and
any and all rights ofPEAO or its estate to contest such claims are expressly preserved, provided
that any claims against PEAO or its estate relating to the Abandoned Assets or the Rejected
Contracts shall be fied no later than thirty (30) days following the date of entry of
this Order to
the extent not already fied; and it is further

ORDERED that this Order does not affect, and is without prejudice to, any rights
or claims of
the estates, Union, or any other pary in interest in, and all rights are expressly
reserved with respect to: (a) the segregated proceeds paid ( or payable) to the Debtors by prior
order of the Court on account ofPEAO's share of
production from Trading Bay from and after
the commencement of
these cases (these proceeds currently total approximately $5.5 million)
which are the subj ect of a pending adversary proceeding styled Union Oil Company of California
v. Pacifc Energy Alaska Operating, LLC and Silver Point Finance, LLC (Adv. Proc. A-09-
51066), or (b) any other reserve accounts created by prior order of this Court; and it is further
ORDERED that this Order does not affect any rights that the Debtors may have in
oil and gas leases or any other assets that relate to areas outside Trading Bay; and it is fuher
Final Order Pursuant To 11 u.s.e. 105,361,362,363,364,365 And priority Postpetition Financing; (2) Authorizing Use Of Cash Collateral; priority Administrative Expense Status; (4) Granting Adequate Protection; (3) Granting Liens And Providing Super And (5) Modifing Automatic Stay (Docket No. 415).
507: (1) Approving Senior Secured Super
3 Both term as defined in that certain
3
68773-002\DOCS _DE: 151550.7
ORDERED that this Cour shall retain
jurisdiction to hear and determine all
matters arising from or relating to this Order; and it is further

ORDERED that, subject to the sixth decretal paragraph of
this Order, the
automatic stay and all stays against lien or contract enforcement are hereby dissolved with
respect to the Abandoned Assets.
Dated: September _, 2009
The Honorable Kevin J. Carey
UNITED STATES BANUPTCY JUGE
4
68773-002\DOCS_ DE: 151550.7
Exhibit A to
Order Granting Alternative Motion of Pacifc Energy Alaska Operating LLC
For an Order Authorizing Abandonment of Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of Executory Contracts Relating Thereto (the "Order"))
THE ABANDONED ASSETS
TRADING BAY UNIT

Union PEAO
53.2% 46.8%
The Abandoned Assets include PEAO's working interests in the leases referenced below.
Unitized portions only as described herein; the Abandoned Assets do not include acreage in the following leases that is not unitized in the Trading Bay Unit and not described below.
Lease/Lessor
State of Alaska ADL 18730
Original Lessee (interest delineated in description assigned to PEAO) Union Oil Company
of California and The Ohio Oil Company
Lease Date
Property Description
10/1/1962
Trading Bay Unit, Tract 11
T. 9 N., R. 13 W., Seward Meridian, Alaska
As to a 46.80000% working interest in 2,880.00 acres, more or less, and described as follows:
Section 26:
Section 27: Section 28: Section 33: Section 34:
WL/2 All; All; All; All;
Pertains to land below 10,600 feet, below
the Grayling Gas Sands.
Section 26:
Section 27:
WL/2, 320.00 acres; E1I2, 320.00 acres;
i Capitalized terms not defined herein shall have the meaning set forth in the Order.
68773-002\DOCS _DE: 151840.4
Lease/Lessor
Original Lessee
Lease Date
(interest delineated in description assigned to PEAO)

Section 34: El/2, SW4, 480.00 acres;;
Pertains to land from the surface to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
Section 26:
WL/2, 320.00 acres;
Section 27: El/2, 320.00 acres; Section 34:
El/2, SW4, 480.00 acres;;
Pertains to the interval known as the Grayling Gas Sands located between 1,780 feet MD and 10,128 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
The Atlantic Refining 9/1/1962 Company
As to a 46.80% working interest in 1,600 acres, more or less, and described as follows:
Section 15: Section 22:
Section 23:
All; All; WL/2
Pertains to all depths excluding the Grayling Gas Sands Formation.
68773-002\DOCS_DE:I 5 i 840.4
2 of 15
Lease/Lessor
Original Lessee (interest delineated in description assigned to PEAO) Union Oil Company of California and The Ohio Oil Company
Lease Date
10/1/1962

Section 5: All; Section 6: All; Section 7: All;
Section 8: All; Section 18: All

Pertains to land below 10,600 feet, below the Grayling Gas Sands. As to a 46.80000% working interest in 1,365.00 acres, more or less, and described as follows:
Section 7: Wl/2, SE4, 442.00 acres;
Section 8: SI/2, 320.00 acres;
Section 18: All, 603.00 acres;

Pertains to land from the surface to a depth of 1,780 feet MD in the Trading Bay Unit K-2 Well or its stratigraphic equivalent.
Section 7: WL/2, SE4, 442.00 acres;

Section 8: S 1/2, 320.00 acres;

Pertains to the interval known as the Grayling Gas Sands located between 1,780 feet MD and 10,128 feet MD in the
68773-002\DOCS_DE: 151 840.4
3 of 15
Lease/Lessor
Ori2inal Lessee (interest delineated in description assigned to PEAO)
Lease Date
Trading Bay Unit K-2 well or its stratigraphic equivalent.
The Atlantic Refining Company
9/1/1962

As to a 46.80000% working interest in 796.00 acres, more or less, and described as follows:
Section 18: SE4, 160.00 acres; Section 19: All, 636.00 acres;
land from the surface to the top of the Grayling Gas Sands or to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
Pertains to all
Section 18: SE4, 160.00 acres;
Pertains to the Grayling Gas Sands defined as the interval in the Trading Bay Unit K-2 Well between the measured depths of
1,780 feet and 10,128 feet or its
stratigraphic equivalent.
Section 18:
Section 19:
SE4, 160.00 acres: All, 636.00 acres;
68773-002\DOCS_DE: 151840.4
4 of 15
Lease/Lessor
Original Lessee (interest delineated in description assigned to PEAO)
Lease Date
Union Oil Company of California and The Ohio Oil Company
3/1/1962
Pertaining to all depths below the Grayling Gas Sands or below 10,125 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent. Trading Bay Unit, Tract 3
Section 16: Section 17: Section 20:
All;
SI/2, NE ~;
All;
Section 21: All; Section 29: All; Section 30: All; Section 31: All; Section 32: All;
Pertains to land below 10,600 feet, below
the Grayling Gas Sands.
WL/2, NE4, 480.00 acres; S 1/2, NE4, 480.00 acres; Section 20: W1/2, NE4 480.00 acres; Section 30: All, 637.00 acres; Section 31 : WL/2, 319.00 acres;
Pertains to land within the Trading Bay Unit Tract 3 and from the surface down to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
As to a 50.00000% working interest in
68773-002\OOCS_DE: 151840.4
5 of 15
Lease/Lessor
Original Lessee
Lease Date

2,396.00 acres, more or less, and as described as follows:
W1I2, NE4, 480.00 acres; SI/2, NE4, 480.00 acres; Section 20: W1I2, NE4, 480.00 acres; Section 30: All 637.00 acres; Section 31 : W1I2 319.00 acres;
Pan American Petroleum
2/1/1962

Section 4: All;
Section 9: WL/2;
Section 16: NWI/4; Section 17: All; Section 20: Nl/2, SWI/4;
Pertains to land from the surface down to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
As to a 46.80% working interest in 2,240 acres, more or less, and described as follows:
Section 4: All;
Section 9: WL/2; Section 16: NW1I4;
68773-002\DOCS _DE: i 51840.4
6 of 15
Lease/Lessor
Original Lessee
Lease Date

Section 17:
All;
Section 20:
Nl/2, SWI/4;
Pertains to land below the Grayling Gas Sands, or 10,128 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
Arco
7/1/1963
T. 9 R. 14 W., Seward Meridian, Alaska

As to a 46.80% working interest in 160.00 acres more or less, and described as follows:
Section 24:
SE4 160.00 acres;
Pertains to land from the surface to the top of the Grayling Gas Sands or to a depth of 1,780 feet MD in the Trading Bay Unit K2 well or its stratigraphic equivalent. As to a 46.80% working interest in 160.00 acres more or less, and described as follows:
Section 24:
SE4 160.00 acres;
Pertains to all depths below the Grayling Gas Sands or below 10,125 feet MD in the trading Bay Unit K-2 well or its stratigraphic equivalent.
Lloyd Powers
9/1/1962
As to a 46.80% working interest in 462.50 acres more or less, and described as follows:
68773-002\DOCS_DE:I 51 840.4
7 of 15
Lease/Lessor
Original Lessee (interest delineated in description assigned to PEAO)
Lease Date
Section 19: N2, SE4 462.50 acres;

Pertains to land from the surface to a depth of 1,780 feet MD or its stratigraphic equivalent in the Trading Bay Unit K-2 well. As to a 46.80% working interest in 462.50 acres more or less, and described as follows:
Section 19:
N2, SE4 462.50 acres;
Pertains to land below 10,128 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
Pan American
Petroleum Corp.
2/1/1962

Section 1: E2, 320.00 acres,
Section 12: E2, 320.00 acres;
Pertains to land from the surface down to the top of the Grayling Gas Sands or to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or the stratigraphic equivalent.
68773-002\DOCS_DE: 151840.4
8 of 15
Lease/Lessor
Original Lessee
Lease Date

Pertains to land below the Grayling Gas Sands or below 10,128 feet MD in the Trading Bay Unit K-2 well or the stratigraphic equivalent. State of Alaska ADL 18731
10/1/1962
Section 8: SI/2SEI/4, NE1I4SEI/4, 120

acres; Section 9: SE1I4SE1I4, Wl/2SWI/4, 120 acres;
Section 10: SWl/4NE1I4, SEl/4NWl/4, SWI/4, Wl/2SEI/4, 320 acres;

Section 8: SI/2SEI/4, NEl/4SEl/4, 120

acres;
Section 9: SEl/4SEl/4, WL/2SWI/4, 120

acres;
Section 10: SWl/4NE1I4, SEl/4NW1I4, SWI/4, WL/2 SE1I4, 320 acres;

Pertains to the interval known as the Grayling Gas Sands located between 1,780 feet MD and 10,128 feet MD in the
68773-002\DOCS _DE: i 51840.4
9 of 15
Lease/Lessor
Original Lessee
Lease Date

Trading Bay Unit K-2 well or its stratigraphic equivalent.
Section 8: SlI2SE1I4, NEl/4SEl/4, 120

acres;
Section 9: SEl/4SE1/4, W1/2SW1I4, 120

acres;
Section 10: SWl/4NE1/4, SEl/4NW1/4, SWI/4, W1/2SEl/4, 320 acres;

Pertains to land below the Grayling Gas Sands or below 10,128 feet MD in the Trading Bay Unit K-2 well or the stratigraphic equivalent.
Shell Oil Company
9/1/1962
E2, 320.00 acres; NE4, 160.00 acres;
As to a 46.80000% working interest in 480.00 acres, more or less, as described as follows:

Section 25:
E2, 320.00 acres;
68773-002\DOCS_DE: 151 840.4
10 of 15
Lease/Lessor
Original Lessee
Lease Date

Section 36: NE4, 160.00 acres;
Pertains to land below the Grayling Gas Sands or below 10,128 feet MD in the Trading Bay Unit K-2 well or the stratigraphic equivalent.
TRADING BAY FIELD

The Abandoned Assets include PEAO's working interest in the lease referenced below. PEAO has an interest in 3,840 gross developed acres in the single oil and gas lease (ADL-18731) that comprises the Trading Bay Field, 560 acres of which are committed to the Trading Bay Unit as Tract 12 in the Hemlock Participating Area in which it has a 46.8% working interest.
Lease/Lessor
Original Lessee
Lease Date

10/1/1962
Trading Bay Field
T. 9 N., R. 13 W., Seward Meridian, Alaska As to a 46.80000% working interest in 3,280.00 acres, more or less, and described as follows:
All, 640.00 acres; All; 640.00 acres; All; 640.00 acres; N2, SW4, NW4SE4; 520.00
acres; Section 9: N2, E2SW4, W2SE4, NE4SE4; 520.00 acres
Section 10: N2N2, SW4NW4, SE4NE4, E2SE4; 320.00 acres
Pertains to land from the surface to a depth of 1,780 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
As to a 50.00000% working interest in
68773-002\DOCS _DE: i 5 i 840.4
11 of15
Lease/Lessor
OriiiJnal Lessee (interest delineated in description assigned to PEAO)
Lease Date
3,280.00 acres, more or less, and described as follows:

All, 640.00 acres; All; 640.00 acres; All; 640.00 acres; N2, SW4, NW4SE4; 520.00
acres; Section 9: N2, E2SW4, W2SE4, NE4SE4; 520.00 acres Section 10: N2N2, SW4NW4, SE4NE4, E2SE4; 320.00 acres
As to a 46.80000% working interest in 3,280.00 acres, more or less, and described as follows: Section 3: All, 640.00 acres; Section 4: All; 640.00 acres; Section 5: All; 640.00 acres;
Section 8: N2, SW4, NW4SE4; 520.00 acres; Section 9: N2, E2SW4, W2SE4, NE4SE4; 520.00 acres Section 10: N2N2, SW4NW4, SE4NE4, E2SE4; 320.00 acres
Pertains to land below the Grayling Gas Sands or below 10,128 feet MD in the Trading Bay Unit K-2 well or its stratigraphic equivalent.
68773-002\DOCS_DE: i 51840.4
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INFRASTRUCTURE AND FACILITIES
The Abandoned Assets include: PEAO's interest in the "Trading Bay Production Facility," including all right, title and interest in and to all fee land, easements, surface rights, rights of way, tidelands leases, permits, and access rights used or formerly used in connection with the Trading Bay Unit, as well as all pipelines, flowlines, plants, gathering and processing systems,
buildings, vehicles, compressors, meters, tanks, machinery, tools, pulling machines, utility lines, personal property, all computer and automation equipment located in proximity to the Trading Bay Unit and/or Trading Bay Field (including SCADA equipment and Rosemont transmitters, telecommunications equipment, field radio telemetry and associated frequencies and licenses, pressure transmitters and central processing equipment that is used primarily in connection with
the ownership or operation of the Trading Bay Unit and/or Trading Bay Field), equipment, fixtures, and improvements and other appurtenances, on or to, the Trading Bay Unit and/or the Trading Bay Field, excluding PEAO's gathering lines which deliver oil or gas to regulated
common carrer pipelines which are appurtenant to the Trading Bay Production Facility.
The Abandoned Assets include any and all infrastructure, pipelines and facilities associated with the Trading Bay Unit and specifically the following:
4 platforms with 5 drilling rigs Wells: 28 total
Dolly Varden Platform, associated infrastructure, pipelines and the following wells: D-6RD
D- 7RD2
D-ll
D-17RD D-20 0-34AH
D-41 0-42 D-48
Grayling Platform, associated infrastructure, pipelines and the following wells: G-2RD G-3RD2 G-8RD-S
G-8RD- L
G-ll
G-15RD G-21RD G-24 G-25 G-27 G-32 G-33-S
68773-002\DOCS_DE: 151840.4
13 of 15
King Salmon Platform, associated infrastructure, pipelines and the following wells: K-2RD K-3RD K-6RD K-9
Steelhead Platform, associated infrastructure, pipelines and the following wells: M-25 M-27 M-30
The Abandoned Assets include any and all infrastructure, pipelines and facilities associated with the Trading Bay Field and specifically the following:
1 monopod platform with drillng rig

Wells: 17 producing wells
Monopod Platform, associated infrastructure, pipelines and the following wells: A-IRD A-2
A-3
A-4 A-6 A-7 A-8 A-9RD
A-I0 A-II
A-13 A-14 A-15RD2
A -16RD
A -I7RD A-18A-19 A-20RD A-21 A-22 A-23 A-24RD A-25 A-27RDI A-28RD A-29 A-30 A-32
68773-002\DOCS_DE: i 51840.4
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REJECTED CONTRACTS
1. Forcenergy - Unocal Participation Agreement, Cook Inlet, Alaska, effective December 12, 1996.
2. Forcenergy-Union Oil Amended and Restated Exploration Agreement, Cook Inlet, Alaska, dated November 1,1999.
3. Unit Agreement for the Development and Operation of
the Trading Bay Unit Area, State
of Alaska, as amended, dated February 6, 1967.
4. Unit Operating Agreement, Trading Bay Unit, Cook Inlet, Alaska, by and between Union
Oil Company of California and Marathon Oil Company et aI, as amended and
supplemented, dated February 27, 1967.
5. Unocal/Forest Oil Alignent Agreement Trading Bay Field/Trading Bay Unit, effective January 1,2002.
6. Fuel Gas Supply Agreement, between Union Oil Company of
California and Forest Oil
Corporation, dated November 25, 2002.

7. Operating Agreement, Trading Bay Field, Cook Inlet, Alaska, by and between Union Oil
Company of
California and Marathon Oil Company, as amended, dated June 12,1996.
68773-002\DOCS _DE: 151840.4
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IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

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

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

Executory Contracts Relating Thereto (Docket No. 455) (the "Motion").

Union Oil Company of

California (Docket No. 572); (2) Memorandum and Supplemental

California at Docket No. 795.

the proposed purchaser

PACHULSKI STANG ZIEHL & JONES LLP

Ira. arasch (CA Bar No. 109084)

Kathleen P. Makowski (DE Bar No. 3648)

P.O. Box 8705 Wilmington, DE 19899-8705

smcfarland(0pszjlaw.com rsaunders(0pszjlaw.com joneill(0pszjlaw.com kmakowski(0pszjlaw.com

IN THE UNITED STATES BANUPTCY COURT

PACIFIC ENERGY RESOURCES LTD., et al.,i

) Case No. 09- 10785(KJC)

located in an area off

68773-002\DOCS _DE: 151550.7

these chapter 11 cases in this District is proper pursuant to 28 US.C.

the Motion not addressed herein are overrled; and it is fuher

the Bankptcy Code; and it is fuher

Prepetition Secured Lenders;3 and it is further

the extent not already fied; and it is further

production from Trading Bay from and after

these cases (these proceeds currently total approximately $5.5 million)

3 Both term as defined in that certain

ORDERED that this Cour shall retain

jurisdiction to hear and determine all

matters arising from or relating to this Order; and it is further

this Order, the

Dated: September _, 2009

The Honorable Kevin J. Carey

UNITED STATES BANUPTCY JUGE

TRADING BAY UNIT

State of Alaska ADL 18730

Trading Bay Unit, Tract 11

T. 9 N., R. 13 W., Seward Meridian, Alaska

Section 27: Section 28: Section 33: Section 34:

WL/2 All; All; All; All;

Pertains to land below 10,600 feet, below

the Grayling Gas Sands.

WL/2, 320.00 acres; E1I2, 320.00 acres;

68773-002\DOCS _DE: 151840.4

(interest delineated in description assigned to PEAO)

WL/2, 320.00 acres;

Section 27: El/2, 320.00 acres; Section 34:

El/2, SW4, 480.00 acres;;

The Atlantic Refining 9/1/1962 Company

Trading Bay Unit, Tract 14

T. 9 N., R. 13 W., Seward Meridian, Alaska

All; All; WL/2

Pertains to all depths excluding the Grayling Gas Sands Formation.

State of Alaska ADL 18729

Trading Bay Unit, Tract 10

Section 8: All; Section 18: All

Section 18: All, 603.00 acres;

Section 7: WL/2, SE4, 442.00 acres;

Section 18: All, 603.00 acres;

68773-002\DOCS_DE: 151 840.4

Ori2inal Lessee (interest delineated in description assigned to PEAO)

Trading Bay Unit K-2 well or its stratigraphic equivalent.