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Fure) : Debtors.)
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PACIFIC ENERGY RESOURCES LTD., et al., )
1
)
) )
Debtors. )
Cure Objection Deadline: October 27, 2009 at 4:00 p.m. Eastern Time Sale Hearing: November 3,2009 at 10:00 a.m. Eastern Time
AMENDED NOTICE TO COUNTERP ARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES THAT MAY BE ASSUMED AND ASSIGNED
PLEASE TAKE NOTICE that, on March 9, 2009, the above-captioned debtors and
debtors in possession (the "Debtors") commenced chapter 11 banptcy cases. On October 14,
2009, the Debtors fied the Debtors' Motion for an Order (a) Vacating This Court's Abandonment
Order in Part
for Certain Alaska Assets and (b) Authorizing the Debtors to Sell Such Assets to
Cook Inlet Energy, LLC (the "Reconsideration and Sale Motion,,)2 with the United States
Bankuptcy Cour for the District of Delaware (the "Bankruptcy Court"). A copy of
the
PLEASE TAKE FURTHER NOTICE that the Reconsideration and Sale Motion
seeks an order of the Bankptcy Court (1) vacating its Order Granting Alternative Motion of the
The Debtors in these cases, along with the last four digits of each Debtor's federal tax 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); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay
Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
the Debtors
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Reconsideration and Sale Motion.
68773-002\DOCS _LA:209271.4
Alaska (Excluding Trading bay) and Rejection of Executory Contracts Relating Thereto entered on
September 11,2009 (the "Abandonment Order") (Docket No. 876) as it relates to certain of
the
Sold Assets (as defined below) and (2) approval of (a) the sale by the Debtors to Cook Inlet
Pipeline, LLC (the "Buyer") of certain of
consisting generally ofPEAO's interests in leased oil and gas production and exploration assets
located in Alaska (and related assets) that were formerly operated by PERL or presently operated by
Aurora Gas, LLC (an entity that is unrelated to the Debtors), other than other certain oil and gas leases and related assets located in the Redoubt Unit as well as other Excluded Items (as defined in
the Purchase and Sale Agreement, which is attached to the Reconsideration and Sale Motion as
Exhibit A), and (b) the assumption by the Debtors and assignment to the Buyer of certain contracts and leases to be assumed by the Debtors and assigned to the Buyer at the closing of the proposed
sale pursuant to section 365 of the Banptcy Code, an AMENDED list of
which is attached
3
PLEASE TAKE NOTICE that the amount shown on Exhibit 1 attached to this
Notice as the "Cure Amount" for the Assumed Executory Contract listed on Exhibit 1 to which you
are a pary is the amount, based upon the Debtors' books and records, which the Debtors assert is
owed to cure any defaults existing under that Assumed Executory Contract as of the Petition Date.
I~ i ~
the relief requested in the Reconsideration and Sale Motion (among other things, to authorize the
3
The Buyer wil select the executory contracts from among the Assumed Executory Contracts listed on Exhibit 1 that it the Assumed Executory Contracts listed on Exhibit 1 wil necessarily be assumed.
2009, at 10:00 a.m. (Eastern time) before the Honorable Kevin 1. Carey, United States Banptcy
Judge, at the United States District Court for the District of
Courtroom 5, Wilmington, Delaware 19801. The Hearing may be adjoured from time to time
without fuher notice to creditors or paries in interest other than by announcement of the
shown for the Assumed Executory Contract on Exhibit 1 to which you are a pary, you must fie in
writing with the United States Bankptcy Court for the District of Delaware, 824 Market Street,
5th Floor, Wilmington, Delaware 19801, an objection to such Cure Amount on or before 4:00 p.m.
Eastern time on October 27, 2009. Ifa contract or lease is assumed and assigned pursuant to this
Court's order approving same, then unless you properly and timely file and serve an objection to
68773-002\DOCS_ LA:209271.4
the Cure Amount listed on Exhibit 1 to this Notice, you shall receive at the time of
the closing of
the sale (or as soon as reasonably practicable thereafter), the Cure Amount set forth herein (if any),
with payment (if any) made pursuant to the terms of the applicable purchase and sale agreement for
any Sold Assets.
PLEASE TAKE FURTHER NOTICE that if
party or to the Sale Motion, you also must file that objection in the manner and by the date and time
stated above. In addition, any objection must set forth the specific default or defaults alleged and
PLEASE TAKE FURTHER NOTICE that any objection so fied must be served so
as to be received by that same date and time upon the following parties: (i) the Debtors c/o Pacific
Energy Resources Ltd., 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA, Attn: Gerald A.
Tywoniuk, Chief
York, NY, Attn: Scott W. Winn, Senior Managing Director (email: swinn~zolfocooper.com) and
Mark A. Cervi (email: mcervi~zolfocooper.com); (b) the Debtors' investment banker, Lazard
Frres & Co. LLC, 600 Travis, Suite 2300, Houston, TX 77002, Attn: Robert L. Lynd (email:
robert.iynd~lazard.com); and (c) the Debtors' counsel (i) (A) Pachulski Stang Ziehl & Jones LLP,
10100 Santa Monica Blvd., 11th Floor, Los Angeles, California 90067-4100, Attn: Ira D. Kharasch
68773-002\DOCS_ LA:209271.4
19801, Attn: James A. O'Neil (email: joneil~pszjlaw.com); (ii) Rutan & Tucker, LLP, 611
Anton Blvd., 14th Floor, Costa Mesa, CA 92626, Attn: Gregg Amber (email:
gamber~rutan.com) and Cristy Parker (email: cparker~rutan.com); and (iii) Schully, Roberts,
Slattery & Marino, PLC, 1100 Poydras Street, Suite 1800, New Orleans, LA 70163, Attn: Anthony
C. Marino (email: amarino~schullyroberts.com); (d) 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); and (e) counsel to the
Debtors' secured lenders (the "Lenders"): (i) Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey S. Sabin (email: jeffrey.sabin~bingham.com); and (ii) Skadden,
Ars, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Ilinois 60606, Attn: Seth E.
of any Assumed Executory Contract. The Cour shall make its determinations concerning adequate
assurance of
future performance under the Assumed Executory Contracts pursuant to section 365(b)
of the Banptcy Code at the Hearing. Cure Amounts disputed by any counterparty will be
resolved by the Court at the Hearing. PLEASE TAKE FURTHER NOTICE THAT IF YOU DO NOT TIMELY FILE
AND SERVE AN OBJECTION AS STATED ABOVE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE SALE MOTION WITH NO FURTHER NOTICE.
I i
I i
68773-002\DOCS _ LA:20927 1 .4
5
I !
WHO DOES NOT FILE A TIMELY OBJECTION TO THE CURE AMOUNT FOR SUCH
Ira D. Kharasch (CA Bar No. 109084) James E. O'Neil (Bar No. 4042) Robert M. Saunders (CA Bar No. 226172) Scotta E. McFarland (Bar No. 4184) Kathleen P. Makowski (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(ipszjlaw.com
j oneil~pszyj law.
68773-002\DOCS _LA:209271.4
Exhibit 1
DEBT OR
ASSUMED EXECUTORY CONTRACT OR UNEXPIRED LEASE
CURE AMOUNT (AS OF OCTOBER 13, 2009)
COUNTERPARTY
Total
ACS P.O. Box 196666
PEAO
Office Landline and Internet
PrePetition
$3,585.00
$0.00
PostPetition
$1,411.00
$0.00
$4,996.00
PEAO
MHT-9300062, MHT-9300063
$0.00
PEAO
$174,782.00 $77,949.00
(billed
$96,833.00
Houston, TX 77043
Aurora Gas LLC 6051 North Course Drive Suite 200
PEAO
$0.00
$0.00
$0.00 $0.00
$0.00
PEAO
$0.00
5947
Branch of Realty
Bureau of Indian Affairs West-Central Alaska Field Office 3601 C Street, Suite 1100 Anchorage, AK 99503-
PEAO
$0.00
$0.00
$0.00
5947
Bureau of Land
PEAO
Management/ est
Foreland 222 W. 7th Ave, #13 Anchoraqe, AK 99513
PEAO
Bureau of Land
035017/West Foreland
Management/ est
Foreland
West Foreland # 1-West Foreland Field Compensatory Royalty Agreement (See same agreement below listed under
agreement
below listed
under the
,"
I ..?nJ_-.9~Wg__~ L:':~9_~~-i_~:!.___ _ ______________ -- - --------------- - ------- ----------------------- -- -- --------------- -------------------- - - ------ ------ - --------- -------- -------- -- ---/"
COUNTERPARTY
DEBT OR
State of
Natural Resources)
Alaska
Dept. of Natural
Resources)
Bureau of Land
PEAO
Management/ est
Foreland
222 W. 7th Ave, #13
Anchorage, AK 99513
West Foreland # 2-West Foreland Field Royalty Sharing Agreement (See same agreement below listed under the State of Alaska Dept. of Natural Resources)
agreement
below listed
(See same
under the
State of
Alaska
Dept. of Natural
Resources)
Cook Inlet Region, Inc. PO Box 93330
PEAO
Anchorage, AK 995099330
Cook Inlet Region, Inc. PO Box 93330
Oil & Gas Lease BLM-A035017/West Foreland (Land Owner) Includes BLM and $500,000 escrowed funds
$539,861.00 $36,064.00
$3,797.00
PEAO
$8,483.63
$8,483.63
$0.00
Anchorage, AK 995099330
Cook Inlet Region, Inc. PO Box 93330
easements
PEAO
Kustatan Trading Bay
$23,992.00 $23,992.00
$0.00
Subsurface Easement
Agreement along with related Kustatan Subsurface Easement dated December 5,
Anchorage, AK 995099330
Cook Inlet Spill
2002
PERL
Response Action Contract
$11,705.21
$11,705.21
$0.00
l, K L i
Prevention and
Response, Inc. P. O. Box 7314 Nikiski, AK 99635
ExxonMobil
3301 CSt # 400
PEAO
$0.00
$0.00
$0.00
Anchorage, AK 995033958
Escopeta Oil & Gas Corp. 5005 Riverway, Suite
PERL
and
PEAO PEAO
$0.00
$0.00
$0.00
$58.00
$58.00
$0.00
,,
I 1!~???_-_~?~\J?5?_~ _ _~ :~?,~? _1_~: l. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _u__ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
CURE AMOUNT
COUNTERPARTY
DEBT OR
PEAO
Copier Lease
$0.00
$0.00
$0.00
PEAO
Container Rentals
$809.32
PEAO
Printer Maintenance Contract
$809.32
$0.00
Soldotna, AK 99669
Lewis & Lewis
$1,053.93
PEAO
Oil & Gas Lease OCS-y01665 and OCS-Y-
$1,053.93
$0.00
$0.00
$0.00
$0.00
01664/Cosmopolitan
PEAO
Phone Maintenance
Inc.
$1,372.49
PEAO
Right-of-Way Annual Lease for Airstrip
$1,372.49
$0.00
Association
PO Box 2682
$0.00
$0.00
$0.00
Kenai, AK 99611
Salamatof Native
PEAO
Association
PO Box 2682
$50,000.00
$9,409.00
$40,591.00
Kenai, AK 99611
Salamatof Native
PEAO
Association
PO Box 2682
$8,485.00
$8,485.00
$0.00
Kenai, AK 99611
Spectra Logic
easements
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
/Cosmooolitan
PEAO
Oil & Gas Lease ADL 18730, ADL 18772, ADL 18777, ADL 17594, ADL 17579, ADL 21068, ADL 18716, ADL 17597, ADL 17602, ADL
$0.00
$0.00
$0.00
COUNTERPARTY
DEBT OR
ASSUMED EXECUTORY
CONTRACT OR UNEXPIRED LEASE portions of leases)
State of Alaska/Redoubt
PEAO
Kustatan
$2,889.00
$0.00
$2,889.00
PEAO
$0.00
$0.00
$0.00
Creek
PEAO
Oil & Gas Lease ADL-359111, ADL-359112/West McArthur
River Unit
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
AK 99811
State of
ADL-390549, ADL-
390735/West Foreland
PEAO
$0.00
$0.00
$0.00
Prospect
PEAO
$0.00
$0.00
$0.00
Ii i,
ADL-391108/Raptor Prospect
; !)
PEAO
$0.00
$0.00
$0.00
Juneau, AK 99811
State of Alaska/Pretty
PEAO
ADL-390749/Pretty Creek
$0.00
$0.00
$0.00
PEAO
ADL-47562/Point Thomson
$0.00
$0.00
$0.00
..
COUNTERPARTY
DEBT OR
ASSUMED EXECUTORY
CONTRACT OR UNEXPIRED LEASE
Juneau, AK 99811
State of Alaska/Olsen
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
PEAO
$0.00
$0.00
$0.00
Agreement
PEAO
Software License
$0.00
PEAO
Oil Sales Contract
$0.00
$0.00
$0.00
PEAO
Oil Spill
$0.00
$0.00
Responder/Coordinator Contract
PERL
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
COUNTERPARTY
DEBT OR
LEASE
US Bank
PEAO
Copier Lease
$1,520.53
$1,520.53
$0.00
PEAO
$0.00
$0.00
$0.00
Dallas, TX 75373-0587
, "
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