IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Case No.

09-10785(KJC) (Jointly Administered)

)
)

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

Deadline for Objections: December 8, 2010 at 4:00 p.m. ET Hearing Date: December 15, 2010 at 2:00 p.m. ET

DEBTORS MOTION FOR ORDER APPROVING STIPULATION RESOLVING CLAIM NUMBERS 332, 333, 335 AND 336 FILED BY MARATHON OIL COMPANY AGAINST PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING LLC The debtors and debtors in possession in the above-captioned cases (the "Debtors") hereby move (the "Motion") this Court for entry of an order approving the Stipulation Resolving Claim Numbers 332, 333, 335 and 336 Filed by Marathon Oil Company Against Pacific Energy Resources Ltd. and Pacific Energy Alaska Operating LLC (the "Stipulation"), a true and correct copy of which is attached hereto as Exhibit I and is incorporated herein by reference. In support of the Motion, the Debtors respectfully represent as follows:

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.

DOCS_LA:228 720.1

Jurisdiction

1.

The Court has jurisdiction over this Motion pursuant to 28 U.S.C.

157 and 1334. This proceeding is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A), (B) and (0). 2. Venue of these proceedings and this Motion is proper in this

District pursuant to 28 U.S.C. 1408 and 1409. 3. Sections 363 and 502(b) of title 11 of the United States Code (the

"Bankruptcy Code"), and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") provides the basis for the relief sought in the Motion.
Background

4.

On March 9, 2009 (the "Petition Date"), the Debtors each filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are continuing in possession of their property and are operating and managing their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or an examiner in this case. The Office of the United States Trustee appointed an Official Committee of Unsecured Creditors (the "Committee") on March 19, 2009. 5. The Debtors were a group of independent energy companies

engaged in the acquisition, development and exploitation of oil and gas properties in the western United States. As of the Petition Date, the Debtors oil and gas assets primarily were located offshore near California and Alaska.

DOCS_LA:228720. 1

6.

Pacific Energy Alaska Operating LLC ("PEAO"), one of the

Debtors, as of the Petition Date, owned an interest in an offshore oil and gas platform commonly designated the "Spun Platform". 2 Marathon Oil Company ("Marathon") also owned an interest in and was the sub-operator of the Spun Platform. The Spun Platform ceased production in 1992 and, as of the Petition Date, was in the process of being decommissioned. Marathon asserts that, pursuant to various agreements and Alaska law, PEAO is responsible for at least 31.6% of the costs associated with plugging and abandoning the oil and gas wells on the Spun Platform, restoring the surface, and removing all equipment, pipelines or wells associated with the Spun Platform (collectively, the "Decommissioning Costs") Marathon asserts that the projected total Decommissioning Costs are expected to range between $21,000,000.00 and $35,000,000.00. As of June, 2009, the amount of Decommissioning Costs actually incurred by Marathon was $350,101.58. 9. On May 11, 2009, the Debtors filed a motion with the Bankruptcy Court seeking authorization to abandon PEAOs interests in the Spun Platform, and on October 16, 2009, the Bankruptcy Court entered the Order Authorizing Abandonment of Interests in the Spurr Platform Located in Alaska and Rejection of Executory Contracts Relating Thereto (Docket No. 973).

The Spurr Platform Interests are more specifically described in Exhibit A to the Motion of the Debtors for an Order Authorizing Abandonment of Interests in the Spurr Platform Located in Alaska and Rejection of Executory Contracts Relating Thereto (Docket No. 291), filed in the Debtors chapter 11 cases on May 11, 2009.

DOCSLA:228720. I

10.

Marathon and PEAO, as successor in interest to Forest Oil

Corporation, were also parties the Fuel Gas Agreement dated December 30, 1996, which was amended on July 1, 2007 (as amended, the "Fuel Gas Agreement"), pursuant to which PEAO purchased fuel gas from Marathon for PEAOs operations in Alaska. Marathon held a deposit in the amount of $300,000 (the "Deposit") to secure PEAOs obligations under the Fuel Gas Agreement. The Fuel Gas Agreement was unrelated to the Spun Platform. 11. Marathon alleges that, as of the Petition Date, PEAO owed

$3,120,286.94 for amounts due under the Fuel Gas Agreement. 12. On or about March 26, 2008, Pacific Energy Resources Ltd.

("PERL"), one of the Debtors, executed a Guaranty in favor of Marathon in connection with any agreements between Marathon and the Debtors for the purchase, sale, and/or exchange of crude oil, refining feedstock, gasoline, refined products, natural gas liquids, natural gas, electricity, and/or other commodities and/or derivatives thereof and/or any other activities whereby the Debtors are indebted to Marathon. The term of the Guaranty was for a period of two (2) years. PERL asserts that the obligations covered by the Guaranty were limited to the Fuel Gas Agreement, and did not include any obligations associated with the Spun Platform. Marathon disputes this contention and asserts that based upon the Guaranty PERL is liable for any and all amounts owed to Marathon by PEAO. 13. On June 22, 2009, Marathon filed four claims. Claim Nos. 332

and 335, filed against PERL and PEAO, respectively, are substantially duplicative

D005_LA:228720. 1

claims, each in an unliquidated amount arising from the Debtors share of potential future Decommissioning Costs associated with the Spurr Platform, plus the sum of $119,140.26 in unpaid expenses and Decommissioning Costs actually incurred by Marathon with respect to the Spun Platform. 14. Claim Nos. 333 and 336, filed against PERL and PEAO,

respectively, also are substantially duplicative claims, each in the amount of $3,120,286.94 for amounts due under the Fuel Gas Agreement. Marathon alleged that $300,000 of claim amount was secured by the Deposit and, pursuant to an order granting Marathon relief from the stay (which the Debtors did not oppose), applied the Deposit against the outstanding obligations under the Fuel Gas Agreement. As a result of the setoff, the remaining balance due under the Fuel Gas Agreement is $2,820,286.94 15. On February 22, 2010, the Debtors filed their Third Omnibus

Objection (Substantive) to Certain Claims (a) for Which the Debtors Have No Liability, and (b) Which Are Overstated and Should Be Reduced (the "Third Omnibus Objection") (Docket No. 1351). In the Third Omnibus Objection, the Debtors objected to Claim Nos. 332 and 333 on the basis that such claims were invalid as to PERL. The Debtors have not yet raised any formal objections to Claim Nos. 335 and 336 asserted against PEAO. Marathon opposes the Third Omnibus Objection. 16. In order to resolve all outstanding disputes with Marathon

regarding Claim Nos. 332, 333, 335 and 336, the Debtors and Marathon have reached agreement as set forth in the Stipulation.

DOCSLA:228 720.!

Relief Requested 17. By this Motion, the Debtors respectfully request that the Court

enter an order pursuant to Bankruptcy Rule 9019 approving the Stipulation. Terms of the Stipulation 18. Claim No. 332 is allowed against PERL as a general unsecured

claim in the amount of $102,268.06 on account of the Spurr Platform expenses and Decommissioning Costs and the Guaranty. 19. Claim No. 333 is allowed against PERL as a general unsecured

claim in the amount of $2,820,286.94 on account of the Fuel Gas Agreement and the Guaranty. 20. Claim No. 335 is allowed against PEAO as a general unsecured

claim in the amount of $102,286.06 on account of the Spun Platform expenses and Decommissioning Costs. 21. Claim No. 336 is allowed against PEAO as a general unsecured

claim in the amount of $2,820,286.94 on account of the Fuel Gas Agreement. 22. Marathon will not assert, or be allowed, any claims against any of

the Debtors estates other than as specifically set forth in the Stipulation. 23. Recoveries by Marathon on account of its allowed claims against

either of PERL and/or PEAO, respectively, will not have an effect on the allowed

This Motion provides a summary of the principal terms of the Stipulation. All parties are encouraged to read the entirety of the Stipulation attached as Exhibit I hereto. In the event any discrepancies exist between the terms of the Stipulation and the summary contained in this Motion, the Stipulation shall be the controlling document.

DOCSLA:228720. 1

amounts of Marathons claims against, or rights to receive distributions from, the other Debtor, provided that Marathon shall not recover more than $102,268.06 for its allowed claims based on the Spun Platform and $2,820,286.94 for its allowed claims based upon the Fuel Gas Agreement. 24. PERL and PEAO shall have no claims against each other, or rights

to contribution or indemnity, with respect to distributions made to Marathon by each such Debtor on account of Marathons allowed claims. 25. Nothing in the Stipulation will have any effect on any rights,

claims or defenses either Marathon or Debtors might have against third parties in any other proceeding; all such rights, claims and defenses are preserved. Basis For Relief A. Governing Legal Standards for Approval of Bankruptcy Rule 9019 Compromise and Settlement 26. Bankruptcy Rule 9019(a) provides, in relevant part:

On motion by the trustee and after notice and a hearing, the court may approve a compromise or settlement. Notice shall be given to creditors, the United States trustee, the debtor and indenture trustees as provided in Rule 2002 and to any other entity as the court may direct. Fed. R. Bankr. P. 9019(a). The Third Circuit Court of Appeals has stated that section 363 of the Bankruptcy Code is the substantive provision requiring a hearing and court approval of settlements, while Bankruptcy Rule 9019 establishes the procedure by which such approval may be secured. See In re Martin, 91 F.3d 389, 395 n.2 (3rd Cir. 1996) (distinguishing substance of section 363 from procedural effect of Rule 9019). 27. In determining whether to approve a settlement, the Third Circuit

has also instructed that a bankruptcy court should "assess and balance the value of the

DOCS_LA:228 720.1

claim that is being compromised against the value to the estate of the acceptance of the compromise proposal." Id. at 393 (citing Protective Comm. for Independent Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424-25, 88 S. Ct. 1157, 1163 (1968)). In TMT Trailer, the Supreme Court held that compromises reached during the course of insolvency proceedings must be "fair and equitable." 390 U.S. at 424. The Court stated that "basic to this process in every instance, of course, is the need to compare the terms of the compromise with the likely rewards of litigation." Id. at 425. In making this determination, a court should consider four criteria: (1) the probability of success in the litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and related expense and inconvenience; and (4) the interests of the creditors. Id.; see also In re Marvel Entertainment Group, Inc., 222 B.R. 243, 249 (D. Del. 1998) (citing TMT Trailer factors as controlling whether settlement should be approved). The ultimate inquiry is whether the compromise is "fair, reasonable, and in the interest of the estate." In re Louises, Inc., 211 B.R. 798, 801 (D. Del. 1997). 28. In ruling on a proposed compromise, however, the Court should

not substitute its own judgment for that of the trustee or debtor in possession. See In re Carla Leather, Inc., 44 B.R. 457, 466 (Bankr. S.D.N.Y. 1984), affd, 50 B.R. 765 (S.D.N.Y. 1985). Nor is the Courts task to determine whether the settlement was the best that the trustee could have obtained. See In re W T Grant, 699 F.2d 599, 608, 613 (2d Cir. 1982), cert, denied, 464 U.S. 822, 104 S.Ct. 89 (1983). Rather, the Court should "canvass the issues and see whether the settlement fall[s] below the lowest point in the

DOCS_LA:22 8720.1

range of reasonableness." Id. at 608; see also In re Bell & Beckwith, 87 B.R. 472, 474 (N.D. Ohio 1987). In determining whether to approve a compromise, a bankruptcy court is not required to conduct a "mini-trial" on the merits of the underlying cause of action. US. v Alaska National Bank of the North (In the Matter of Walsh Construction, Inc.), 669 F.2d 1325, 1328 (9th Cir. 1982); see also In re Blair, 538 F.2d 849, 851-52 (9th Cir. 1976). B. The Stipulation Should Be Approved 29. The Stipulation meets the statutory and applicable case law

standards for the approval of a settlement, and thus should be approved. 30. The Debtors do not dispute the amount of Claim Nos. 333 and 336

as reduced after the offset of the Deposit. The Stipulation will reduce Claim Nos. 332 and 335 by approximately $6,000,000 below the amounts currently asserted, completely eliminating the unliquidated portion of these claims. The Stipulation also will eliminate the costs and risks to the Debtors associated with litigation regarding the validity or the amount of claims related to the Decommissioning Costs and the Guaranty. 31. The Stipulation is the product of arms length negotiations

between the Debtors and Marathon. These negotiations have involved an examination of the factual and legal issues raised by Marathon in its claims. 32. As applied in the instant case, the applicable TMT Trailer factors

strongly support this Courts approval of the Stipulation as being in the best interests of the Debtors, their estates and their creditors. The Debtors submit that the Stipulation should be approved for each of the following reasons:

DOCSLA:22 8720.1

a.

Probability of Success of Claims Litigation. The Debtors

believe that they would prevail in any litigation regarding the unliquidated portion of Claim Nos. 332 and 335 related to Decommissioning Costs of the Spun Platform, however, the Stipulation obtains that same result without the costs, delays and risks associated with any litigation. The Debtors believe that they would have a chance of prevailing in litigation over the scope of the PERL Guaranty, however, the Debtors do not assess that chance of success as high and, based upon the expected distributions in these cases, assert that the inherent costs, delays and risks of such litigation would outweigh any benefit that might be achieved. As stated, the Debtors do not dispute the amount of Claim Nos. 333 and 336 as reduced by the offset of the Deposit and would not litigate such claim absent the Stipulation. b.
C.

Difficulties in Collection. This factor is not applicable here. Complexity of Litigation; Related Expense. Debtors do not

believe that litigation over the unliquidated portion of Claim Nos. 332 and 335 would be complex or expensive, however, as set forth above, the Stipulation achieves the best results regarding the unliquidated portions of those claims that the Debtors could achieve with litigation. It is possible that litigating the issues related to the Guaranty would involve many hours of attorney time. Given the existence of factual disputes, an evidentiary hearing might be necessary. The Debtors believe that resolution of their disputes with Marathon over the meaning and purpose of the Guaranty through litigation could be very time consuming and costly.

DOCSLA:22 8720.1

10

d.

Interest of Creditors. Another key factor that weighs heavily

in favor of approving the Stipulation is this Courts consideration of the best interests of the Debtors creditors. The Stipulation is in the interest of the Debtors creditors because it resolves all of the claims of Marathon and contemplates a substantial reduction of Marathons general unsecured claims without the costs and delays of litigation. The Stipulation will facilitate the Debtors efforts to make distributions under a confirmed liquidating plan to the creditors as quickly as possible. 33. In light of the foregoing, the resolution of Marathons claims is

eminently reasonable and, based on all the facts and circumstances, represents a fair and equitable result for the Debtors estates.
No Prior Request

34.

No previous motion for the relief requested herein has been made

by the Debtors to this or any other court.

Notice

35.

Notice of this Motion has been provided to (i) counsel for

Marathon, (ii) the counsel for the Committee, (iii) the United States Trustee for the District of Delaware, (iv) counsel to the Debtors secured lenders, and (v) those parties that have requested special notice pursuant to Bankruptcy Rule 2002. The Debtors submit that no other or further notice need to be given. WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto (i) authorizing and approving the

DOCSLA:228720. 1

11

compromise and settlement among PERL, PEAO and Marathon as set forth in the Stipulation and (ii) granting such other and further relief as the Court may deem proper.

Dated: November 19, 2010 PACHULSKI STANG ZIEHL & JONES LLP

fr1Y Kharas4\(CA Bar N . 109 84)

Max B. Litva1J(CA Bar N . 21585

James E. ONeill (DE Bar. T49-40) Scotta E. McFarland (DE Bar-ND-0 . 41 84) Kathleen P. Makowski (DE 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: ikharaschpszj law. com mlitvak@psxjlaw.com joneill@pszjlaw.com smcfarland@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession

DOCSLA:228720. I

12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

)
)

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

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

Deadline for Objections: December 8, 2010 at 4:00 p.m. prevailing Eastern time Hearing Date: December 15, 2010 at 2:00 p.m. prevailing Eastern time

NOTICE OF DEBTORS MOTION TO: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel for the Official Committee of Unsecured creditors; (c) the Debtors pre-petition and post-petition lenders or their counsel; (d) counsel for Marathon Oil Company and (e) all parties who have requested notice pursuant to Bankruptcy Rule 2002 PLEASE TAKE NOTICE that on November 19, 2010, the debtors and debtorsin-possession (collectively, the "Debtors") in the above-captioned case have filed the attached Debtors Motion for Order Approving Stipulation Resolving Claim Numbers 332, 333, 335 and 336 filed by Marathon Oil Company against Pacific Energy Resources Ltd. and Pacific Energy Alaska Operating LLC (the "Motion"). PLEASE TAKE FURTHER NOTICE that any response or objection the Motion must be filed on or before December 8, 2010 at 4:00 p.m. prevailing Eastern Time. Objections or other responses to the Motion, if any, must also be served so that they are received not later than December 8, 2010 at 4:00 p.m. prevailing Eastern time, by: (a) (proposed) counsel to the Debtors, (1) Pachuiski Stang Ziehl & Jones LLP, 919 North Market

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); 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.

Street, 17 1h Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-6524400, e-mail:joneill@pszj1aw.com and (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310201-0760, e-mail: ikharash@pszjlaw.com; (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: jeffrey.sabin(bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.ky1ebingham.com and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312407-8511, e-mail: seth.jacobson@skadden.com and (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT, 824 MARKET STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON, DELAWARE 19801 ON DECEMBER 15, 2010 AT 2:00 P.M. PREVAILING EASTERN TIME.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY APPROVE THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: November 19, 2010 PACHULSKI STANG ZIEHL & JONES LLP

Irt Khara (CA Bar W. 1 084) ScothE. McFarland (DE ParNo) 4184, CA Bar No. Robert M. Saunders (CA . 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE 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@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
68773-002\DOCS_DE: 165560.1

165391)

EXHIBIT 1

42125-001\DQCSDE:6375. I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Related to Docket No. 1351 STIPULATION RESOLVING CLAIM NUMBERS 332, 333, 335 AND 336 FILED BY MARATHON OIL COMPANY AGAINST PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING LLC This stipulation is entered into by and between (a) Marathon Oil Company

("Marathon"), on the one hand, and (b) Pacific Energy Resources Ltd. ("PERL") and Pacific Energy Alaska Operating LLC ("PEAO"), two of the above-captioned debtors and debtors in possession (together, the "Debtors"), on the other hand, for the purpose of resolving Claim Nos. 332, 333, 335, and 336 filed by Marathon against PERL and PEAO. WHEREAS, on March 9, 2009 (the "Petition Date"), the Debtors each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") WHEREAS, as of the Petition Date, PEAO and Marathon each owned interests in an offshore, non-operational oil and gas platform commonly designated the "Spurr Platform," which had ceased production in 1992 and was in the process of being decommissioned. 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 III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 PEAOs interest in the Spurr Platform is more specifically described in Exhibit A to the

Motion of the Debtors for

DOCS_SF:74694. I

WHEREAS, as of the Petition Date, PEAO, as successor in interest to Forest Oil Corporation, and Marathon were parties to that certain Fuel Gas Agreement dated December 30, 1996, which was amended on July 1, 2007 (as amended, the "Fuel Gas Agreement"), pursuant to which PEAO purchased fuel gas from Marathon for PEAOs operations in Alaska unrelated to the Spurr Platform. As of the Petition Date, Marathon held a deposit in the amount of $300,000 (the "Deposit") to secure PEAOs obligations under the Fuel Gas Agreement. WHEREAS, prior to the Petition Date, PERL executed a Guaranty dated as of March 26,2008, in favor of Marathon in connection with any agreements between Marathon and the Debtors for the purchase, sale, and/or exchange of crude oil, refining feedstock, gasoline, refined products, natural gas liquids, natural gas, electricity, and/or other commodities and/or derivatives thereof and/or any other activities whereby the Debtors are indebted to Marathon. The term of the Guaranty was for a period of two (2) years. PERL asserts that the obligations covered by the Guaranty were limited to the Fuel Gas Agreement, and did not include any obligations associated with the Spurr Platform. Marathon disputes this contention. WHEREAS, on May 11, 2009, the Debtors filed a motion with the Bankruptcy Court seeking authorization to abandon PEAOs interests in the Spurr Platform, and on October 16, 2009, the Bankruptcy Court entered the Order Authorizing Abandonment of Interests in the Spurr Platform Located in Alaska and Rejection of Executory Contracts Relating Thereto (Docket No. 973).

an Order Authori:ing Abandonment of Interests in the Spurr Platform Located in Alaska and Rejection of Executo:y Contracts Relating Thereto (Docket No. 291), filed in the Debtors chapter 11 cases on May 11, 2009.
DOCS_SF:74694.1

WHEREAS, on June 22, 2009, Marathon filed substantially duplicative claims against PERU and PEAO designated Claim Nos. 332 and 335, respectively, each in an unliquidated amount arising from the Debtors share of potential future decommissioning expenses associated with the Spurr Platform, plus the sum of $119,140.26 in unpaid expenses actually incurred by Marathon with respect to the Spurr Platform. Marathon asserts that PERL and PEAO are each responsible for at least 3 1.6% of the costs associated with plugging and abandoning of any oil and gas wells, restoring the surface and removing all equipment, pipelines or wells associated with the Spurr Platform. WHEREAS, on June 22, 2009, Marathon filed substantially duplicative claims against PERL and PEAO designated Claim Nos. 333 and 336, respectively, each in the amount of $3,120,286.94 for amounts due under the Fuel Gas Agreement. Marathon alleged that a portion of such claims in the amount of $2,820,286.94 was unsecured and that the remaining $300,000 was secured by the Deposit. WHEREAS, on February 22, 2010, the Debtors filed their Third Omnibus Objection (Substantive) to Certain Claims (a) for Which the Debtors Have No Liability; and (b) Which Are Overstated and Should Be Reduced (the "Third Omnibus Objection") (Docket No. 1351). In the Third Omnibus Objection, the Debtors objected to Claim Nos. 332 and 333 on the basis that such claims were invalid as to PERL. The Debtors have not yet raised any formal objections to Claim Nos. 335 and 336. Marathon opposes the Third Omnibus Objection. WHEREAS, on August 6, 2010, Marathon filed the Motion of Marathon Oil Company for an Order Granting Relieffrom the Automatic Slay to Permit Marathon Oil

DOCS_SF:74694. I

Company to Exercise Its Right of Setoff With Respect to Pre-Petition Claims Under 11 Us. C. 553 (Docket No. 1758), pursuant to which Marathon sought relief from stay to apply the Deposit against outstanding obligations under the Fuel Gas Agreement. The Debtors did not oppose such relief and on August 24, 2010, the Bankruptcy Court entered an order granting the motion. As a result of the foregoing setoff, the remaining balance due under the Fuel Gas Agreement is $2,820,286.94. WHEREAS, the parties entered into negotiations in an attempt to resolve their disputes regarding Claim Nos. 332, 333, 335 and 336 and have reached agreement on the terms set forth below. WHEREFORE, the parties stipulate and agree as follows: Claim No. 332 is allowed against PERL as a general unsecured claim in the amount of $102,268.06 on account of the Spurr Platform and the Guaranty. 2. Claim No. 333 is allowed against PERL as a general unsecured claim in

the amount of $2,820,286.94 on account of the Fuel Gas Agreement and the Guaranty. 3. Claim No. 335 is allowed against PEAO as a general unsecured claim in

the amount of $102,286.06 on account of the Spurr Platform. 4. Claim No. 336 is allowed against PEAO as a general unsecured claim in

the amount of $2,820,286.94 on account of the Fuel Gas Agreement. 5. Recoveries by Marathon on account of its allowed claims against either of

PERL and/or PEAO, respectively, shall have no effect on the allowed amounts of Marathons claims against, or rights to receive distributions from, the other Debtor, provided that Marathon

DOCS_SF:74694.I

shall not recover more than the full amount of either Marathons allowed claim on account of the Spurr Platform in the amount of $102,268.06 or Marathons allowed claim on account of the Fuel Gas Agreement in the amount of $2,820,286.94. PERL and PEAO shall have no claims against each other, or rights to contribution or indemnity, with respect to distributions made to Marathon by each such Debtor on account of Marathons allowed claims. 6. Marathon will not assert, or be allowed, any claims against any of the

Debtors estates other than as specifically set forth in this Stipulation. 7. Notwithstanding anything contained in this Stipulation, nothing herein

shall be construed as a waiver of (a) any rights that the Debtors or the estates may have to bring and prosecute avoidance actions under the applicable sections of the Bankruptcy Code and/or applicable non-bankruptcy law, including, but not limited to, Chapter 5 of the Bankruptcy Code, against Marathon, (b) any rights that the Debtors or the estates may have to file an objection to Claim Nos. 332, 333, 335, or 336 under section 502(d) of the Bankruptcy Code, and (c) any defenses that Marathon may have to any avoidance action or claim objection filed by the Debtors or the estates. This stipulation is in settlement of a disputed claim. Nothing herein is deemed to be an admission or can be used as evidence against Marathon or the Debtors in any other proceeding. Moreover, nothing herein will have any effect on any rights, claims or defenses either Marathon or Debtors might have against third parties in any other proceeding; all such rights, claims and defenses are preserved. The terms of this Stipulation have been negotiated by and between the parties and shall not be construed against any party hereto. Each

DOCSSF:74694J

party has (1) carefully read and understands the scope and effect of each provision; and (2) consented to and executed this Stipulation freely and without fraud, coercion, duress or undue influence. Each party shall bear its own costs and expenses, including attorneys fees, in connection with the negotiation, preparation and performance of this Stipulation. 9. This Stipulation shall inure to the benefit of, and shall be binding upon,

the successors and assigns of the parties, and each of them. No amendment of any provision of this Stipulation shall be effective unless it is in writing and signed by the parties, and no waiver of any provision of this Stipulation, and no consent to any variation thereof, shall be effective unless it is in writing and signed by the party against whom such waiver is asserted, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 10. This Stipulation sets forth the entire agreement and understanding between

the parties relating to the matters covered herein and supersedes all other prior agreements, discussions and documents, if any, related to the subject matter hereof. No party shall be bound by any terms, conditions, definitions, understandings or representations with respect to the subject matter hereof, other than as expressly provided for herein, except as may hereafter be agreed to in a writing signed by the applicable parties. The recitals are incorporated into and made part of this Stipulation. This Stipulation may be signed in counterpart originals, which, when fully executed, shall constitute a single original. Any signature delivered by a party by facsimile transmission or by electronic means shall be deemed an original signature hereto.

DOCS_SF:74694.I

11.

The effectiveness of this Stipulation is conditioned upon its approval by

Bankruptcy Court, The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation. Dated: November, 2010 MARATHON OIL COMPANY By: Dated: November 8, 2010

ci
NmTitle: ; )

PACIFIC ENERGY RESOURCES LTD. By: Gerald A. Tywoniuk Acting Chief Executive Officer

Dated: November 8, 2010

PACIFIC ENERGY ALASKA OPERATING LLC

LIN

Gerald A. Tywoniuk Acting Chief Executive Officer

DOCS_SF:74694.1

11.

The effectiveness of this Stipulation is conditioned upon its approval by

Bankruptcy Court. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation. Dated: November 8, 2010

MARATHON OIL COMPANY

Name/Title: Dated: November 8, 2010

PACIFIC ENE GY RESOURCES LTD.

By: Gerald A. Tyvoniuk Acting Chief xecutive Officer

Dated: November 8, 2010

PACIFIC ENEJJ.GY ALASK4L OPERATING LLC

/

II

By: GerA.ty oniuk Acting Chie Executive Officer

DOCS_SF:74694.I

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

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

) )
)

Related to Docket No.

ORDER APPROVING STIPULATION RESOLVING CLAIM NUMBERS 332, 333, 335 AND 336 FILED BY MARATHON OIL COMPANY AGAINST PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING LLC Upon consideration of the motion (the "Motion") 2 of the above-captioned debtors and debtors in possession (the "Debtors"), seeking entry of an order under section 502(b) of the Bankruptcy Code and Rule 9019 of the Bankruptcy Rules for entry an order approving the Stipulation Resolving Claim Numbers 332, 333, 335 and 336 Filed by Marathon Oil Company Against Pacific Energy Resources Ltd. and Pacific Energy Alaska Operating LLC (the "Stipulation"); and it appearing that the relief requested is in the best interests of Debtors estates and their creditors; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to

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 I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

68773-002\DOCSLA:228887. I

28 U.S.C. 1408 and 1409; and adequate notice of the Motion having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Motion is granted; and it is further ORDERED that the Stipulation is hereby approved in its entirety; and it is further ORDERED that Claim No. 332 is allowed against PERL as a general unsecured claim in the amount of $102,268.06; and it is further ORDERED that Claim No. 333 is allowed against PERL as a general unsecured claim in the amount of $2,820,286.94; and it is further ORDERED that Claim No. 335 is allowed against PEAO as a general unsecured claim in the amount of $102,286.06; and it is further ORDERED that Claim No. 336 is allowed against PEAO as a general unsecured claim in the amount of $2,820,286.94; and it is further ORDERED that this Order is effective immediately; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

Dated: December_, 2010 The Honorable Kevin J. Carey Chief United States Bankruptcy Judge

68773-002\DOCSLA:228887. 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: )
)

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

PACIFIC ENERGY RESOURCES LTD., etal., ) ) Debtors. )

AFFIDAVIT OF SERVICE STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ss: )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 19th day of November 2010 she caused a copy of the following document(s) to be served upon the parties on the attached service lists in the manner indicated: Notice and Motion for Order Approving Stipulation Resolving Claim Numbers 332, 333, 335 and 336 of Marathon Oil Company Against Pacific Energy Resources Ltd. And Pacific Energy Alaska Operating LLC

flczJ Kathteen Forte Finlayson

Sworn to bed before I f November 2010

J%

DEBRA L. YOUNG NOTARY PUBLIC STATE OF DELAWARE yCCfl e:qc J, ,v 1, 2011

Commission Exp.:
The Debtors in they 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. ft 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.

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785 Document No. 145745 19 - Hand Delivery 50 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorneys Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 Hand Delivery (Counsel for Silver Point Finance) 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, 81h Floor Wilmington, DE 19899 Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Citizens Bank Center, Suite 1401 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 Spahr Andrews & Ingersoll, LLP 919 N. Market Street, 12th Floor Wilmington, DE 19801

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachuiski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 1 lthl Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. 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 Street, 7thi Floor Wilmington, DE 19801 Hand Delivery (Official Committee of 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 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP 300 Delaware Avenue, Suite 1010 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

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen OConnor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miller, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Faman, Esquire Phillips, Gol,dman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806 Hand Delivery (Counsel for Ramshorn Investments, Inc.) Jonathan L. Parshall, Esquire Murphy & Landon 1011 Centre Road, Suite 210 Wilmington, DE 19805 Hand Delivery (Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899 Hand Delivery (Counsel for Rise Energy Partners, LP) Christopher A. Ward, Esquire Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801

Hand Delivery (Counsel to Cook Inlet Pipe Line Company) Stephen M. Miller, Esquire Brett D. Fallon, Esquire Douglas N. Candeub, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19899 First Class Mail (United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002 First Class Mail Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903 First Class Mail Secretary of Treasury P.O. Box 7040 Dover, DE 19903 First Class Mail Secretary of Treasury 15 t & Pennsylvania Avenue, N.W. Washington, DC 20220 First Class Mail Attn: Insolvency District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201 First Class Mail Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114-0326

First Class Mail Attn: Insolvency Internal Revenue Service 1352 Marrows Road, 2 d Floor Newark, DE 19711-5445 First Class Mail Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022 First Class Mail Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankruptcy 100 F Street, N. E. Washington, DC 20549 First Class Mail Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 12th Street, S.W. Washington, DC 20554 First Class Mail POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611 First Class Mail Chevron Oil Company Attn: Steven Lastraps 3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503 First Class Mail California Franchise Tax Board Bankruptcy, BE MSA 345 P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164 First Class Mail SWEPT LP P.O. Box 576 Houston, TX 77002-0576 First Class Mail Noble Energy, Inc. 100 Glenborough, Suite 100 Houston, TX 77067 First Class Mail (Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 First Class Mail (Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022 First Class Mail (Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

First Class Mail Linda Lautigar Bankruptcy Coordinator MMS / Denver Federal Center P.O. Box 25165 Mail Stop 370132 Denver, CO 80225 First Class Mail Kristina Engelbert RDI Royalty Distributors, Inc. P.O. Box 24116 Tempe, AZ 85285 First Class Mail MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004 First Class Mail Goldman Sachs E&P Capital Attn: Matthew C. Tarver 1000 Louisiana, Suite 550 Houston, Texas 77002 First Class Mail SPCP Group, L.L.C. Two Greenwich Plaza, I St Floor Greenwich, CT 06830 First Class Mail (counsel to SP Beta Properties, LLC) Seth E. Jacobson, Esquire L. Byron Vance III, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720 First Class Mail (Counsel to United States Department of Interior, including the Minerals Management Service) E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail (Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 First Class Mail (Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071 First Class Mail (Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodie E. Buchman, Esquire DLA Piper LLP (US) 6225 Smith Avenue Baltimore, MD 21209 First Class Mail (Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022 First Class Mail (Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103

First Class Mail (Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036 First Class Mail (Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067 First Class Mail (Counsel for Cook Inlet Region, Inc.) Michael R. Mills, Esquire Dorsey & Whitney LLP 1031 W. 4th Ave., Suite 600 Anchorage, AK 99501 First Class Mail (Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 First Class Mail (Counsel for DCFS Trust subservicer for DCFS Trust) Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail (Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP 350 South Grand Avenue, 25 1h Floor Los Angeles, CA 90071 First Class Mail (Claims representative for the County of Kern) Attn: Bankruptcy Division do Linda Delgado P.O. Box 579 Bakersfield, CA 93302 First Class Mail Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77072 First Class Mail (Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036 First Class Mail (Counsel for Minerals Management Service) DeAim L. Owen, Esquire Office of the Solicitor, Rocky Mountain Region 755 Parfet Street, Suite 151 Lakewood, CO 80215 First Class Mail (Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP 1301 Avenue of the Americas New York, NY 10019

First Class Mail (Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins 666 Fifth Avenue, 26th Floor New York, NY 10103 First Class Mail (Counsel for United States Department of Interior, Minerals Management Service) Pamela D. Huff U.S. Department of Justice 1100 L Street, NW - Room 10000 Washington, D.C. 20005 First Class Mail (Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010 First Class Mail (Counsel for Oracle USA, Inc.) Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 333 Market Street, 25th Floor San Francisco, CA 94105 First Class Mail (Counsel for Longfellow Energy LP) David Jones, Esquire Sprouse Shrader Smith P.C. 701 S. Taylor, Suite 500 Amarillo, TX 79105 First Class Mail (Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay Street, Suite 3300 Houston, TX 77002

First Class Mail (Counsel for Kathleen Brown) John A. Leonard, Esquire Leonard, Key & Key PLLC 9008 1h Street, Suite 320 Wichita Falls, TX 76307 First Class Mail (Counsel for Rise Energy Partners, LP) Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 FOREIGN First Class Mail TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4 FOREIGN First Class Mail (Transfer Agents) Bernadette Villarica Relationship Manager, Client Services Computershare Investor Services Inc. 510 Burrard Street, 3 d Floor Vancouver, BC V6C 3139