IN THE UNITED STATES BANKRUPTCY COURT

In re: )
CONTINUED MATTERS:

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

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

Debtors. )

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

Related Docket No. 798

AMENDED NOTICE OF AGENDA FOR MATTERS SCHEDULED FOR HEARING ON SEPTEMBER 1.2009 AT 10:00 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.

1. Debtors' Motion for an Order Authorizing Abandonment of Interests in the Spurr

Platform Located in Alaska and Rejection of Executory Contracts Relating Thereto (Filed
May 11,2009; Docket No. 291)

Objection Deadline: May 27, 2009 at 4:00 p.m. (Extended to May 29,2009 at 4:00 p.m.
for the Committee and to June 1, 2009 at 10:00 a.m. for Marathon) (Extended to August 27,2009 at 12:00 Midnight for the United

States Trustee)
o b jections/Responses:
the Official Committee of

(a) Limited Objection of

Unsecured Creditors (Filed May

29, 2009; Docket No. 367)

(b) Objection of

Marathon Oil Company (Filed June 1,2009; Docket No. 371)

Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

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 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.

2. Cook Inlet Region, Inc.'s Motion to Compel Payment of Administrative Expenses (Filed

June 30, 2009; Docket No. 518)

Related Documents:
(a) Affidavit of No. Kim Cunningham in Support of

Motion (Filed June 30, 2009; Docket

519)

Objection Deadline: July 28, 2009 at 4:00 p.m. (Extended to August 25, 2009 for the
Debtors) (Extended to August 27,2009 at 12:00 Midnight for the

United States Trustee)

Ob j ections/Responses:
(a) Debtors' Objection to Cook Inlet Region, Inc.'s Motion to Compel Payment of

Administrative Expenses (Filed August 25, 2009; Docket No. 792)

Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

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

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 (III) Granting Related Relief (Filed July 2, 2009;
Docket No. 550)

(a) (signed) Order (A) Approving Procedures for Sale of

the Debtors' Beta Assets; (B) Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice of Respective Dates, Times and Places for Auction and for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of Notice; and (E) Granting Related Relief (Entered July 1,2009; Docket No. 533)

(b) Notice of Auction and Sale Hearing (Filed July 2, 2009; Docket No. 551)
(c) Notice of Sale Procedures, Auction Date and Sale Hearing (Filed July 2, 2009; Docket No. 552)

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

May be Assumed and Assigned (Filed July 2, 2009; Docket No. 553)
(e) Amended Notice to Counterparies to Executory Contracts and Unexpired Leases that May be Assumed and Assigned (Filed July 17,2009; Docket No. 620)

Objection Deadline: July 21,2009 at 4:00 p.m. (Extended to July 29,2009 for Creditors' Committee) (Extended to August 27,2009 at 12:00 Midnight for the United States Trustee)
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Ob j ections/Responses:

(a) Protective Objection of

Westchester Fire Insurance Company and Ace USA to Debtors' Beta Assets Free Debtors' Motion for an Order (A) Approving Sale of 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 (II) Granting Related Relief (Filed July 27, 2009; Docket No. 671)
(b) Limited Objection of

Noble Energy, Inc. to Debtors' Motion for an Order (A) Approving Sale of Debtors' Beta 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 27,2009; Docket
No. 675)

(c) Objection by Aera Energy LLC to Debtors' Motion for an Order (A) Approving

Sale of Debtors' Beta 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 (II) Granting Related Relief (Filed July 27,2009; Docket No. 677)
(d) Objection of

Unsecured Creditors to Debtors' Motion Debtors' Beta Assets Free and Clear of All for an Order: (A) Approving Sale of Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) the Bankruptcy Code, (II) Assuming and Assigning Certain Executory and (m) of Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed July 30,
the Offcial Committee of

2009; Docket No. 684)

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

Debtors' Beta 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 31, 2009; Docket No. 687)
Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

4. Debtors' Motion for Order (A) Dismissing the Chapter 11 Case of

San Pedro Bay Pipeline Company Conditioned Upon Sale of Stock by Pacific Energy Resources Ltd. And (B) Approving Releases of Claims between San Pedro Bay Pipeline Company and
the Other Debtors (Filed July 11, 2009; Docket No. 584)
Objection Deadline: July 28,2009 at 4:00 p.m. (Extended to August 27,2009 at 12:00

Midnight for the United States Trustee)

Objections/Responses: None to date.

Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

5. Motion of Cook Inlet Pipe Line Company to Compel Payment of Administrative

Expenses (Filed July 17,2009; Docket No. 619)

Objection Deadline: July 28, 2009 at 4:00 p.m.

Reply Deadline for Cook Inlet Pipe Line Company: August 25, 2009, at 4:00 p.m. (Extended to September 29,2009 at 4:00 p.m.)
o b jections/Responses:

(a) Objection of

Cook Inlet Pipe Line Company to Compel Payment of Administrative Expenses (Filed July 28,2009; Docket No. 676)
the Debtors to Motion of

Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

CONTINUED PRETRIAL CONFERENCES:

6. Pre-Trial Conference re: Complaint for Declaratory Judgment and for Damages:

Marathon Oil Company v. Pacifc Energy Resources, Ltd., et at. (Filed June 1, 2009; Docket No. 370 and A-09-51004, Docket No.1)
Related Documents:
(a) Summons and Notice of

Pretrial Conference (Filed June 9, 2009; A-09-51004,

Docket No.3)
(b) Stipulation Regarding Plaintiff s Responses to Defendants' Various Motions

(Filed August 5, 2009, A-09-51 004; Docket No. 18)

(c) Second Stipulation Regarding Plaintiffs Responses to Defendants' Various

Motions (Filed August 14,2009; A-09.,Sl004, Docket No. 20)

Objection Deadline: July 2,2009 at 4:00 p.m. (Extended to August 27, 2009 at 12:00

Midnight for the United States Trustee)

o b j ections/Responses:
(a) Motion of Defendants Union Oil Company of California and Chevron

Corporation to Dismiss or Abstain from Exercising Jurisdiction over Marathon Oil Company's Complaint against Union and Chevron (Filed July 10,2009, A09-51004, Docket No.4)
(b) Opening Brief in Support of Motion of Defendants Union Oil Company of

California and Chevron Corporation to Dismiss or Abstain from Exercising Jurisdiction over Marathon Oil Company's Complaint against Union and Chevron (Filed July 10,2009, A-09-51004, DocketNo. 5)
(c) Motion of Withdrawal of

Defendants Forest Oil Corporation and Forest Alaska Holding, LLC for
Reference under 28 U.S.C". Section 157(d) and Fed. R. Ban. P.

5011 (Filed July 13,2009, A-09-51004, Docket No.6)

(d) Opening Brief of LLC in Support of

Defendants Forest Oil Corporation and Forest Alaska Holding,

Motion for Withdrawal of

Reference under 28 U.S.C. Section

157(d) and Fed. R. Bank. P. 5011 (Filed July 13,2009, A-09-51004, Docket No.
7)

(e) Motion of

Defendants Forest Oil Corporation and Forest Alaska Holding, LLC for a Determination with Respect to Whether Proceeding is Core or Non-Core (Filed July 13,2009, A-09-51004, Docket No.8)
Defendants Forest Oil Corporation and Forest Alaska Holding, LLC in Support of Motion for a Determination with Respect to Whether Proceeding is Core or Non-Core (Filed July 13, 2009, A-09-51 004, Docket No.9)

(f) Opening Brief of

(g) Forest Oil Corporation and Forest Alaska Holding, LLC's Original Answer (Filed

July 13, 2009; A-09-51004, Docket No. 10)

(h) Debtors' Motion to Dismiss Complaint Pursuant to Federal Rule of Civil

Procedure 12(b)(I) and (6) (Filed July 13,2009, A-09-51004, Docket No. 12)

(i) Unopposed Motion of the State of Alaska to Intervene Pursuant to Rule 7024 of Bankrptcy Procedure (Filed July 27,2009, A-09-51004,
the Federal Rules of

Docket No. 13)

(j) Brief in Support of the Unopposed Motion of the State of Alaska to Intervene
Pursuant to Rule 7024 of the Federal Rules of

Bankrptcy Procedure (Filed July

27,2009, A-09-51004, Docket No. 14)

(k) (signed) Order Granting the State of Alaska's Unopposed Motion to Intervene

(Entered August 3, 2009, A-09-51 004, Docket No. 17)

(I) Third Stipulation Regarding Plaintiff's Responses to Defendants' Various

Motions (Filed August 28, 2009, A-09-51004, Docket No. 21)

(m) Joinder of the State of Alaska in (I) Debtors' Motion to Dismiss the Marathon Complaint, (II) Union's Motion to Dismiss the Marathon

Complaint and (III) Forest's Motion for a Determination of Whether the Adversary Proceeding is Core or Non Core and Related Motion Seeking a Withdrawal of the Reference under 28 V.S.C. Section 157(d) and Fed. R.
Bankr. P. 5011 (Filed August 31,2009; A-09-51004, Docket No. 22)

Deadline for Plaintiff's and Defendants' Respective Responses to Chevron Motion,

Debtors' Motion and Forest Motions: September 14,2009 at 4:00 p.m.

Deadline for Replies to Responses: October 15, 2009 at 4:00 p.m.
Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.
7. Pre-Trial Conference re: Complaint: Union Oil Company of

California v. Pacifc Energy Alaska Operating, LLC and Silver Point Finance, LLC, (Filed June 18, 2009; Docket No. 465 and A-09-51 066, Docket No.1)
Related Documents:

(a) Stipulation and (Proposed) Order (Filed June 30, 2009; A-09-51 066, Docket No.

3) "

Objection Deadline: July 20, 2009 (Extended to August 27,2009 at 12:00 Midnight for

the United States Trustee)

o b jections/Responses:
(a) Defendant Silver Point Finance's Answer and Separate Defenses to Plaintiffs

Complaint for Declaratory Judgment (Filed July 20, 2009; A-09-51 066, Docket

No.4)
(b) Pacific Energy Alaska Operating, LLC's Answer to Complaint (Filed July 20,

2009; A-09-51 066, Docket No.5)

Status: This matter is being continued to October 6, 2009 at 11 :00 a.m.

UNCONTESTED MATTERS:
8. Application of Debtors Pursuant to Sections 105(a), 327(a), 328 and 330 of

the

Bankptcy Code and Rules 2014 and 2016 of the Bankptcy Rules for an Order
Authorizing the Debtors to Retain, Employ and Compensate Loeb & Loeb as Special Tax Counsel nunc pro tunc to June 26, 2009 (Filed August 11,2009; Docket No. 735)
Related Documents:
(a) Certification of No Objection (Filed August 28,2009; Docket No. 799)

Objection Deadline: August 25, 2009 at 4:00 p.m. (Extended to August 27,2009 at 12:00 Midnight for the United States Trustee)
Objections/Responses: None to date.
Status: A Certifcation of No Objection has been fied with the Court.

9. Motion of Schully, Slattery & Marino PLC for Authority to Apply Prepetition Retainer to Unpaid Prepetition Fees (Filed August 13,2009; Docket No. 744)
Related Documents:
(a) Certifcation of No Objection (Filed August 28,2009; Docket No. 800)

Objection Deadline: August 25, 2009 at 4:00 p.m. (Extended to August 27,2009 at 12:00 Midnight for the United States Trustee)
Objections/Responses: None to date.

Status: A Certification of No Objection has been fied with the Court.

10. Motion of

Debtors for Authority for Pacific Energy Alaska Operating LLC to Enter into (A) a Gas Purchase and Exchange Agreement with Marathon Alaska Production LLC and (B) an Asset Exchange Agreement with Union Oil Company of California and Marathon Oil Company (Filed August 15, 2009; Docket No. 750)

Related Documents:
(a) Motion of

Pricing and Certain the Debtors for an Order Authorizing Filing of Term Information Contained in the Gas Purchase and Exchange Agreement
No. 751)

under Seal (Filed August 15,2009; Docket

(b) (signed) Order Granting Motion to Set a Hearing Date and Shorten Notice

(Entered August 18, 2009; Docket No. 766)

(c) Notice of

Hearing on Motion (Filed August 18,2009; Docket No. 769)

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(d) Certification of

No Objection (Filed August 28, 2009; Docket No. 803)

12:00 Midnight for the United States Trustee)

Objection Deadline: August 27,2009 at 4:00 p.m. (Extended to August 27,2009 at

Objections/Responses: None to date.
Status: A Certifcation of No Objection has been fied with the Court.

11. Motion of Debtors for an Order Approving a Supplemental Employee Incentive Plan to

Facilitate an Orderly Abandonment of Alaska Assets (Filed August 15,2009; Docket No. 753)
Related Documents:
(a) (signed) Order Granting Motion to Set a Hearing Date and Shorten Notice

(Entered August 18, 2009; Docket No. 765)

(b) Notice of

Hearing on Motion (Filed August 18,2009; Docket No. 770)

No Objection (Filed August 28,2009; Docket No. 801)

(c) Certification of

Objection Deadline: August 27, 2009 at 4:00 p.m. (Extended to August 27,2009 at 12:00 Midnight for the United States Trustee)
Objections/Responses: None to date.
Status: A Certification of

No Objection has ben fied with the Court. The Debtors intend to present a revised order at the hearing.

12. Motion of Debtors to File under Seal Exhibit A to Motion for an Order Approving Supplemental Employee Incentive Plan to Facilitate an Orderly Abandonment of Alaska
Assets (Filed August 15, 2009; Docket No. 755)

Related Documents:
(a) Notice of Hearing re Motion of Debtors to File under Seal Exhibit A to Motion for an Order Approving Supplemental Employee Incentive Plan to Facilitate an Orderly Abandonment of Alaska Assets (Filed August 17,2009; Docket No. 760)

(b) Certifcation of

No Objection (Filed August 28,2009; Docket No. 802)

Objection Deadline: August 25,2009 at 4:00 p.m. (Extended to August 27,2009 at

12:00 Midnight for the United States Trustee)
Objections/Responses: None to date.

Status: A Certifcation of No Objection has been fied with the Court.

CONTESTED MATTERS:
13. Alternative Motion of Pacific Energy Alaska Operating LLC for an Order Authorizing
Abandonment of

Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of Executory Contracts Relating Thereto (Filed June 16, 2009; Docket No. 455)
Related Documents:
(a) Notice of Alternative Motions of

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

No. 549)

(b) (signed) Order Granting Debtors' Motion for Leave to Exceed Reply Brief Page Limitation (Entered August 31,2009; Docket No. 809)

Objection Deadline: July 21, 2009 at 4:00 p.mJExtended to July 24,2009 for Creditors' Committee) (Extended to August 27, 2009 at 12:00
Midnight for the United States Trustee)
o b j ections/Responses:

(a) Limited Objection of

California to Alternative Motion of Union Oil Company of Pacific Energy Alaska Operating LLC for an Order Authorizing Abandonment of Interests in Oil and Gas Properties at Trading Bay, Alaska and Rejection of Executory Contracts Relating Thereto (Filed July 10,2009; Docket No. 572)

(b) Hearing Memorandum and Supplemental Objection of

Union Oil Company of California in Opposition to the Scope of the Alternative Motion of Pacific Energy Operating LLC for an Order Authorizing Abandonment of Interests in Oil and Executory Contracts Gas Properties at Trading Bay, Alaska and Rejection of Relating Thereto (Filed August 21, 2009; Docket No. 781)
the State of Alaska to Debtors' Abandonment Motions (Filed August

(c) Objection of

27,2009; Docket No. 793)

(d) Preliminary Exhibit and Witness List of Union Oil Company of California
(Filed"

August 28, 2009; Docket No. 808)

Reply:
(a) Debtors' Hearing Memorandum and Reply to Supplemental Objection of

Union Oil Company of California and Motion for Leave to Exceed Reply Brief Page Limitation (Filed August 27,2009; Docket No. 795)
there wil not be an evidentiary

Status: This matter is going forward; however,

hearing at this time.

14. Alternative Motion of Pacific Energy Alaska Ope'rating LLC for an Order Authorizing

Abandonment of Certain Interests in Oil and Gas'Properties in Alaska (Excluding Trading Bay) and Rejection of Executory Contracts Relating Thereto (Filed June 16, 2009; Docket No. 456)

Objection Deadline: July 21,2009 at 4:00 p.m. (Extended to August 26 at 12:00 Midnight for the State of Alaska) (Extended to August 27, 2009 at 12:00 Midnight for the United States Trustee)
Ob j ections/Responses:

(a) Objection of

Department ofInterior, through the Bureau of Land Management to Alternative Motion of the Debtors for an Order Authorizing Abandonment of Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay) and Rejection of Executory Contracts Relating Thereto (Filed July 21, 2009; Docket No. 631)
United States, on behalf of

(b) Response of

Marathon Oil Company to the Alternative Motion of the Debtors for an Order Authorizing Abandonment of Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay) and Rejection of Executory Contracts Relating Thereto (Filed July 21, 2009; Docket No. 633)

(c) Cook Inlet Region, Inc.'s Objection to Debtors' Alternative Motion for an Order Authorizing Abandonment of Certain Interests in Oil and Gas Properties in
Alaska (Excluding Trading Bay) and Rejetion of

Executory Contracts Relating

Thereto (Filed July 21, 2009; Docket No. 641)

(d) Joinder (to Cook Inlet Region, Inc.'s Objection) and Objection of Salamatof

Native Association to Debtors' Alternative Motion for an Order Authorizing Abandonment of Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay) and Rejection of Executory Contracts Relating Thereto (Filed July
21,2009; Docket

No. 642)

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(e) Objection of

the State of Alaska to Debtors' Abandonment Motions (Filed August

27,2009; Docket No. 793)

(f) Cook Inlet Region, Inc.'s Supplemental Objection to Debtors' Motion to

Abandon the Non-Trading Bay (Group 1) Assets (Filed August 28,2009; Docket No. 807)
Reply:
(a) Reply to Objections and Supplement to Alternative Motion (Filed August 27, 2009; Docket No. 796)

Status: This matter is going forward.

15. 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
363(b), (f) and (m) of

the Bankuptcy Code, (II) Assuming and Assigning Certain

Executory Contracts and Unexpired Leases; and (II) Granting Related Relief (Filed July 2, 2009; Docket No. 545)
Related Documents:
(a) (signed) Order (A) Approving Procedures for Sale ofthe Debtors' Alaska

Assets; (B) Scheduling Auction and Haring to Consider Approval of Sale; (C) Approving Notice of Respective Dates, Times and Places for Auction and for Hearing on Approval of (I) Sale and (II) Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (D) Approving Forms of Notice; and (E) Granting Related Relief (Entered July 1,2009; Docket No. 532)
(b) Notice of Auction and Sale Hearing (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 Counterparties to Executory Contracts and Unexpired Leases that

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

(f) Amended Notice to Counterparties to Executory Contracts and Unexpired Leases that May be Assumed and Assigned (Filed July 17,2009; Docket No.
623)

11

(g) Notice of Auction Results for Alaska Assets and Date and Time of Sale Hearing

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

(h) Amended Notice of Auction Results for Alaska Assets and Date and time of
Sale Hearing (Filed August 3, 2009; Docket No. 703)
(i) Notice of Filing Purchase and Sale Agreement by and between Ocar Energy

LLC and Pacific Energy Alaska Operating LLC and Pacific Energy Alaska
Holdings, LLC Dated as of August 7,2009 (Filed August 11,2009; Docket No. 734)
(j) (signed) Order (I) Approving Sale of

the Debtors Assets at Trading Bay, Alaska Free And Clear Of Liens, Claims, Interests and Encumbrances Pursuant to
Sections 363(b), (f) and (m) of

the Bankptcy Code, (II) Assuming and

Assigning Certain Executory Contracts and Unexpired Leases; and (II)

Granting Related Relief (Entered August 18, 2009; Docket No. 768)

Objection Deadline: July 21, 2009 at 4:00 p.m. (Extended to July 22 for State of Alaska and to July 24, 2009 for 1. Aron and Silver Point) (Extended to August 27,2009 at 12:00 Midnight for the United States Trustee)
o b jections/Responses:

(a) Preliminary Objection of

Union Oil Company of California (A) to Debtors' Motion for an Order (I) Approving Sale fDebtors' Alaska Assets Free and Clear of All Liens, Claims, Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and (m) ofthe Bankptcy Code, (II) Assuming and Assigning 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 Counterparties 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
Order (I) Approving Sale of (m) of

the Banuptcy Code, (II) Assuming and Assigning Certain Executory

Contracts and Unexpired Leases; and (II) Granting Related Relief and (B) Amended Notice to Counterparties to Executory Contracts and Unexpired Leases That May be Assumed and Assigned (Filed July 21, 2009; Docket No. 634)

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(d) Preliminary Objection of

Daniel K. Donkel to Debtors' Motion for an Order: (I) Approving Sale of Debtors' Alaska Assets Free and Clear of All Liens, Claims, the Encumbrances and Other Interests Pursuant to Sections 363(b), (f) and (m) of Bankptcy Code, (II) Assuming and Assigning Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (Filed July 21, 2009; Docket

No. 635)

(e) Objection of

Unsecured Creditors 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)
the Offcial Committee of and (m) of

the Banruptcy Code, (II) Assming and Assigning Certain Executory

Contracts and Unexpired Leases; and (liiy Granting Related Relief (Filed July 21, 2009; Docket No. 636)
(f) Digital Data Joint Venture'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 Obj ection to the Debtors' Motion for an Order Approving Sale of Debtors' Alaska Assets (Non-Trading Bay), and (II) Limited Objection to the Amended Notice to Counterparties Re Executory Contracts and Unexpired Leases (Filed July 21, 2009; Docket No. 638)
(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)

(i) Objection of United States, on behalf of Department 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

of SalamatofNative Association, Inc. to the 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) ofthe Banuptcy Code, (II) Assuming and Assigning Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief, and Limited Objection to the Amended Notice to Counterparties 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)

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(1) CIRI's Supplemental Objection to the Debtors' Motion for an Order Approving
Sale of Debtors' Alaska Assets (Non-Trading Bay) and Assumption and Assignment of Executory Contracts and Leases (Filed July 31, 2009; Docket No. 699)

(m) CIRI's Conditional Non-Opposition to Sale of

Group 2 Assets to Ocar Energy,

LCC (Filed August 2,2009; Docket No. 737)

Replies to Objections
(a) 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)
(b) Response of J. Aron & Company to Objections to Debtors' Motion For An Order:

Debtors' Alaska Assets Free And Clear Of All Liens, Claims, Encumbrances And Other Interests Pursuant To Sections 363(B), (F) And (M) Of The Bankuptcy Code; (II) Assuming And Assigning Certain Executory Contracts And Unexpired Leases; And (III) Granting Related Relief (Filed July 24, 2009; Docket No. 669)
(I) Approving Sale Of

Status: This matter is going forward.

PRE- TRIAL CONFERENCES GOING FORWARD:

16. Pre-Trial Conference re: Complaint: Noble Energy, Inc. v. Pacifc Energy Resources,

Ltd., (Filed June 3, 2009; Docket No. 391 and A-09-51009, Docket No.1)
Related Documents:
(a) Summons and Notice of

Pretrial Conference (Filed June 4, 2009; A-09-51009,

Docket No.3)
Objection Deadline: July 4,2009 at 4:00 p.m. (Extended to August 27,2009 at 12:00

Midnight for the United States Trustee)

o b j ections/Responses:
(a) Pacific Energy Resources, Ltd.'s Answer to Complaint (Filed July 13,2009; A-

09-51009, Docket No.4)

14

Status: This matter is going forward. The parties intend to present a stipulated scheduling order.
Dated: August 31,2009

PACHULSKI STANG ZIEHL & JONES LLP

CA Bar No. 165391)

2)

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

68773-002\DOCS _DE: 152580. i

15

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE ) Chapter 11
) ) ) )

In re:

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

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

AFFIDAVIT OF SERVICE

STATE OF DELAWARE )
) ss:

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, 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 3151 day of August, 2009 she caused a copy of the

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

AMENDED AGENDA NOTICE FOR HEARING SCHEDULED SEPTEMBER 1, 2009 AT 10:00 A.M.

leen Forte Finlayso

DEBR L. YOUG NOTAR PUBIC

STATE OF DELAWA
_ ll 1Ti1~.-iJ1'. J)11

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 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 1 i 1 W.

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

ALL BELOW SERVED VIA FACSIMILE

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

FAX NUMBER 302-573-6497

310-201-0760

PHONE NUMBER
302-573-6491

310-277-6910

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

212-705-7747
617-951-8288

(counsel to the Lenders)

Amy Kyle, Esq.

(counsel to the Lenders)
Seth Jacobson, Esq.

312-407-0889 302-777-6500

(counsel for the Lenders)

David B. Stratton, Esq. James C. Carignan, Esq. (counsel for Creditors' Committee)
302-421-8390

Francis J. Lawall, Esq. (counsel for Creditors' Committee)

Filiberto Agusti, Esq.
Steven Reed, Esq.

215-981-4750 202-429-3902

215-981-4000
202-429-3000

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)

Wiliam E. Chipman, Jr., Esquire (counsel for Daniel 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 302-425-7177

907-276-6100
907-276-1711

(counsel for Medema Family Trust) Christopher M. Brecht, Esquire (counsel for Daniel K. Donkel)

Frederick T. Johnson, Esquire (counsel for Digitel Data Joint Venture) Robert W. Mallard, Esquire (counsel for Cook Inlet Region, Inc.)

713-659-2900
302-425-7171

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

202-307-0494
302-573-6431

202-307-0249
302-573-6277
907 -222-7107

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

John C. Smith, Esquire (counsel for Salamatof)
Gerald K. Smith, Squire

907-222-7199
602-734- 3834

602-262-5348

(counsel for Salamatof)

Micahel D. DeBaecke, Esquire (counsel for Salamatof)

Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire (counsel for Westchester Fire Ins. Co. and ACE USA) (counsel for Noble Energy) Robert McL. Boote, Esquire (counsel for Westchester Fire Ins. Co. and ACE USA)
Steven E. Rich, Esquire (counsel for Aera Energy LLC)

302-425-6464 302-252-4466

302-425-6412
302-252-4465

215-864-8999

215-665-8500

213-625-0248
713-238-4634
713-654-1871

213-229-9500 713-238-3000
713-654-8111

Charles S. Kelley, Esquire (counsel for Aera Energy LLC) Mitchell E. Ayer, Esquire (counsel for Noble Energy Inc.)

Francis A. Monzco, Jr., Esquire Kevin J. Mangan, Esquire (counsel for Marathon Oil Company)

302-252-4330

302-252-4320

Richard E. Morton, Esquire Matthew E. Ross, Esquire (counsel for Marathon Oil Company)

704-444-9963

704-331-4993

Joseph H. Huston, Jr., Esquire Maria Aprile Sawczuk, Esquire (counsel for State of Alaska)
David Brown, Esquire Stefan Engelhardt, Esquire Lorenzo Marinuzzi, Esquire (counsel for State of Alaska)

610-371-7972

302-425-3310

212-468-7900

212-468-8000

DOCS_DE:152489.i

Pacific Energy Local Counsel

Service List

Case No. 09-10785

Document No. 146724

13 - Hand Delivery

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Hand Delivery (Counsel for the Debtors and Debtors in Possession) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899
Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire the United States Trustee Office of 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citzens Bank Center, Suite 1401

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

919 Market Street, P.O. Box 1070 Wilmington, DE 19899

Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spah Andrews & Ingersoll, LLP 919 N. Market Street, ith Floor Wilmington, DE 19801

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery
(Official Committee of

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

Unsecured

Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Oelaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801