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IN THE UNITED STATES BANKRUPTCY COURT

fure )

FOR THE DISTRICT OF DELAWARE

Chapter 11

)

1

PACIFIC ENERGY RESOURCES LTD., et al., )

)

Debtors. )

Case No. 09-10785 (KJC)

(Jointly Administered)

) Related To Docket No. 1000

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

Reconsideration and Sale Motion was previously sent to you.

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

is 1 i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

2

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

Debtorsfor an Order Authorizing Abandonment of

Certain Interests in Oil and Gas Properties in

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

the Debtors' assets (the "Sold Assets") located in Alaska,

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

3

which is attached

hereto as Exhibit 1 (the "Assumed Executory Contracts").

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.

PLEASE TAKE FURTHER NOTICE that an evidentiary hearing (the "Hearing") on

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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.

chooses to assume, so not all of

assumption and assignment of

the Assumed Executory Contracts) wil be held on November 3,

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

Delaware, 824 Market Street, 5th Floor,

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

adjournent in open court on the date scheduled for the Hearing.

PLEASE TAKE FURTHER NOTICE THAT, PURSUANT TO THE

RECONSIDERATION AND SALE MOTION, THE DEBTORS INTEND TO ASSUME AN

EXECUTORY CONTRACT OR UNEXPIRED LEASE TO WHICH YOU MAYBE A PARTY.

THE ASSUMED EXECUTORY CONTRACT IS DESCRIBED ON EXHIBIT 1 ATTACHED TO

THIS NOTICE. THE AMOUNT SHOWN ON EXHIBIT 1 HERETO AS THE "CURE

AMOUNT" IS THE AMOUNT, IF ANY, BASED UPON THE DEBTORS' BOOKS AND

RECORDS, WHICH THE DEBTORS ASSERT IS OWED TO CURE ANY DEFAULTS

EXISTING UNDER THE ASSUMED EXECUTORY CONTRACT AS OF THE DATE SHOWN

ON SUCH EXHIBIT.

PLEASE TAKE FURTHER NOTICE that if

you disagree with the Cure Amount

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

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

Debtors' assumption and assignment of

you have any other objection to the

the Assumed Executory Contract to which you may be a

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

set forth any cure amount as alleged by you.

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

Executive Officer (email: gtywoniuk~pacenergy.com). with a copy to: (a) the

Debtors' financial advisor, Zolfo Cooper LLC, 1166 Avenue of

the Americas, 24th Floor, New

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

Frères & 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

(email: ikharasch(ipszjlaw.com) and Robert M. Saunders (email: rsaunders~pszjlaw.com) and

(B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware

68773-002\DOCS_ LA:209271.4

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.

Jacobson (email: seth.jacobson~skadden.com).

PLEASE TAKE FURTHER NOTICE that the Buyer shall be responsible for

satisfying any requirements regarding adequate assurance of future performance that may be

imposed under section 365(b) of

the Banptcy Code in connection with the proposed assignment

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.

68773-002\DOCS _ LA:20927 1 .4

5

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ANY NON-DEBTOR PARTY TO ANY ASSUMED EXECUTORY CONTRACT

WHO DOES NOT FILE A TIMELY OBJECTION TO THE CURE AMOUNT FOR SUCH

ASSUMED EXECUTORY CONTRACT is DEEMED TO HAVE CONSENTED TO SUCH

CURE AMOUNT.

Dated: October 16, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

Isl Kathleen P. Makowski

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.

com

rsaunders~pszj law.com

smcfarland~pszj law.com

Counsel for Debtors and Debtors in Possession

COUNTERPARTY

ACS

P.O. Box 196666

Anchorage, AK 99519-

6665

Alaska Mental Heath

Trust Authority

The Trust Land Offce

718 L Street, Suite 202

Anchoraqe, AK 99501

Aurora Gas LLC

6051 North Course

Drive Suite 200

Houston, TX 77043

Aurora Gas LLC

6051 North Course

Drive Suite 200

Houston, TX 77043

Branch of Realty

Bureau of Indian Affairs

West-Central Alaska

Field Office

3601 C Street, Suite

1100

Anchorage, AK 99503-

5947

Branch of Realty

Bureau of Indian Affairs

West-Central Alaska

Field Office

3601 C Street, Suite

1100

Anchorage, AK 99503-

5947

Bureau of Land

Management/ est

Foreland

222 W. 7th Ave, #13

Anchoraqe, AK 99513

Bureau of Land

Management/ est

Foreland

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Exhibit 1

CURE AMOUNT

DEBT

ASSUMED EXECUTORY

(AS OF OCTOBER 13, 2009)

OR

CONTRACT OR UNEXPIRED

LEASE

 

Total

Pre-

Post-

 

Petition

Petition

PEAO

Office Landline and Internet

 

$4,996.00

$3,585.00

$1,411.00

PEAO

MHT-9300062, MHT-9300063

$0.00

$0.00

$0.00

PEAO

Joint Operating Agreement

(Three Mile Creek) -Includes

$174,782.00

$77,949.00

$96,833.00

gas balancing agreement

(billed

dated August 2005.

through

 

August

2009)

PEAO

Gas Trans. & Measurement Agreement (Oct 2005)

$0.00

$0.00

$0.00

PEAO

Grant of Easement for Right of

$0.00

$0.00

$0.00

Way (A-47826)

PEAO

Grant of Easement for Right of

$0.00

$0.00

$0.00

Way (AA-8272-B)

PEAO

Oil & Gas Lease BLM-A-

035017/West Foreland

(See same

 

lease listed

under CIRI)

PEAO

West Foreland # 1-West

(See same

Foreland Field Compensatory

Royalty Agreement (See same

agreement below listed under

agreement

below listed

under the

,

"

-- - --------------- - ------- ----------------------- -- -- --------------- -------------------- - - ------ ------ - --------- -------- -------- -- ---/"

COUNTERPARTY

222 W. 7th Ave, #13

DEBT

OR

ASSUMED EXECUTORY

CONTRACT OR UNEXPIRED

LEASE

the State of Alaska Dept. of

Anchorage, AK 99513

Natural Resources)

Bureau of Land

PEAO

West Foreland # 2-West

Management/ est

Foreland Field Royalty Sharing

Foreland

Agreement (See same

222 W. 7th Ave, #13

agreement below listed under

Anchorage, AK 99513

the State of Alaska Dept. of

Natural Resources)

Cook Inlet Region, Inc.

PEAO

Oil & Gas Lease BLM-A-

PO Box 93330

035017/West Foreland (Land

Anchorage, AK 99509-

Owner) Includes BLM and

9330

$500,000 escrowed funds

Cook Inlet Region, Inc.

PEAO

West Foreland General

PO Box 93330

Agreement and related

Anchorage, AK 99509-

agreements and pipeline

9330

easements

Cook Inlet Region, Inc.

PEAO

Kustatan Trading Bay

PO Box 93330

Subsurface Easement

Anchorage, AK 99509-

Agreement along with related

9330

Kustatan Subsurface

Easement dated December 5,

2002

Cook Inlet Spill

PERL

Response Action Contract

Prevention and

Response, Inc.

P. O. Box 7314

Nikiski, AK 99635

ExxonMobil

PEAO

Point Thomson Unit Joint

3301 CSt # 400

Operating Agreement

Anchorage, AK 99503-

3958

Escopeta Oil & Gas

PERL

Letter Agreement Regarding

Corp.

and

Farm-Out (Feb 2009)

5005 Riverway, Suite

PEAO

440

Houston, TX 77056

FP Mailing Solutions

PEAO

Postage Meter

Dept. 4272

Carol Stream, IL 60122-

4272

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CURE AMOUNT (AS OF OCTOBER 13, 2009)

State of

Alaska

Dept. of

Natural

Resources)

(See same

agreement

below listed

under the

State of

Alaska

Dept. of

Natural

Resources)

$539,861.00

$36,064.00

$3,797.00

$8,483.63

$8,483.63

$0.00

$23,992.00

$23,992.00

$0.00

$11,705.21

$11,705.21

$0.00

l,

 

K

L

!

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$58.00

$58.00

$0.00

 

,

,

 

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COUNTERPARTY

Frontier Business

Systems

1432 Ingra St.

Anchoraqe, AK 99501

Industrial Refuse Inc.

44196 Kalifornsky

Beach Rd.

Soldotna, AK 99669

Lewis & Lewis

405 E. Fireweed Lane

Anchorage, AK 99503

MMS

Alaska OCS Region

3801 Centerpoint Drive,

Suite 500

Anchoraqe, AK 99503

MT A Communications,

Inc.

1740 S. Chugach St.

Palmer, AK 99645

Salamatof Native

Association

PO Box 2682

Kenai, AK 99611

Salamatof Native

Association

PO Box 2682

Kenai, AK 99611

Salamatof Native

Association

PO Box 2682

Kenai, AK 99611

Spectra Logic

Corporation

1700 North 55th St.

Bouldèr, CO 80301

State of

Alaska/Cosmopolitan

801 W. 10th Street Suite

302

Juneau, AK 99811

State of Alaska/Non-

unitized TBU

801 W. 1th Street Suite

302

Juneau, AK 99811

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DEBT

OR

PEAO

PEAO

PEAO

PEAO

PEAO

PEAO

PEAO

ASSUMED EXECUTORY

CONTRACT OR UNEXPIRED

LEASE

Copier Lease

Container Rentals

Printer Maintenance Contract

Oil & Gas Lease OCS-y-

01665 and OCS-Y-

01664/Cosmopolitan

Phone Maintenance

Right-of-Way Annual Lease for

Airstrip

Amendment #1 Surface Use and Easement Agreement

(orig. agreement is dated

August 27,1999, amendment

is effective AUQust 1,2002)

PEAO

PEAO

PEAO

PEAO

West Foreland General

Agreement and related

agreements and pipeline

easements

Software Maintenance

Contract

Oil & Gas Lease ADL-384404,

ADL-384403, ADL-18790,

ADL-3871

02, ADL-389230,

ADL-389525, ADL-389526,

/Cosmooolitan

Oil & Gas Lease ADL 18730,

ADL 18772, ADL 18777, ADL

17594, ADL 17579, ADL

21068, ADL 18716, ADL

17597, ADL 17602, ADL

18731, ADL 18758

(Only the Non-unitized

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CURE AMOUNT

(AS OF OCTOBER 13, 2009)

$0.00

$0.00

$809.32

$809.32

$1,053.93

$1,053.93

$0.00

$0.00

$1,372.49

$1,372.49

$0.00

$0.00

$50,000.00

$9,409.00

$8,485.00

$8,485.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

n U

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$40,591.00

n

$0.00

$0.00

$0.00

$0.00

,

,

,

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-- _ - - - _m_ - - - - -

COUNTERPARTY

DEBT

ASSUMED EXECUTORY

CURE AMOUNT

(AS OF OCTOBER 13, 2009)

 

OR

CONTRACT OR UNEXPIRED

 

LEASE

portions of leases)

State of Alaska/Redoubt

PEAO

Oil & Gas Lease ADL-390368,

801 W. 10th Street Suite

Kustatan

$2,889.00

$0.00

$2,889.00

302

Juneau, AK 99811

 

State of Alaska/Three

PEAO

Oil & Gas Lease ADL-388233,

Mile Creek

MHT-9300024, /Three Mile

$0.00

$0.00

$0.00

801 W. 10th Street Suite

Creek

302

Juneau, AK 99811

 

State of Alaska/West

PEAO

Oil & Gas Lease ADL-359111,

McArthur River

ADL-359112/West McArthur

$0.00

$0.00

$0.00

801

W. 10th Street Suite

River Unit

302

Juneau, AK 99811

 

State of Alaska/W est

PEAO

Oil & Gas Lease ADL-389509,

Foreland801 W. 10th

ADL-389510, ADL-389511,

$0.00

$0.00

$0.00

Street Suite 302Juneau,

ADL-389512, ADL-390551,

AK 99811

ADL-389503, ADL-389504,

 

ADL-390549, ADL-

390735/West Foreland

State of

PEAO

Oil & Gas Lease ADL-390578,

Alaska/Alexander

ADL-390585/North Alexander

$0.00

$0.00

$0.00

Prospect

Prospect

801

W. 10th Street Suite

302

Juneau, AK 99811

 

State of Alaska/Raptor

PEAO

Oil & Gas Lease ADL-17595,

Prospect

ADL-390370, ADL-390379,

$0.00

$0.00

$0.00

801

W. 10th Street Suite

ADL-391108/Raptor Prospect

302

Juneau, AK 99811

 

State of Alaska/Tutina

PEAO

Oil & Gas Lease ADL-390555,

Prospect

ADL-390556, ADL-

$0.00

$0.00

$0.00

801

W. 10th Street Suite

390557/Tutina Prospect

302

Juneau, AK 99811

 

State of Alaska/Pretty

PEAO

Oil & Gas Lease ADL-390571 ,

Creek

ADL-390749/Pretty Creek

$0.00

$0.00

$0.00

801 W. 10th Street Suite

 

302

Juneau, AK 99811

 

State of Alaska/Point

PEAO

Oil & Gas Lease ADL-47567,

Thomson

ADL-47562/Point Thomson

$0.00

$0.00

$0.00

801 W. 10th Street Suite

302

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COUNTERPARTY

Juneau, AK 99811

DEBT

OR

ASSUMED EXECUTORY

CONTRACT OR UNEXPIRED

LEASE

CURE AMOUNT

(AS OF OCTOBER 13, 2009)

State of Alaska/Olsen

PEAO

Oil & Gas Lease AOL-390579,

Creek

AOL-390100/0Isen Creek

801

W. 10th Street Suite

302

Juneau, AK 99811

 

State of Alaska/Falls

PEAO

Oil & Gas Lease AOL-

Creek Prospect

384314/Falls Creek Prospect!

801

W. 10th Street Suite

302

Juneau, AK 99811

 

State of Alaska/North

PEAO

Oil & Gas Lease AOL-

Susitna Basin

390077/North Susitna Basin

801

W. 10th Street Suite

302

Juneau, AK 99811

 

State of Alaska/South

PEAO

Oil & Gas Lease AOL-

Susitna Basin

390078/South Susitna Basin

801

W. 10th Street Suite

302

Juneau, AK 99811

 

State of Alaska Oept. of

PEAO

West Foreland # 1-West

Natural Resources

Foreland Field Compensatory

550 W. 7th Avenue,

Royalty Agreement

Suite 800

 

Anchoraç¡e, AK 95501

State of Alaska Oept. of

PEAO

West Foreland # 2-West

Natural Resources

Foreland Field Royalty Sharing

550 W. 7th Avenue,

Agreement

Suite 800

 

Anchoraqe, AK 95501

Symantec Corporation

PEAO

Software License

P.O. Box 60000

 

San Francisco, CA

94160

Tesoro

PEAO

Oil Sales Contract

300 Concord Plaza

 

Orive

San Antonio, TX 78218

 

The O'Brien's Group,

PEAO

Oil Spill

Inc.

Responder/Coordinator

P. O. Box 8500

 

Contract

Philadelphia, PA 19178-

 

2591

United States EPA

PERL

Stand-By Trust Agreement

Region 10

1200 6th Street

Seattle, WA 98101

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -,/'::/

COUNTERPARTY

US Bank

1310 Madrid St., Suite

101

Marshall, MN 56258-

4002

XTO Energy

P.O. Box 730587

Dallas, TX 75373-0587

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DEBT

OR

ASSUMED EXECUTORY

CONTRACT OR UNEXPIRED

LEASE

PEAO

Copier Lease

PEAO

Radio Tower and

Communications Services

~

--

--

CURE AMOUNT

(AS OF OCTOBER 13, 2009)

$1,520.53

$1,520.53

$0.00

$0.00

$0.00

$0.00

--

--

,

"

- - - - - - - - - - - - - - - - - - - - - - - - - -- - - - -