IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1

)
)

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

) Liquidating Debtors. )
)

Objection Deadline: October 22, 2011 at 4:00 p.m. EST Hearing Date: November 16, 2011 at 3:00 p.m. EST

LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED
The above-captioned liquidating debtors (the "Liquidating Debtors") hereby move (the "Motion") the Court for the entry of an order, pursuant to section 105(a) of title 11 of the United States Code (the "Bankruptcy Code") holding that the claims listed on Exhibits A and B attached hereto have been satisfied by payment of the amount owed to the claimants holding those claims and that the claims listed on Exhibit C attached hereto have been partially satisfied by payment of part of the amount owed to the claimants holding those claims. In support of the Motion, the Liquidating Debtors respectfully state as follows

Jurisdiction
This Court has jurisdiction over this Objection pursuant to 28 U.S.C. 157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are 102 and 105.

The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021).
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Background 2. On March 9, 2009 (the "Petition Date"), the Liquidating Debtors and

various affiliated companies (together with the Liquidating Debtors, the "Debtors") commenced their cases by filing voluntary petitions for relief under chapter lithe Bankruptcy Code (the "Chapter 11 Cases"). No trustee or examiner was appointed in any of the Chapter 11 Cases and the Debtors operated their businesses as debtors in possession during their Chapter ii Cases. The Chapter 11 Cases were jointly administered for procedural purposes only. 3. The Debtors Plan of Liquidation was confirmed by order of this Court

entered on December 15, 2010 and the Plan of Liquidation became effective on December 23, ,I1EI 4. On May 5, 2009, 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 Related Relief (Docket No. 277) ("Bar Date Order"). The Bar Date Order established the bar dates of (i) June 23, 2009 for claims arising prior to the Petition Date, which includesadministrative expenses against the Debtors estates arising under Bankruptcy Code 503(b)(9), and (ii) September 8, 2009 for claims of any Governmental Unit arising before the Petition Date. 5. On May 9, 2009, the Debtors claims and noticing agent served (i) a

"Notice of Bar Date for Filing 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. (Affidavit of Service, filed May 14, 2009 at Docket No. 308.)

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Relief Requested and Basis for Such Relief 6. Each of the claims listed on Exhibits A and B attached hereto (the "Fully

Satisfied Claims") have previously been satisfied by payments made by the Debtors or the Liquidating Debtors, as the case may be, in the full amount of what was actually owed on the Fully Satisfied Claims. Further each of the claims listed on Exhibit C attached hereto (the "Partially Satisfied Claims") have previously been satisfied in part by the payments made by the Debtors or the Liquidating Debtors, as the case may be, in the amount set forth on Exhibit C. 7. Because the Fully Satisfied Claims have been satisfied, they are no longer

obligations of the Liquidating Debtors. Further, because the Partially Satisfied Claims have been paid in part, they are only obligations of the Liquidating Debtors to the extent they remain unpaid. In order to prevent any possibility of double payment, the Liquidating Debtors request that the Court enter an order holding that all of the Fully Satisfied Claims (see Exhibits A and B attached hereto) have been satisfied in full and that the Partially Satisfied Claims (see Exhibit C attached hereto) have been satisfied in part and are reduced to the amount remaining due as set forth on Exhibit C. Reservation of Rights 8. To the extent the relief requested herein is not granted as to any Fully

Satisfied Claim or Partially Satisfied Claim, the Liquidating Debtors expressly reserve the right to objection to such claims on any grounds that the Liquidating Debtors deem appropriate. No Previous Request 9. this or any other Court. No previous request for the relief set forth herein has been made to

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WHEREFORE, the Liquidating Debtors respectfully request that the Court enter its order deeming each of the claims listed on Exhibits A and B hereto to be satisfied and no longer an obligation of the Liquidating Debtors and each of the claims listed on Exhibit C hereto to be partially satisfied and only an obligation of the Liquidating Debtors in the remaining amounts due as set forth on Exhibit C hereto and granting such additional relief as is just.. Dated: September_, 2011 PACHULSKJ STANG ZIEHL & JONES LLP

Is! Scotta E.McFarland Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James B. OrNeill (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: 310/652-4400 Email: ikharasch@pszjlaw.com mlitvak@pszyjlaw.com joneill@pszyjlaw.com smcfarland@pszjlaw.com
Counsel for Liquidating Debtors

DOCS_LA:244261.3 68773-003

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1

) ) Liquidating Debtors. )
)

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

Objection Deadline: October 22, 2011, 2011 at 4:00 p.m. ET Hearing Date: November 16, 2011 at 3:00 p.m. ET

NOTICE OF LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED TO: (a) the Office of the United States Trustee; (b) persons who have filed the claims that are the subject of this Motion; and (d) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. On September 22, 2011, the above-captioned liquidating debtors (the "Liquidating Debtors") in the above-captioned cases filed the attached Motion for Order

Deeming Certain Claims Satisfied and Certain Claims Partially Satisfied (the "Motion")
pursuant to sections 105(a) of title 11, United States Code, which requests the entry of an order holding that the claims listed on Exhibits A and B attached to the Motion have been satisfied by previous payment of the amounts owed the claimants and that the claims listed on Exhibit C have been partially satisfied by previous partial payment of the amounts owed the claimants. Objections and other responses to the relief requested in the Motion, if any, must be in writing and be filed with the Bankruptcy Court no later than 4:00 p.m. Eastern Time on October 22, 2011.

The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021).
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Any objections or other responses to the Motion, if any, must also be served, so that they are received not later than October 22, 2011 at 4:00 p.m. Eastern Time, upon: (i) the Liquidating 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@pszjlaw.com) and (B) Pachuiski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. ONeill (email: joneillpszjlaw.com ). A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY, CHIEF UNITED STATES BANKRUPTCY JUDGE, 824 MARKET STREET, 5TH FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801, ON NOVEMBER 16,2011 AT 3:00 P.M., ET. If you file a response to the Motion, you should be prepared to argue that response at the hearing. You need not appear at the hearing if you do not oppose the relief requested in the Motion. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

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Each claimant who has filed a claim that is subject to the Motion is receiving a copy of the Motion. Each claimant should read the Motion and should review the exhibits attached thereto, which lists all claims subject to the Motion. Dated: September 22, 2011 PACHULSKI STANG ZIEHL & JONES LLP

Is! Scotta E. McFarland Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. ONeill (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: 310/652-4400 Email: ikharaschpszjlaw.com mlitvakpszyjlaw.com jonei11pszyjlaw.com smcfarland@pszjlaw.com
Counsel for Liquidating Debtors

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EXHIBIT "A"

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EXHIBIT A PERL CLAIMS

--

PAID

DOCS_LA:24505 1.1 68773-001

Schedule(S#) Claim(C#) S6031

Name of Claimant

Claim Amount $750.58

Comment

Payment Authority

Arrowhead P.O. Box 856158 Louisville, KY 40285-6158

Cure payment. Paid check#10325 12/31/2009

S6251

Associated Group 1600 East McFadden Avenue Santa Ana, CA 92705

$180.00

Paid check#8102 4/8/09

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239) Payment for Post petition invoice. Schedule incorrect.

S6963

Board Of Equalization P.O. Box 942879 Sacramento, CA 94279-6147

$12,144.00

Paid check#7995 3/18/09

Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)

DOCS_LA:24505 1.1 68773-001

Schedule(S#) Claim(C#) S6964

Name of Claimant

Claim Amount $34,221.97

Comment

Payment Authority

Delaware Secretary of State P.O. Box 11728 Newark, NJ 07101-4728

Paid check#7992 3/11/09

Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)

C23

Franchise Tax Board Special Procedures Attn: Fred Heltzel, Bankruptcy Manager P.O. Box 2952 Sacramento, CA 95812-2952

$1,555.96

Paid check#10697 2/22/11 Priority tax claim

Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)

S6440

Hughes Network Systems P.O. Box 96874 Chicago, IL 60693-6874 Hyster Capital NMHG Financial Services P.O. Box 643749 Pittsburgh, PA 15264-3749

$681.30

Paid by employee

n/a

paid for by employee

S6073

$1,453.46

Cure payment. Paid check#10328 12/30/09 $393.84

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)

DOCS_LA:24505 1.1 68773-001

Schedule(S#) Claim(C#) C205

Name of Claimant

Claim Amount $203,489.39

Comment

Payment Authority

Kern County Treasurer-Tax Collector Attn: Linda Delgado P.O. Box 579 Bakersfield, CA 93302-0579

Paid check#10698 2/22/11 Priority tax claim

Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)

S6658

Landmark Square Co. LLC P.O. Box 56798 Los Angeles, CA 90074-6798

$8,094.66

Cure payment. Paid check#10329 12/30/09 $8,094.66

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)

C450

Long Beach City Controller c/o Gary Anderson 333 West Ocean Boulevard, 6th Floor Long Beach, CA 90802

$2,009.49

Paid by San Pedro Bay Pipeline Company Paid check#12240 11/19/10

n/a paid by unaffiliated entitly San Pedro Bay Pipeline Company

-

S6858

LS 111 West Ocean Co. LLC P.O. Box 56798 Los Angeles, CA 90074-6798

$988.00

Vendor states no amount owing

n/a

DOCS_LA:24505 I 1 68773-001

Schedule(S#) Claim(C#)
56660

Name of Claimant

Claim Amount
$14,989.00

Comment

Payment Authority

Marine Preservation 8777 North Gainey Center Drive Scottsdale, AZ 85258

Paid check#8144 4/9/09

Payment for Post petition invoice. Schedule incorrect.

C491

Pitney Bowes Global Financial Services Attn: Eva Milanowski Pitney Bowes Inc. 27 Waterview Drive Shelton, CT 06484

$327.82

Paid check#10687 2/9/11 Administrative claim

Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)

S6870

Royalty Distributors Inc. P.O. Box 24116 Tempe, AZ 85285-4116

$1,218,994.63

Cure payment. Paid check#10357 12/31/09 $1,218,994.00

MMS Pacific OCS Region 770 Paseo Camarillo Camarillo, CA 93010

-

S6127

Strata Analysts Group P.O. Box 6288 Garden Grove, CA 92846

-

$5,866.51

Paid check#8032 3/25/09 $3,148.26 and paid check#8286 4/29/09 $2,718.25

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239) Paid pursuant to Order authorizing, but not requiring, the payment of prepetition claims or critical vendors (Docket No. 39)

DOCS_LA:24505 1.1 68773-001

Schedule(S#) Claim(C#)
S6129

Name of Claimant

Claim Amount
$15,523.18

Comment

Payment Authority

Survival Systems International P.O. Box 52076 Irvine, CA 92619-2076

Paid check#9181 8/13/09

Payment for Post petition invoice. Schedule incorrect.

S6470

SWEPI LP Attn: Brad Eubanks P.O. Box 576 Houston, TX 77001

$236,317.92

Cure claim paid to Aera. Paid check#10355 12/30/09 $6,038,489.00

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)

S6341

Tab Answer Network P.O. Box 10440 Santa Ana, CA 92711

$84.77

Cure payment. Paid check#10330 12/30/09 $84.77

Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)

DOCSLA:24505 1.1 68773-001

Schedule(S#) Claim(C#) 56670

Name of Claimant

Claim Amount $25,000.00

Comment

Payment Authority

The OBriens Group Inc. P.O. Box 8500 Philadelphia, PA 19178-2591

Paid check#8133 4/8/09

Payment for Post petition invoice. Schedule incorrect.

56142

West Coast Land Service 1230 Chester Avenue Bakersfield, CA 93301-5432

$127.94

Paid check#8409 5/20/09 to Andrews Kurth LLP. Andrews Kurth LLP pays vendor

n/a -paid by professional Andrews Kurth LLP

DOCS_LA:24505 1.1 68773-001

EXHIBIT "B"

DOCS_LA:244261 .3 68773-003

EXHIBIT B PEAO CLAIMS PAID

DOCS_LA:245054. 1 68773-003

Schedule(S#) Claim(C#) S6843

Name of Claimant

Claim Amount $12,830.00

Comment

Payment Authority

Arctos P.O. Box 221872 Anchorage, AK 99522

Paid check#2950 3/13/09 $8,430.00 and paid check#2961 3/25/09 $4,400.00

Paid pursuant to Order authorizing, but not requiring, the payment of prepetition claims or critical vendors (Docket No. 39)

S6701

CISPRI P. 0. Box 7314 Nikiski, AK 99635

$11,705.21

Cure payment. Paid check#3622 12/11/2009

Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)

S5864

Cook Inlet Region, Inc. do Royalty Distributors,lnc. P.O. Box 24116 Tempe, AZ 85285

$52,662.54

Cure payment. Paid wire 12/24/10 $25,000.00

Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)

S4271

Minerals Management Service Alaska OCS Region 3801 Centerpoint Drive, Suite 500 Anchorage, AK 99503

$2,956.77

Cure payment. Paid check#3650 12/11/09 $510,567.00

Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)

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C178

Rim Alaska Archives Attn: Jonathan C. Kaplan 1300 West 56th Avenue #14 Anchorage, AK 99518

$769.10

Paid check#3681 2/9/2011 Administrative claim

Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)

S4284

State of Alaska General Investment Fund AY01

$9,131.00

Paid check#3136 5/21/2009

Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)

C190

Sweeneys Clothing Attn: Michael Sweeney 35081 Spur Highway Soldotna, AK 99669

$300.00

Paid check#3682 2/9/2011 Administrative claim

Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)

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EXHIBIT "C"

DOCS_LA:24426 1.3 68773-003

EXHIBIT C PERL
--

CLAIMS PARTIALLY PAID

DOCS_LA:245057. 1 68773-003

Schedule(S#) Claim(C#)

Name of Claimant

Claim Amount

Payment Amount

Remaining Unpaid Amount

Comment

Payment Authority

S6034

B.O.P. Products, LLC P.O. Box 692172 Houston, TX 77269-2172 Beecher Carlson Master Trust P.O. Box 933216 Atlanta, GA 31193-3216

$ 12,036.50

$ 11,400.00

$ 636.5

Paid check#8704 6/24/2009

Payment for Post petition invoice. Schedule incorrect.

S6037

$ 128,990.87

$ 102,475.72

$ 26,515.15

Insurance broker Paid check#8592 6/10/2009 $26,515.15 and paid check#7999 3/18/09 $75,960.57

Paid pursuant to Order granting debtors the authority to (1) make payments pursuant to a prepetition insurance premium financing agreement, (2) enter into new premium financing agreements and pay related brokers fees (Docket No. 44)

56122

Solar Turbines Incorporated P.O. Box 200580 Houston, TX 77216

$ 24,871.51

$ 9,949.11

$ 14,922.40

Paid check#7979 3/12/2009

Payment for Post petition invoice. Schedule incorrect.

DOCS_LA:245057. 1 68773-003

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.,
1

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Related Docket No. ORDER GRANTING LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED Upon consideration of the Liquidating Debtors Motion for Order Deeming

Liquidating Debtors

Certain Claims Satisfied and Certain Claim Partially Satisfied ("Motion")2 wherein the
Liquidating Debtors requested the entry of an order holding that the claims listed on Exhibits A and B attached to the Motion have been satisfied and that the claims listed on Exhibit C attached to the Motion have been partially satisfied in the amounts set forth in said Exhibit C, and it appearing that due and proper notice of the Motion has been given to all parties entitled to receive notice thereof; and it further appearing that the relief requested in the Motion is appropriate; IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is sustained in its entirety; All claims listed in Exhibits A and B to the Motion are deemed satisfied

and no longer represent obligations of the Liquidating Debtors.

The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021). 2 Undefined capitalized terms used herein shall have the meanings ascribed to such terms in the Motion.
D005_LA:244261 .3 68773-003

11

3.

All claims listed in Exhibit C to the Motion are deemed satisfied in the

amount shown as paid on Exhibit C and are obligations of the Liquidating Debtors only in the remaining amounts due as set forth in Exhibit C. 4. The Court shall retain jurisdiction to hear and determine all matters arising

from or related to this Order.

Dated:

.2011

Honorable Kevin J. Carey Chief United States Bankruptcy Judge

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12