IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.

, Debtors )
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Re: Docket No. 1670

) )
)

CERTIFICATION OF COUNSEL REGARDING STIPULATION RESOLVING CLAIM NUMBER 505 FILED BY GENERAL PETROLEUM CORPORATION AGAINST PACIFIC ENERGY RESOURCES LTD.

The undersigned hereby certifies that: On July 1, 2010 the Debtors filed the Debtors Objection to Allowance of Claim No. 505 Filed by General Petroleum Corporation or, in the Alternative, Request to Reclassify a Portion of Such Claim (Docket No. 1670). 2. Pacific Energy Resources Ltd. ("PERL") and General Petroleum

Corporation ("GP") have entered into a Stipulation (the "Stipulation") resolving the objection of the Debtors to Claim Number 505 filed by GP against PERL. 3. A copy of the Stipulation and the Proposed Order (the "Order") are

attached to this certification 4. The parties hereby request the Court enter the attached Order approving

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); 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 mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCSDE: 164104.1

the Stipulation resolving the objection of GP against PERL. Dated: September 30, 2010 PACHULSKI STANG ZIEHL & JONES LLP

Lau Iavis Jones (Bar No. 2436) Ira 1,4harasch (CA Bar No. 109084) James E. ONeill (DE Bar No. 4042) ScottaE. McFarland (DE Bar No. 4184, CA Bar No. 165391) 919 North Market Street, 17 " Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharaschpszjlaw.com joneillpszjlaw.com smcfarland@pszjlaw.com Counsel for Debtors and Debtors in Possession.

68773-002\DOCS_DE: 164104.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., I ) ) Debtors
)

)
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Related Docket No. 1670

ORDER APPROVING STIPULATION RESOLVING CLAIM NUMBER 505 FILED BY GENERAL PETROLEUM CORPORATION AGAINST PACIFIC ENERGY RESOURCES LTD. Upon consideration of the Stipulation Resolving Claim Number 505 Filed by General Petroleum Corporation Against Pacific Energy Resources Ltd. (the "Stipulation") resolving the objection of for the purpose of resolving the objection of the Debtors to Claim Number 505 filed by GP against PERL 2 it is hereby

ORDERED THAT: 1. The Stipulation, a copy of which is attached hereto as Exhibit A, is approved.

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); 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 mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

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

68773-002\DOCSDE: 164104.1

2.

This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of the Stipulation and this Order.

Dated: October _____, 2010.

The Honorable Kevin J. Carey Chief United States Bankruptcy Judge

68773-002\DOCSDE: 164104.1

Exhibit A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtor.

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Related to Docket No. 1670 STIPULATION RESOLVING CLAIM NUMBER 505 FILED BY GENERAL PETROLEUM CORPORATION AGAINST PACIFIC ENERGY RESOURCES LTD.
This stipulation is entered into by and between (a) General Petroleum Corporation ("GP" or the "Claimant") and (b) the above captioned debtors and debtors in possession (the "Debtors"), for the purpose of resolving the objection of the Debtors to Claim Number (defined hereafter) filed by GP against Pacific Energy Resources Ltd. ("PERL"). 505

WHEREAS, GP sent a letter dated March 26, 2009 to Mr. Gerry Tywoniuk, the
Chief Financial Officer of PERL, demanding the return of all fuel sold by GP to PERL during the period referenced in UCC section 2-702 and section 546(c) of the Bankruptcy Code, including goods reflected in the invoices attached to that letter.

WHEREAS, on May 5, 2009, the United States Bankrutpcy Court for the District
of Delaware (the "Court") entered the Order (a) Fixing the Procedures and Deadlines to File Proofs of Claim, (b) Approving the Form and Manner of Notice of Bar Dates, and (c) Granting

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 I.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 all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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Related Relief (Docket No. 277) ("Bar Date Order"). The Bar Date Order established, among other inapplicable bar dates, the bar date of June 23, 2009, for claims arising prior to the March 9, 2009 petition date, which includes administrative expenses against the Debtors estates arising under Bankruptcy Code section 503(b) (9) (the "General Bar Date"). WHEREAS, on June 19, 2009, GP sent from its counsels office located in Los Angeles, California, a proof of claim in the total amount of $269,504- 17, identified as claim number 418 ("Claim 418"), via first class mail to the Debtors claims agent located in Los Angeles, California. GP also sent via overnight delivery Claim Number 418 to the Clerk of the Court, which was received and filed on June 22, 2009. Claim 418, however, was not processed by Omni Management Group, LLC, the official claims agent for the Debtors, until June 24, 2009. WHEREAS, on February 17, 2010, GP amended Claim Number 418 by filing against the Debtors a proof of claim in the amount of $259,598.53, identified as claim number 505 ("Claim Number 505"). Claim Number 505 is based on the sale of fuel to PERL and asserts (i) a section 503(b)(9) priority claim in the amount of $103,867.56, (ii) a section 546(c) reclamation claim in the amount of $154,803.28 and (iii) a general unsecured claim in the amount of $927.69. WHEREAS, on February 17, 2010, GP also filed the Notice of Reclamation Demand of General Petroleum Corporation [Docket No. 1331]. WHEREAS, on June 28, 2010, the Debtors filed the Debtors Objection to Allowance of Claim No. 505 Filed by General Petroleum Corporation or, in the Alternative,

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Request to Reclassify a Portion of Such Claim (the "Objection") [Docket No. 1670] alleging that Claim Number 505 should be disallowed in its entirety as late filed, or, in the alternative that the portion of Claim Number 505 asserted as a section 546(c) reclamation claim in the amount of $154,803.28 should be reclassified as a general unsecured claim. WHEREAS, GP disputes the relief sought in the Objection and that Claim Number 505 was late filed. WHEREAS, the parties entered into negotiations in an attempt to resolve the Objection to Claim Number 505 and have reached an agreement. WHEREFORE, the parties stipulate and agree as follows: 1. Claim Number 505 shall be allowed as a section 503(b)(9) administrative

expense claim in the amount of $103,897.56 against PERL and as a general unsecured claim in the amount of $155,730.97 against PERL. 2. GP shall not assert or be allowed any claims against any of the Debtors

other than Claim Number 505 or as otherwise specifically set forth above in this Stipulation. 3. Notwithstanding anything contained in this Stipulation, nothing herein

shall be construed as a waiver of (a) any rights that the Debtors or the estates may have to bring and procecute avoidance actions under the applicable sections of the Bankruptcy Code and/or applicable non-bankruptcy law, including, but not limited to, Chapter 5 of the Bankruptcy Code, against GP, (b) any rights that the Debtors or the estates may have to file an objection to Claim Number 505 under section 502(d) of the Bankruptcy Code, and (c) any defenses that GP may have to any avoidance action or claim objection filed by the Debtors or the estates.

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4.

This stipulation is in settlement of a disputed claim. Nothing herein is

deemed to be an admission or can be used as evidence against the Claimant or the Debtors in any other proceeding. The terms of this Stipulation have been negotiated by and between the parties and shall not be construed against any party hereto. Each party has (1) carefully read and understands the scope and effect of each provision; and (2) consented to and executed this Stipulation freely and without fraud, coercion, duress or undue influence. Each party shall bear its own costs and expenses, including attorneys fees, in connection with the negotiation, preparation and performance of this Stipulation. 5. This Stipulation shall inure to the benefit of, and shall be binding upon,

the successors and assigns of the parties, and each of them. No amendment of any provision of this Stipulation shall be effective unless it is in writing and signed by the parties, and no waiver of any provision of this Stipulation, and no consent to any variation thereof, shall be effective unless it is in writing and signed by the party against whom such waiver is asserted, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 6. This Stipulation sets forth the entire agreement and understanding between

the parties relating to the matters covered herein and supersedes all other prior agreements, discussions and documents, if any, related to the subject matter hereof. No party shall be bound by any terms, conditions, definitions, understandings or representations with respect to the subject matter hereof, other than as expressly provided for herein, except as may hereafter be agreed to in a writing signed by the applicable parties. The recitals are incorporated into and

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made part of this Stipulation. This Stipulation may be signed in counterpart originals, which, when fully executed, shall constitute a single original. Any signature delivered by a party by facsimile transmission or by electronic means shall be deemed an original signature hereto. 7. The effectiveness of this Stipulation is conditioned upon its approval by

Bankruptcy Court. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation. Dated: September , 2010

GENERAL P1TROLEUM CORPORATION

By: Ne/Title:
/274f
,

eiv-r

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Dated: September

2010

PACIFIC ENERGY RESOURCES LTD.

By: _
/ ~ /I/1, 2: ~ I =- Geryy Tyoniu1c Acting Chief Executive Officer

Dated: September, 2010

PACIFIC ENERGY ALASKA HOLDINGS, LLC

By: _______________________ Gerry 1yfrniuk Acting Chief Executive Officer

Dated: Septernber, 2010

PACIFIC ENERGY ALASKA OPERATING LLC

By:_________ Gerryfywoniuk Acting Chief Executive Officer

Dated: September, 2010

PETROCAL ACQUISITION CORP.

By:___________ Gerry tyoniuk Acting Chief Executive Officer

Dated: September4 2010

CARNEROS ACQUISITION CORP.

By:_________ Gerry T?woniuk Acting qhief Executive Officer

14 -

(BAY:01625582v4)

Dated: September, 2010

CARNEROS ENERGY, INC.

By: Gerry Tyw6nitk Acting Chief Ixecutive Officer

Dated: September

2f

2010

GOTLAND OIL, INC.

Acting Chie Executive Officer

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