IN THE UNITED STATES BANUPTCY COURT

In re: )
CONTESTED MATTERS:
1. Alternative Motion of Abandonment of Rejection of

FOR THE DISTRICT OF DELAWAR

Chapter 11

)
Case No. 09-1 0785

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. )

(KC),

(Jointly Administered)

NOTICE OF AGENDA FOR MATTERS SCHEDULED FOR HEARNG ON JULY 29. 2009 AT 11 :30 A.M.

Any party participating telephonically must make arrangements through CourtCall by telephone (866-582-6878) or facsimile (866-533-2946), no later than 12:00 p.m., one (1) business day before the hearing.

Pacific Energy Alaska Operating LLC for an Order Authorizing Interests in Oil and Gas Properties at Trading Bay, Alaska and
Executory Contracts Relating Thereto (Filed June 16,2009; Docket No.

455)
Related Documents:
(a) Notice of

the Debtors for Orders Authorizing Abandonment of Certain Interests in Oil and Gas Properties in Alaska and Executory Contracts Relating Thereto (Filed July 2,2009; Docket Rejection of
Alternative Motions of

No. 549)

Objection Deadline: July 21,2009 at 4:00 p.m. (Extended to July 24,2009 for Creditors' Committee)

Objections/Responses:
(a) Limited Objection of Union Oil Company of California to Alternative Motion of Pacific Energy Alaska Operating LLC for an Order Authorizing Abandonment of

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 J.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 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _DE: 150755.4

Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of
Executory Contracts Relating Thereto (Filed July 10, 2009; Docket No. 572)
Status: This matter is going forward.

2. Debtors' Motion for an Order (A) Approving Sale of

Debtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections the Bankptcy Code, (II) Assuming and Assigning Certain 363(b), (f) and (m) of Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed July 2, 2009; Docket No. 545)
Related Documents:
(a) (signed) Order (A) Approving Procedures for Sale of

the Debtors' Alaska Assets; (B) Scheduling Auction and Hearing to Consider Approval of Sale; Respective Dates, Times and Places for Auction and (C) Approving Notice of for Hearng on Approval of (I) Sale and (II) Assumption and Assignent of Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of
(Entered July 1, 2009; Docket No. 532)

Notice; and (E) Granting Related Relief

(b) Notice of Auction and Sale Hearng (Filed July 2, 2009; Docket No. 546)
(c) Notice of

Sale Procedures, Auction Date and Sale Hearing (Filed July 2,2009;

Docket No. 547)

(d) Notice to Counterparies to Executory Contracts and Unexpired Leases that

May be Assumed and Assigned (Filed July 2, 2009; Docket No. 548)
(e) Amended Notice to Counterparies to Executory Contracts and Unexpired Leases that May be Assumed and Assigned (Filed July 11, 2009; Docket No. 585)

(f) Amended Notice to Counterparies to Executory Contracts and Unexpired

Leases that May be Assumed and Assigned (Filed July 17, 2009; Docket No. 623)
(g) Notice of Auction Results for Alaska Assets and Date and Time of Sale Hearng

(Filed July 22, 2009; Docket No. 652)

Objection Deadline: July 21,2009 at 4:00 p.m. (Extended to July 22 for State of Alaska
and to July 24,2009 for J. Aron and Silver Point)

68773-002\DOCS _DE: 150755.4

Ob j ections/Responses:

(a) Preliminar Objection of

Union Oil Company of Californa (A) to Debtors' Debtors' Alaska Assets Free and Clear Motion for an Order (I) Approving Sale of of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and (m) ofthe Banptcy Code, (II) Assuming and Assignng Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief; and (B) to Debtors' Proposed Cure Amounts Under Executory Contracts (Filed July
15,2009; Docket No. 605)

(b) Limited Objection to Cure Amount of

Whale Building LLC to the Amended Notice to Counterparies to Executory Contracts and Unexpired Leases that May Be Assumed and Assigned (Filed July 20, 2009; Docket No. 629)

(c) Limited Objection of

Marathon Oil Company to Debtors' (A) Motion for an Debtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and the Banptcy Code, (II) Assuming and Assigning Certain Executory (m) of Contracts and Unexpired Leases; and (III) Granting Related Relief and (B) Amended Notice to Counterparies to Executory Contracts and Unexpired Leases That May be Assumed and Assigned (Filed July 21,2009; Docket No. 634)
Order (I) Approving Sale of

(d) Preliminar Obj ection of Daniel K. Donkel to Debtors' Motion for an Order: (I)

Debtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and (m) of the Banptcy Code, (II) Assuming and Assigning Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed July 21, 2009; Docket
Approving Sale of

No. 635)

(e) Objection of

Unsecured Creditors to Debtors' Motion Debtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f)
the Offcial Committee of for an Order: (I) Approving Sale of and (m) of

the Bankptcy Code, (II) Assuming and Assignng Certain Executory

Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed July 21, 2009; Docket No. 636)
(f) Digital Data Joint Ventue's Response to Debtors' Amended Notice to Executory

Contracts and Unexpired Leases that May Be Assumed and Assigned (Filed July
21,2009; Docket No. 637)

(g) Cook Inlet Region, Inc.'s (I) Limited Objection to the Debtors' Motion for an Debtors' Alaska Assets (Non-Trading Bay), and (II) Limited Objection to the Amended Notice to Counterparies Re Executory Contracts and Unexpired Leases (Filed July 21,2009; Docket No. 638)
Order Approving Sale of

68773-002\DOCS _DE: 150755.4

(h) Conditional Objection of

Medema Family Trust to Debtors' Motion for an Order Approving Sale of Debtors' Alaska Assets Free and Clear of Liens and Interests (Filed July 21,2009; Docket No. 639)
United States, on behalf of Deparent of

(i) Objection of

Interior through the Minerals Management Service and the Bureau of Land Management to Amended Notice to Counterparies to Executory Contracts and Unexpired Leases That May be Assumed and Assigned (Filed July 21,2009; Docket No. 640)

(j) Joinder (to Cook Inlet Region, Inc.'s Limited Objection) and Limited Objection
Approving Sale of

Native Association, Inc. to the Debtors' Motion for an Order (I) Debtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and (m) ofthe
of Salam at of

Banptcy Code, (II) Assuming and Assignng Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief, and Limited Objection to the Amended Notice to Counterparies to Executory Contracts and Unexpired Leases That May be Assumed and Assigned (Filed July 21,2009; Docket No. 643)
(k) Objection of

State of Alaska to Debtors' Sale Motion (Filed July 22,2009;

Docket No. 651)

(1) Reply To Objections To Debtors' Motion For An Order: (I) Approving Sale Of

Debtors' Alaska Assets Free And Clear Of All Liens, Claims, Encumbrances And
Other Interests Pursuant To Sections 363(B), (F) And (M) Of

The Bankptcy

Code; (II) Assuming And Assigning Certain Executory Contracts And Unexpired Leases; And (III) Granting Related Relief (Filed July 24, 2009; Docket No. 664)
Status: This matter is going forward.

68773-002\DOCS _DE: 150755.4

Dated: July 24, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

L r Davis Jones (DE Bar No. 2436)

a . Kharasch (CA Bar No. 109084)

Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172)
James E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones(ipszilaw.com

ikharasch~JJszilaw .com smcfarland~JJszilaw .com

rsaunders(ipszilaw.com ioneil(ipszilaw.com kmakowski~pszilaw.com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-002\DOCS _DE: 150755.4

IN THE UNITED STATES BANUPTCY COURT

In re:

FOR THE DISTRICT OF DELAWAR ) Chapter 11

)

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors.

) )

Case No. 09-10785 (KC) (Jointly Administered)

AFFIDAVIT OF SERVICE

STATE OF DELAWAR )
) ss:

COUNTY OF NEW CASTLE )

Monica A. Molitor, being duly sworn according to law, deposes and says that she is
employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in the

above-captioned action, and that on the 24th day of July, 2009 she caused a copy ofthe following

document(s) to be served upon the paries on the attached service lists in the maner indicated:

Notice of Agenda for Matters Scheduled for Hearing 0 uly 29, 2009
At 11 :30 a.m.

Monica A. Molitor

oeBA L. yOU
NOTAR PUIC
STATE OF DELAWAR
My co ex JI 18, %011

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.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 ofthe Debtors is 111 W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

1 The Debtors in these cases, along with the last four digits of each of

Joseph McMahon, Esq. (U.S. Trustee) Ira D. Kharasch, Esq. Robert Saunders, Esq. Scotta McFarland, Esq. (counsel to the Debtors) Jeffrey Sabin, Esq.
(counsel to the Lenders)

302-573-6497

":PllONE NUMB:ER~i 302-573-6491

310-201-0760

310-277-6910

212-752-5378
617-345-5001
312-407-8511

212-705-7747
617-951-8288

Amy Kyle, Esq. (counsel to the Lenders)

Seth Jacobson, Esq.

312-407-0889

(counsel for the Lenders) David B. Stratton, Esq.

James C. Cargnan, Esq.

302-421-8390

302-777-6500

(counsel for Creditors' Committee)

Francis J. Lawall, Esq. (counsel for Creditors ' Committee) 215-981-4750 202-429-3902

215-981-4000 202-429-3000

Filiberto Agusti, Esq.

Steven Reed, Esq.

Josehua Taylor, Esq. (counsel for Creditors' Committee)

Robbin Itkin, Esq. Katherine Piper, Esq. Kelly Frazier, Esq. (counsel for Creditors' Committee)

310-734-3300

310-734-3200

Norman M. Monhait, Esquire (counsel for Union Oil Company of CA)

Robert R. Leinwand, Esquire (counsel for Whale Building LLC)

302-658-7567

302-656-4433

212-956-2164
302-661-7729

212-603-6300
302-252-4361

Francis A. Monaco, Jr., Esquire Fevin J. Mangan, Esquire (counsel for Marathon Oil)
William E. Chipman, Jr., Esquire (counsel for Danel K. Donkel) (counsel for Medema Family Trust)

302-467-4450

302-467-4400

John C. Siemers, Esquire

907-258-2530
907-279-5358 713-659-2908

907-276-6100
907-276-1711

(counsel for Medema Family Trust)

Chrstopher M. Brecht, Esquire

(counsel for Daniel K. Donkel)

Frederick T. Johnson, Esquire

(counsel for Digitel Data Joint Ventue)

713-659-2900
302-425-7171

Robert W. Mallard, Esquire (counsel for Cook Inlet Region, Inc.)

E. Kathleen Shahan, Esquire (counsel for United States)

302-425-7177

202-307-0494
302-573-6431

202-307-0249
302-573-6277
907 - 222- 71 07

Ellen W. Slights, Esquire (counsel for United States)

John C. Smith, Esquire

907-222-0839

(counsel for Salamatof)

Gerald K. Smith, Squire

602-734-3834 302-425-6464
610-371-7972
212-468- 7900

602-262-5348

(counsel for Salamatof)

Micahel D. DeBaecke, Esquire (counsel for Salamatof) Joseph H. Huston, Jr., Esquire (counsel for State of Alaska)

302-425-6412

302-425-3310

Lorenzo Marnuzzi, Esquire (counsel for State of Alaska)

212-468-8000