IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWARE

Chapter 1 i
)

PACIFIC ENERGY RESOURCES LTD., et al., 2 )

Debtors. )

(KJC) (Jointly Administered)

Case No. 09- 10785

Objection Deadline: March 17,2010 at 4:00 p.m. EST Hearing Date: March 24, 2010 at 2:30 p.m. EST

DEBTORS' SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN (A) DUPLICATE CLAIMS; (B) CLAIMS THAT HAVE BEEN AMENDED; AND SUPERSEDED; (C) CLAIMS THAT WERE FILED AGAINST THE WRONG DEBTOR; AND (D) CLAIMS FOR WHICH THERE IS INSUFFICIENT DOCUMENTATION
The above-captioned debtors and debtors in possession (the "Debtors") hereby file the

Debtors' Second Omnibus Objection (Non-Substantive) to Certain (a) Duplicate Claims; (b)
Claims That Have Been Amended and Superseded,' (c) Claims That Were Filed Against the
Wrong Debtor,' and (d) Claims/or Which There Is Insuffcient Documentation (the "Second

Omnibus Objection"). Pursuant to the Second Omnibus Objection, the Debtors seek to: (i)
disallow the two (2) claims set forth on Exhibit A hereto that are duplicative of other claims that

have been fied (the "Duplicate Claims"); (ii) disallow the fort (40) claims set forth on Exhibit
~ hereto that have been amended and superseded by subsequently filed claims (the "Amended

Claims"); (iii) modify the four (4) claims set forth on Exhibit C hereto that were fied against the

2 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 ILL W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCS _ LA:2 i 5379.6
I.

wrong Debtor (the "Wrong Debtor Claims"); and (iv) disallow the eleven (11) claims set forth on

Exhibit D hereto that were filed without suffcient documentation to support the claim (the

"Insufficient Documentation Claims"). The facts and circumstances supporting the Second
Omnibus Objection are set forth below, in the Exhibits hereto, and in the Declaration of Jennifer
Kuritz in Support of

the Debtors' Second Omnibus Objection (Non-Substantive) to Certain

(a) Duplicate Claims; (b) Claims That Have Been Amended and Superseded; (c) Claims That
Were Filed Against the Wrong Debtor; and (d) Claims

for Which There Is Insuffcient

the Second Omnibus Objection, the

Documentation (the "Kuritz Declaration"). In support of

Debtors state as follows:

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

to 28 US.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 502(b),

1 lO6(a) and 1 107(a) of

title 11 of

the United States Code (the "Banptcy Code"), Rules 3003

Bankruptcy Procedure (the "Banptcy Rules") and DeL.

and 3007 of

the Federal Rules of

Bank. L.R. 3007-1.

Backeround
3. On March 9, 2009(the "Petition Date"), the Debtors commenced these

cases by filing voluntary petitions for relief under chapter 11 the Banptcy Code.
4. The Debtors have continued in possession of

their property and have

continued to operate and manage their business as debtors in possession pursuant to sections
68773-002\DOCS_LA:2 i 5379.6

1107(a) and 1108 of

the Banptcy Code. No request has been made for the appointment ofa

trustee or an examiner in these cases.

5. The Offce of

the United States Trustee appointed an Offcial Committee

of

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

6. 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 includes administrative expenses against the Debtors' estates arising under Bankptcy
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 Filing Proofs of Claim" that was approved by the Court in the Bar Date

Order, and (ii) a proof of claim form on all paries listed on the Debtors' creditor matrix.
(Affdavit of

" ; i r!

Service, filed May 14,2009 at Docket No. 308.)

I
~

The Objection and Request for Relief

8. By this Motion, the Debtors seek to disallow the Duplicate Claims, the

11 I: ~

Amended Claims, the Wrong Debtor Claims and the Insuffcient Documentation Claims.

68773-002\DOCS_LA:215379.6

Basis for Relief

9. Section 502 of

the Bankuptcy Code, and other applicable non-banptcy

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

Section 502(b) states in relevant par that:

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

except to the extent that-

(1) such claim is unenforceable against the debtor or

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

Amended Claims, and the Insuffcient Documentation claims are unenforceable against the
Debtors under applicable law and should therefore be disallowed and the Wrong Debtor Claims should be modified to reflect the correct Debtor and then should be allowed as modified.
A. The Duplicate Claims
i 1. As provided in section 502(b)(1), a claim that is unenforceable against the

Debtors or their property under applicable law must be disallowed. Under any applicable law, a
claimant is entitled to only one recovery for a claim. Thus, if

there are two proofs of claim fied

i.

against the same debtor covering the same claim, one of those claims must be disallowed. In

order to prevent a double recovery by the claimants who fied the Duplicate Claims listed on
Exhibit A, the Debtors object to the two (2) claims listed in Exhibit A as "Claims to Be Disallowed" because they are the same claims as the claims listed in Exhibit A as the
68773-002\DOCS_LA:215379.6

"Remaining Claims". The Debtors request that each of

the Claims to Be Disallowed be

disallowed. If

the Cour grants this relief, each holder of

Duplicate Claims wil, as set forth on

Exhibit A, retain its Remaining Claim.3

B. The Amended Claims
12. The Debtors object to the forty (40) claims set forth on Exhibit B (under

the column entitled "Claim to Be Disallowed") upon the grounds that each of these initial claims

has been amended or superseded by a subsequently fied proof of claim. In order to prevent a
double recovery by the claimants asserting such initial and amended claims, the Debtors request
that each of

the initial claims set forth on Exhibit B (under the column entitled "Claims to Be
the Cour grants this relief, the claim of each of

Disallowed") be disallowed. If

the holders listed

in the column entitled "Remaining Claim"(as set forth on Exhibit B) will be the surviving claim.4
C. The Wrong Debtor Claims
13. Each of

the four (4) claims listed on Exhibit C attached hereto was fied
the proofs of claim listed on Exhibit C,

against the wrong Debtor. Based upon a review of

including the documentation fied in support thereof, and the Debtors' books and records, the
Debtors could find no basis for a claim against the Debtor against which the claim was fied.
However, it was determined that there is at least a colorable basis of liability for the claim
against one of

the other Debtors. Therefore, the Debtors request that the claims on Exhibit C be

modified to reflect that they were fied only against the Debtor set forth in Exhibit C in the

the claims listed in the column entitled "Remaining Claim" of Exhibit A on any other grounds. Is such an objection is raised, the claimants wil receive separate notice of such. 4 The Debtors reserve their right to object to any of the claims listed in the column entitled "Remaining Claim" of Exhibit B on any other grounds. Is such an objection is raised, the claimants wil receive separate notice of such.
68773-002\DOCS_LA:2 i 5379.6
5

3 The Debtors reserve their right to object to any of

column titled "Correct Debtor". After the Wrong Debtor Claims are modified to reflect the
correct Debtor pary, the Debtors request that the claims be allowed as modified.

D. The Insuffcient Documentation Claims

14. The Debtors object to the eleven (1 1) Insufficient Documentation Claims

set forth on Exhibit D upon the grounds that there is not sufficient documentation attached to the

proofs of claim or that can be found in the Debtors' books and records to support the claims

listed on Exhibit D. Failure to attach supporting documentation to a proof of claim is

.objectionable for two reasons. First, a claimant asserting a claim against a debtor's estate must
allege sufficient facts to support its claim. In re Int'l Wireless Comm. Holdings, Inc., 257 B.R.
739, 742 (Bankr. D. DeL. 2001). Ifa claimant alleges sufficient facts, its claim is afforded

prima
the claim. Id. But where a

facie validity, and the debtor must then offer evidence in rebuttal of

claimant fails to attach sufficient documentation, its claim cannot be afforded prima facie

validity and is subject to disallowance upon objection. See In re Henry, 311 B.R. 813, 817

(Ban. W.D. Wa. 2004) (recognizing that failure to attach documentation "negates the prima
facie validity of a claim"). Because the claimants subject to this objection fied insuffcient

documents in support of their respective claims, their claims cannot be afforded prima facie
validity and should be disallowed.
15. Second, Banptcy Rule 3001(c) requires, in pertinent par, that "when a

claim, or an interest in property of the debtor securing the claim, is based on a writing, the

original or a duplicate shall be fied with the proof of claim." Fed. R. Bankr. Proc. 3007(c); see
also In re MK Lombard Group 1, Lid., 301 B.R. 812, 815 (Bankr. E.D. Pa. 2003) (finding that a

one page proof of claim, indicating "Other" as its basis but failing to provide any explanation or
68773-002\DOCS_LA:2 i 5379.6

attach any documents, was "seriously deficient"). Failure to attach such documentation is

grounds for disallowance. /d. at 819.

16. Notwithstanding the claimants' failure to provide documents supporting

their respective claims, the Debtors have made a good faith effort to locate evidence of any

amounts owing to the claimants set forth on Exhibit D. No such evidence has been located. See
Kuritz Declaration.

17. Accordingly, the Debtors seek entry of an order disallowing the

undocumented claims listed on Exhibit D.

Reservation of Rie:hts
18. The Debtors hereby reserve the right to object in the future to any of

the

claims on any additional ground, and to amend, modify and/or supplement the Second Omnibus
Objection as may be necessary. In addition, the filing of

the Second Omnibus Objection is not

intended to limit the Debtors' ability to fie future objections to any claims that have been or may
subsequently be fied in these cases, or that may be listed on the Debtors' Schedules, on the
grounds set forth herein or any other appropriate grounds. Should the grounds of

the Second

Omnibus Objection be overrled or withdrawr, wholly or in par, the Debtors reserve the right to
object to any of

the claims on any other grounds which the Debtors may discover or deem

appropriate.
i 9. Further, notwithstanding anything contained in this Second Omnibus

Objection or the attached Exhibits A-D nothing herein shall be construed 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
7
f. i

68773-002\DOCS_LA:2 i 5379.6

~ ,

holders of claims subject to this Second Omnbus 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
20. In compliance with DeL. Ban. L.R. 3007-1

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

counsel submit that the Second Omnibus Objection complies with DeL. Bankr. L.R. 3007-1.

Request for Entry of Final Judement

21. 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 Second Omnibus Objection as to which relief is entered by any Order on the Second Omnibus Objection.

Notice
22. The Debtors have served the Second Omnibus Objection on: (i) counsel

to the Committee; (ii) the U.S. Trustee; (iii) all parties who have requested notice pursuant to
DeL. Bankr. L.R. 2002- 1; and (iv) the claimants set forth on Exhibits A, ~, , and D whose
claims are the subject of this Second Omnibus Objection. The Debtors submit that notice of

the

Second Omnibus Objection is sufficient under Bankptcy Rule 3007, and the Local Bankptcy
Rules, and that no further or other notice is necessary.

68773-002\DOCS_LA:215379.6

WHEREFORE, for the reasons set forth above, the Debtors request the entry of

an order (i) disallowing the two (2) Duplicate Claims set forth in the colum titled "Claim to Be

Disallowed" on Exhibit A, (ii) disallowing the forth (40) Amended Claims set fort in the
column titled "Claim to Be Disallowed" on Exhibit B; (iii) modifying the four (4) Wrong Debtor

Claims set fort on Exhibit C so that they are reflected as having been fied against the Debtor
shown in the column on Exhibit D entitled "Correct Debtor" and then allowing the claims as
modified; and (v) disallowing the eleven (11) claims with insufficient supporting documentation
set forth on Exhibit D.

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

Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com
mlitvak(fpszyj law .com

joneil(fpszyj law. com smcfarland(fpszj law. com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _ LA:215379.6

EXlBIT SUMMARY SHEET

Exhibit A Exhibit B -

Duplicate Claims

Amended and Superseded Claims

Exhibit C Exhibit D -

Wrong Debtor Claims

Insufficient Documentation Claims

68773-002\DOCS_LA:215379.6

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 1 1

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

Cast; Nu. 09- 1 0785(KJC)

Debtors. )
) )

(Jointly Administered)

Objection Deadline: March 17,2010 at 4:00 p.m. EST Hearing Date: March 24, 2010 at 2:30 p.m. EST

NOTICE OF DEBTORS' SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN (A) DUPLICATE CLAIMS; (B) CLAIMS THAT HAVE BEEN AMENDED AND SUPERSEDED; (C) CLAIMS THAT WERE FILED AGAINST THE WRONG DEBTOR;.AND (D) CLAIMS FOR WHICH THERE IS INSUFFICIENT DOCUMENTATION
The above-captioned debtors and debtors in possession (the "Debtors") object
(the "Second Omnibus Objection") pursuant to sections lOS(a) and S02(b) of

title 11, United

Baniiptcy Procedure and DeL. Bankr.

States Code, Rules 3001 and 3007 of

the Federal Rules of

L. R. 3007-1 to certain (a) duplicate claims, (b) amended claims, and (c) claims that have been

fied against the wrong Debtor, and (d) claims for which there is insuffcient documentation to
establish a prima facie valid claim.

Objections and other responses to the relief requested in the Second Omnibus
Objection, if any, must be in writing and be fied with the Banptcy Court no later than 4:00

p.m. Eastern Time on March 17,2010.

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

LLC (tax LD. # 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 iII W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCS _LA:215379.6

Any objections or other responses to the Second Omnibus Objection, if any, must

also be served, so that they are received not later than March 17,2010 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(fpszjlaw.com) and (B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. O'Neil (email:
joneill(fpszjlaw.com); and (ii) counsel to the Official Committee of Unsecured Creditors (the

"Committee"): Steptoe & Johnson, 1330 Connecticut Ave., N.W., Washington, DC 20036, Art:
Fil Agusti (email: fagusti(fsteptoe.com); Pacific Energy Resources, Ltd., 111 West

Ocean

Boulevard, Suite 1240, Long Beach, California 90802, Attn: Jennifer Kuritz (email:
jkuritz(fpacenergy .com).

A HEARING ON THE SECOND OMNIBUS OBJECTION (THE

"CLAIMS HEARING") WILL BE HELD BEFORE THE HONORABLE KEVIN J.

CAREY, CHIEF UNITED STATES BANKRUPTCY JUDGE, 824 MARKT STREET,

5TH FLOOR, COURTROOM 5, WILMINGTON, DELA WAR 19801, ON MARCH 24,
2010 AT 2:30 P.M., ET. The Claims Hearing may be continued from time to time upon written
notice to you or oral announcement in Cour.
If you file a response to the Second Omnibus Objection, you should be prepared

to argue that response at the Claims Hearing. You need not appear at the Claims Hearing if you
do not oppose the relief requested in the Second Omnibus Objection.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE,

THE COURT MAY GRANT THE RELIEF DEMANDED BY THE SECOND OMNIBUS
68773-002\DOCS_LA:2 i 5379.6

OBJECTION WITHOUT FURTHER NOTICE OR HEARNG.

Each claimant who has filed a claim subject to the Second Omnbus Objection is
receiving a copy of

the Second Omnibus Objection. Each claimant should read the Second

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 Second
Omnibus Objection.

Any response filed with the Court must contain at a minimum the following:
a. a caption setting forth the name of the Court, the names of

the Debtors, the

case number and the title of

this Second Omnibus Objection;

the claimant and description of the basis for the amount of

b. the name of

the

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

disallowed for the reasons set forth in the Second Omnibus Objection, including, but not limited

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

included with the proof of claim previously filed with the Banptcy Court, upon which the

claimant wil rely in opposing the Second Omnibus Objection at the Claims Hearing; 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 otherwise resolve the claim on behalf of the claimant.

Questions about the Second Omnibus Objection or requests for additional

68773-002\DOCS_LA:215379.6
3

information about the proposed disposition of claims should be directed to counsel for the
Debtors at the address or telephone number set forth below.
The Debtors reserve the right to object in the future to any of

the proofs of claim

that are the subject of

this Second Omnibus Objection on any further or additional grounds.

Separate notice wil be made and a separate hearng wil be scheduled for any such objection.

Dated: February 22, 2010

P ACHULSKI STANG ZIEHL & JONES LLP/7

Ira D. Kharasch (CA Bar No.1 09084) 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

~ /iM/~

Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com

mlitvak(fpszyj law.com j oneil(fpszyj law.com

smcfarland(fpszj law.com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _ LA:2 i 5379.6

Exhibit A
(Duplicate Claims)

68773-002\DOCS_LA:215379.6
i I

l
l:

r:

Duplicate Claims

Remaining Claim

Duplicate Claim
to be Disallowed

Name of Claimant
Digitel Data Joint Lom:i Beach hose & CouplinQ Co, Inc.

Number
225
124

224
16

$ $

Claim Amount 503,605.00 2,020.50

Reason for Dissallowance

Duplicate Duplicate

Exhibit B
(Amended Claims)

68773-002\DOCS_ LA:215379.6

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Exhibit C
(WrOll2 Debtor Claims)

68773-002\DOCS_LA:215379.6

Wrong Debtor

Name of Claimant AM Alaska Cab, Inc, Enduro Pi eline Services

Claim Number 253
Claim as Filed Pacific Ene Resources Pacific Ener Resources
Pacific Ener
251 101

Fairweather E&P

Rim Alaska Archives

178

Claim Amount 522.58 $ 1,083,77 $ 925,00 $ 769,10 $

Pacific Ener

Resources Resources

-'=F"_"~:''''~''_'""'~._-i''''_~n

~'-~~.-:-;"., ,..,.,"~_.~,~_-;:-~-:~i::r-:-.-:---'-'----

Exhibit D
(Insufficient Documentation Claims)

68773-002\DOCS_LA:2 i 5379.6

Insuffcient Information

Name of Claimant Alaska Communication Systems

Claim Number 394

Claim Amount 5,727.41

Reason for Dissallowance

Insuffcient Information

California Department of Conservation

DCFS Trust Subservicer for DCFS Trust MLQ, L.L.C, MTGLQ Investor L.P, National Union Fire Insurance Comoanv National Union Fire Insurance Comoanv OMNI Laboratories. Inc, Salamatof Native Association, Inc, Sprint Nextel United Parcel Service

361

22 411

409 319 319

21

$ $ $ $

No record of any payments historically to this agency, 9.583.69 Information suoolied is insuffcient. 55.678.28 Insufficient Information
Insuffcient Information Insuffcient Information

466 32 27

$ $ $ $ $
$

Insuffcient Information Insuffcient Information Insuffcient Information

2.506,50
-

Insufficient Information
I nsufficient Information

844,63 243,57

Insufficient Information

f
i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et aI" 1

Debtors,

Case No. 09-1 0785(KJC) (Jointly Administered)

Objection Deadline: March 17,2010 at 4:00 p.m. EST Hearing Date: March 24, 2010 at 2:30 p.m. EST

DECLARATION OF JENNFER KURITZ IN SUPPORT OF DEBTORS' SECOND OMNmUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN (A) DUPLICATE CLAIMS; (B) CLAIMS THAT HAVE BEEN AMENDED AND SUPERSEDED; (C) CLAIMS THAT WERE FILED AGAINST THE WRONG DEBTOR; AND (D) CLAIMS FOR WHICH THERE IS INSUFICIENT DOCUMENTATION
1, Jennifer Kuritz. hereby declare that the following is true to the best of my

knowledge, infonnation 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 ) 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 experience with

the Debtors' operations and tinancial condition. In making my statements based on my review
of the Debtors' books and records, relevant documents and other infomiation prepared or
I The Debtors in these cases. along with the last four digits of each of the Debtors' federal iax identitication number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Ene.rgy Alaska Holdings.

LLC (tax J.D. # not available); Cameros Acquisiiion Corp. (5866); PacIic Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (JZ34); Cameros Energy, Jnc, (9487); and Gotland Oil, Inc, (5463). The mailing
address for all of the Debtors is 111 W. Ocean Boulevard. Suite J 240, Long Beach, CA 90802,

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

Objection (Non-Substantive) to Certain (a) Duplicate Claims; (b) Claims That Have Been
Amended and Superseded; (c) Claims That Were Filed Against the Wrong Debtor; and (d)

Claimsfor Which There Is Insuffcient Documentation (the "Second Omnibus Objection"),

have reviewed the Second Omnibus Objection and am, directly or through the Debtors'

personnel, familar with the infomiation 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 I am familiar
with the Books and Records.
3, If I were called to testify as a witness in this matter, I could and would

competently testify 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 Second 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

fied 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 Second Omnibus Objection.

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The Duplicate Claims

5. The Debtors object to the two (2) Duplicate Claims set forth on Exhibit A

to the Second Omnibus Objection because each of these claims is the exact duplicate of the

corresponding remaining claim as set forth on said Exhibit A. The claims in the column on
Exhibit A titled Duplicate Claims should be disallowed.
The Amended Claims
6. The Debtors object to the forty (40) Amended Claims set forth on Exhibit

1l to the Second Omnibus Objection upon the grounds that each of these claims has been

amended and superseded by the subsequently fied claim that is based on the same facts as the

Amended Claim, These subsequently fied claims are shown as the Remaining Claims on said
Exhibit B. The claims in the column on Exhibit B titled Amended Claims should be disallowed.

Wron2 Debtor Claims

7. The Debtors object to the four (4) Wrong Debtor Claims set forth on

Exhibit C to the Second Omnibus Objection upon the grounds that each of these claims was fied
against the wrong Debtor entity_ Based on the careful review of the Books and Records

conducted by personnel under my supervision or by me, i have determined that there is no evidence in the Books and Records that Pacific Energy Resources Ltd. ("PERL") is liable on the

Wrong Debtor Claims. The Books and Records, however, do renect that Pacific Energy Alaska Operating, LLC ("PEAO") is liable on the Wrong Debtor Claims. The Debtors, therefore, are
asking that the Wrong Debtor Claims on Exhibit C be modified to reflect that they are claims

against PEAO rather than against PERL. After the Wrong Debtor Claims are modified to reflect

6877 3-002\DOCS_LA:2 i 53 83.3

the correct Debtor, the Debtors have no objection to the amount.s of the Wrong Debtor Claims

and ask that the Court allow them as modified.

The Insuffcient Documentation Claims

8. As par of the claims review and reconciliation process, i have either

reviewed or supervised a review and analysis of (i) the Books and Records, and (ii) each of the eleven (11) proofs of claim that are set forth on Exhibit D to the Second Omnibus Objection.
Based upon my analysis of this review, I have concluded that each of these claims is not supported by the information in the Books and Records, and fails to include, or attach, sufficient
information or documentation to establish the validity and amount of the alleged claim.

Accordingly, these claims should be disallowed from the Debtors' claims register.
9. For all of the foregoing reasons set forth above, and in the Second

Omnibus Objection, I respectfully request that the Court grant the relief requested in the Second
Omnibus Objection.

Pursuant to 28 U .S.c. i 746, i declare under the penalty of perjury that the foregoing is
true and correct.

February 19,2010

J~ ~
4

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IN THE UNITED STATES BANKRUPTCY CODRT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 1 1

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

Case No. 09-1 0785(KJC)

Debtors. )
)

(Jointly Administered)

Related to Docket No.

ORDER GRANTING DEBTORS' SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CERTAIN (A) DUPLICATE CLAIMS; (B) CLAIMS THAT HAVE BEEN AMENDED AND SUPERSEDED; (C) CLAIMS THAT WERE FILED AGAINST THE WRONG DEBTOR;_AND (D) CLAIMS FOR WHICH THERE IS INSUFFICIENT DOCUMENT A TION
Upon the Second Omnibus Objection (Non-Substantive) to Certain (a) Duplicate

Claims; (b) Claims That Have Been Amended and Superseded; (c) Claims That Were Filed
Against the Wrong Debtor; and (d) Claims

for Which There Is Insuffcient Documentation (the

the above-captioned debtors and debtors in possession seeking

"Second Omnibus Objection,,)2 of

entry of an order disallowing the Duplicate Claims, Amended Claims and Insufficient

Documentation Claims listed on Exhibits A, Band D attached to the Second Omnibus Objection
and modifying the Wrong Debtor Claims listed on Exhibit C to the Second Omnibus Objection to reflect the correct Debtor against who the claims should be made and then allowing the Wrong

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 LD. # 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 11 W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalized terms not defined herein are as defined in the Second Omnibus Objection.

DOCS_LA:2 I 5988.1

Debtor Claims as modified; and no previous application having been made; and upon consideration of the Second Omnibus Objection; and due and proper notice of the Second Omnibus Objection having been given, it is hereby
ORDERED that the Duplicate Claims listed on Exhibit A to the Second Omnibus

Objection are hereby disallowed; and it is further

ORDERED that the Amended Claims listed on Exhibit B to the Second Omnibus

Objection are hereby disallowed; and it is further

ORDERED that the Wrong Debtor Claims listed on Exhibit C to the Second

Omnibus Objection are hereby modified to reflect that they are fied against the Pacific Energy
Alaska Operating, LLC rather than Pacific Energy Resources Ltd. and are allowed as so

modified; and it is further

ORDERED that the Insuffcient Information Claims listed on Exhibit D to the

Second Omnibus Objection are hereby disallowed; and it is fuher

ORDERED that this Court shall retain jurisdiction to hear and determine all
matters arising from the implementation of

this Order.

Dated:

,2010
The Honorable Kevin 1. Carey ChieflJnited States Bankniptcy Judge

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