IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., el al., i) Case No. 09-10785 (KJe)

Debtors. )

) (Jointly Administered)

)
Deadline for Objections: May i 2, 2010 at 4:00 p.m. Hearing Date: May i 9,2010 at 2:00 p.m.

DEBTORS' MOTION FOR ORDER IMPLEMENTING PRIOR ORDERS OF THIS COURT BY AUTHORIZING DEBTORS TO PAY NET PROCEEDS OF CERTAIN COLLATERAL TO THE DEBTORS' POSTPETITION LENDERS
The above-captioned debtors and debtors in possession (the "Debtors"), hereby
move this Court for entry of an order authorizing the Debtors to pay the net proceeds of certain collateral, to 1. Aron & Company ("J. Aron") and Silver Point Finance, LLC ("Silver Point"), as
collateral agent under the DIP Agreement (the "DIP PEAO Collateral Agent) and collateral agent

under the PEAO Second Lien Credit Agreement (as defined below) (the "PEAO Second Lien
Collateral Agent" and together with the DIP PEAO Collateral Agent and J. Aron, the

"Beneficiaries"), all net of certain costs and as more fully set forth herein. In support of this
Motion, the Debtors respectfully state as follows:

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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. mailing address for of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, all (5463). The CA 90802.

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

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Introduction
1. On December 23, 2009, this Court entered its order (the "Beta Sale

Order") approving the sale of the Debtors' Beta Assets (consisting of operating oil wells and

stock in a related pipeline company) to Rise Energy Beta, LLC ("Rise") (as transferee of certain

claims of 1. Aron, an affliate of Goldman Sachs) and SP Beta Properties, LLC (an affiliate of
Silver Point) (collectively, the "Successful Bidders") for a credit bid of a portion of

the secured

debtor in possession financing loan approved by this Court in this case by a final order (the

"Final DIP Financing Order") entered June 4, 2009.

2. Under the Beta Sale Order, the Court authorized the Beneficiaries to retain

a claim against the Debtors for $75 million secured by certain collateral described in the Beta
Sale Order. By this Motion, the Debtors request an order of

this Court implementing certain

provisions of

the Beta Sale Order and Final DIP Financing Order by authorizing the Debtors to

pay to the Beneficiaries the proceeds of certain collateral (in the manner and as set forth in the
DIP Agreement and the PEAO Second Lien Credit Agreement) consisting of

the Collateral

Proceeds (as defined below). With regard to all types of listed Collateral Proceeds and the
collection and distribution thereof, any and all costs incurred (or expected to be incurred) by the

Debtors shall be deducted before any remittance to the Beneficiaries, including (without
limitation) professionals' fees and expenses, the value of

the time spent by the Debtors'

employees and any disbursements by the Debtors (as of March 31, 2010, such costs total
approximately $126,153).

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Background
A. General Background

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

cases (the "Cases") by filing voluntary petitions for relief under chapter 11 of title 11 of the

United States Code (the "Bankruptcy Code"). The Debtors have continued in the possession of
their property and have continued to operate and manage their businesses as debtors and debtors
in possession pursuant to sections 11 07(a) and 1108 of

the Bankuptcy Code. No trustee or

the United States Trustee appointed an

examiner has been appointed in the Cases. The Office of

Official Committee of

Unsecured Creditors (the "Committee") in these Cases. The general

claims bar date set in the Cases by this Court passed on June 23, 2009, and the governmental
claims bar date is set for September 8, 2009.
4. The Debtors are a group of independent energy companies that had been

engaged in the acquisition, development and exploitation of oil and gas properties in the western
United States. As of

the Petition Date, PERL operated and owned interests in leases from the

United States for oil producing sites located in the Beta Unit, which is located in federal waters
approximately nine miles off the coast of Huntington Beach, California, and owned 100% of

the

stock of a company that owned a pipeline that transported oil from the wells (the chapter 11 case
of the pipeline company has been dismissed by an order of

this Court). PERL's wholly-owned

debtor subsidiary Pacific Energy Alaska Holding, LLC ("PEAH") owns a 50% interests in a
company that owns a pipeline in Alaska and PEAH's wholly-owned debtor subsidiary Pacific

Energy Alaska Operating LLC ("PEAO") owned working interests in oil and gas wells located in

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Alaska (such interests were either sold or abandoned by orders of

this Court, as discussed

below).
B. Collateral Proceeds
5. The Collateral Proceeds consist of

the following items (collectively, the

"Co llateral Proceeds"):

a. Returned Insurance Premiums: The Debtors received a return

of approximately $648,467 of premiums for their general liability policy related to control of

wells, offshore properties, onshore properties and loss of production in Alaska. The Debtors
might receive additional returned premiums of approximately $60,000 after the completion of
year-end audits for their workers compensation, auto liability, auto physical damage, umbrella
and general

liability policies.
b. Alaska Assets Bidder Deposits: On July 1,2009, the Court

entered an Order approving sale procedures for the Debtors' Alaska assets, and on July 2,2009
the Debtors filed their motion for an order approving the sale of their Alaska assets to the maker

of the highest and best bid at an auction. Ammadon Limited/Catherwood Limited ("Ammadon")

and New Alaska Energy, LLC ("NAE") submitted bids with deposits before the auction. On
July 20, 2009, Debtors held the auction of

the Group 1 Assets, which consisted of: (a) PEAO's

interests in leased oil and gas production assets located in Alaska (and related assets and
contracts) that are operated by PERL or Aurora Gas, LLC; (b) PEAO' s interests in leased gas

production assets located in Alaska (and related assets and contracts) that are operated by Aurora
Gas, LLC; and (c) PEAH's 50% of the issued and outstanding common stock of

Cook Inlet Pipe

Line Company. At the Auction, Ammadon was the successful bidder and NAE was the backup

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bidder. Neither Ammadon nor NAE was able to close its purchase and the Debtors claimed
forfeiture of Ammadon's and NAE's respective deposits. As a result of separate agreements
between the Debtors and Ammadon and NAE (which had commenced an adversary proceeding
for the return of its deposits), the Debtors retained $250,000 of Ammadon' s deposit and

$225,000 ofNAE's deposit (which settlement with NAE was approved by an order entered by
the Court on April

19, 2010 in NAE's adversary proceeding).

c. Royalty Escrow Funds: Forest Oil Corporation ("Forest"), which

had owned the predecessor of PEAO, obtained an order from the Alaska Oil and Gas

Conservation Commission ("AOGCC") to establish an escrow until a Royalty Sharing Agreement ("RSA") was negotiated between the United States Bureau of Land Management, the
State of Alaska and PEAO or its predecessor for the sharing of royalties (lessors' royalties and overriding royalty interests) for the upper zone of West Foreland #2 natural gas welL. Forest

funded this segregated escrow account (the "Royalty Account"), at First National Bank of Alaska
(the "Escrow Agent"), and turned over the account to PEAO in conjunction with PERL's

acquisition ofPEAO's predecessor in August 2007. The RSA was subsequently completed and
funds distributed pursuant to AOGCC order in December 2008. Of

the $2.5 milion funded by

Forest, $550,699.39 (which includes interest accrued since that time) remains in the segregated
escrow

account. Included in the $550,699.39 is $94,140 of suspended royalties to owners of

ORRIs, listed on Exhibit A to this Motion, that need to be paid once title is cleared or proper

addresses are obtained. As requested below, with this Court's authorization, the Escrow Agent
would transfer the funds in the Royalty Account to the Debtors (and would, thereupon, be
relieved of its obligation to maintain the Royalty Account and any liability to the royalty holders

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or any other party) and the Debtors would then transfer $38,485 from the Royalty Account to the

Kreielsheimer Remainder Foundation and $55,665 (being $94,140 less $38,485) from the
Royalty Account to Cook Inlet Energy, LLC ("CIE"), the purchaser of

most ofPEAO's Group 1

Assets, to be administered by CIE, if CIE agrees, or by the Debtors for the benefit of royalty

holders listed on Exhibit A to this Motion. The balance of$456,559.39 ($550,699.39 less
$94,140) will be paid to the Beneficiaries (subject to this Court's approval). Also, the Debtors,
may transfer any additional amounts received from the Escrow Agent on account of additional
accrued interest (over and above the escrow account balance noted above) to the Beneficiaries.
d. Returned Legal Retainer: On April 13,2010, this Court

approved a stipulation between the Debtors and one of

the Debtors' law firms Stoel Rives, LLP,

which had received a prepetition retainer of $25,000. Under the approved stipulation, Stoel

Rives, LLP retained $4,107.50 of such retainer for services rendered and returned $20,892.50 to
the Debtors.
e. Business Interruption Insurance Proceeds: On September 10,

2009, PERL filed an approximately $32 milion claim for contingent business interruption under
its liability insurance policy issued by Lloyd's of London/JH Blades (60%), AIG-Ocean

Marine/B&M (25%), CV Start (12.5%) and American HulllOffshore Insurance (2.5%). The
claim is for loss of production and debt service coverage for its subsidiary PEAO, for the period
March 22,2009 through the date of abandonment of

the Alaska assets in September 2009, as a

direct result of

physical damaged caused to the Drift River Terminal (a facility operated by

Chevron through which all ofPEAO's Alaskan oil production flowed and was loaded onto ships
for transport and sale) from the March 22, 2009 and subsequent eruptions of

the Mt. Redoubt

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volcano located near Cook Inlet, Alaska. PERL's claim has been denied by the insurance carrier,
however, PERL notified the insurance carrier on March i, 20 i 0 that is contesting the denial of
coverage.
f. Trading Bay Oil Sale Proceeds Escrow Funds: On April 28,

2009, this Court entered its Order Governing Further Proceedings on Motion of

Union Oil

Company of

California

for Relieffrom Automatic Stay (Docket No. 230) in which it ordered (a)

Alaska oil refiner Tesoro Alaska Company ("Tesoro") to pay to the Debtors the purchase price
of oil produced at the Trading Bay Unit and Trading Bay Field (which are operated by Union Oil

Company of California ("Union"), and in which oil sale proceeds Union claims an interest) and
(b) the Debtors to place the funds received from Tesoro in a segregated interest-bearing account

(the "Trading Bay Oil Sale Payments Account"), where they remain. The balance in such
account (as of

March 28,2010) was approximately $12,317,748.55. Notwithstanding the

the Trading Bay Oil Sale Payments Account shall be distributed

foregoing, no amounts out of

until further order of the Court in the pending adversary proceeding relating to such funds fied
by Union.
g. Alaska Tax Credits and Refunds: Pursuant to AS 43.55.023

"Tax Credits for certain losses and expenditures," PEAO has applied for tax credits for

"qualified capital expenditures" and "carried-forward annual loss" (both are defined terms) for
the period January 1, 2009 through the date of abandonment of its Alaska assets in September

2009. PEAO intends to apply for the same tax credits for 2007 and 2008. Pursuant to this
statute, these tax credits can be transferred (sold) to another entity that has the ability to apply the

tax credits against production taxes payable under AS 43.55.011 "Oil and gas production tax."

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The amount or timing of proceeds, if any, ultimately realizable from these tax credits is not
known.
C. Relevant Prepetition Secured Loan
6. Before the Petition Date, PEAO entered into that certain Second Lien

Credit Agreement, dated as of August 24,2007 (as amended, restated, supplemented or

otherwise modified from time to time, the "PEAO Second Lien Credit Agreement"), among
PEAO, as borrower, PEAH, the lenders from time to time party thereto (the "PEAO Second Lien
Lenders"), Silver Point, as administrative agent for the PEAO Second Lien Lenders (in such

capacity, the "PEAO Second Lien Administrative Agent") and as PEAO Second Lien Collateral

Agent, and 1. Aron, as documentation agent, pursuant to which the PEAO Second Lien Lenders
extended credit to PEAO on the terms set forth therein.
7. Pursuant to the security documents related to the PEAO Second Lien

Credit Agreement, the PEAO Second Lien Collateral Agent, for the benefit of itself, the PEAO
Second Lien Administrative Agent and the PEAO Second Lien Lenders) was granted a perfected

security interest in the Prepetition PEA Collateral and the Prepetition Beta Collateral (as each such term is defined in the Final DIP Financing Order), including without limitation the
Collateral Proceeds. Pursuant to the Debtor's Stipulations (as defined in the Final DIP Financing

Order), the Debtors acknowledged and agreed to such liens and security interests in the Final DIP Financing Order (Final DIP Financing Order, Section G).
8. Pursuant to the Final DIP Financing Order:

The Statutory Committee may seek to object to or to challenge the

findings or Debtors' Stipulations regarding: (a) the validity,

extent, priority, or perfection of the mortgages, security interests, and liens of the Prepetition Agents or any Prepetition Secured

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Party; (b) the validity, allowability, priority, fully secured status or amount of the Prepetition Obligations; or (c) the validity,
allowability, priority, fully secured status or amount of

the PERL

DIP Term Facility, PERL Refunding Amount, PEAO DIP Term Facility, or PEAO Refunding Amount. The Statutory Committee must commence, as appropriate, a contested matter or adversary proceeding raising such claim, objection, defense, or other challenge, including, without limitation, any claim against any Prepetition Agent or Prepetition Secured Party in the nature of a setoff, counterclaim or defense to the applicable Prepetition Obligations or the Prepetition Liens (each, a "Challenge") on or before July 13,2009 (the "Challenge Period"). Upon the
occurrence of the expiration of

the Challenge Period (the

"Challenge Period Termination Date"): (A) any and all Challenges by any party (including, without limitation, the Statutory Committee, any chapter 11 trustee, andlor any examiner or other estate representative appointed or elected in these Cases, and any chapter 7 trustee andlor examiner or other estate representative appointed or elected in any Successor Cases), shall be deemed to
be forever waived and barred; and (B) all of

the Debtors'

Stipulations, waivers, releases, affrmations and other stipulations as to the priority, extent, and validity as to the Prepetition Agents' and each Prepetition Secured Party's, claims, liens, and interests shall be of full force and effect and forever binding upon all the Debtors' estate and all creditors, interest holders, and other parties in interest in these Cases and any Successor Cases.
Final DIP Financing Order i 34.

No Challenge (as defined in the Final DIP Financing Order) was asserted and pursuant to

the Final DIP Financing Order, the liens granted by and acknowledged by the Debtors on their
assets, including, for the avoidance of doubt, the Collateral Proceeds, are in full force and effect.
D. Final DIP Financing Order

9. On March 11, 2009, the Borrowers and Guarantors entered into that

certain Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty

Agreement, dated as of March 11, 2009 (the "DIP Agreement"), by and among the Debtors, the
lenders party thereto from time to time, 1. Aron, as Lead Arranger and as Syndication Agent (in

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such capacities, "Syndication Agent"), J. Aron, as Administrative Agent for such Lenders

(together with its permitted successor in such capacity, "Administrative Agent"), and J. Aron and
Silver Point, each as Collateral Agent for such Lenders (each in such capacity, a "Collateral
Agent"), a portion of the proceeds of

which repaid the Borrowers' prepetition obligations under

(a) the Credit and Guaranty Agreement, dated as of

November 30,2006 (as amended, restated,

supplemented or otherwise modified from time to time), among PERL, as borrower, certain

subsidiaries of PERL, as the guarantors, the lenders from time to time party thereto (the "PERL

Lenders"), and J. Aron, as administrative agent for the PERL Lenders and (b) the First Lien

Credit Agreement, dated as of August 24,2007 (as amended, restated, supplemented or

otherwise modified from time to time), among PEAO, as borrower, PEAH, the lenders from time

to time party thereto (the "PEAO First Lien Lenders"), Silver Point, as administrative agent for
the PEAO First Lien Lenders, and 1. Aron, as documentation agent.
10. On June 4, 2009 (Docket No. 415), the Bankruptcy Court entered its Final
Order Pursuant to 11 Us.e. 105,361,362, 363, 364 and 507 (1) Approving Post

petiion

Financing, (2) Authorizing Use of

Cash Collateral, (3) Granting Liens and Providing

Superpriority Administrative Expense Status, (4) Granting Adequate Protection, and (5)
Modtfying the Automatic Stay, entered by the Bankruptcy Court in the Case on June 4, 2009

(Docket No. 415) (the "Final DIP Financing Order"). Pursuant to the Final DIP Financing
Order, the Beta Collateral Agent, for the benefit of itself and the other DIP Secured Parties (as
such terms are used therein) was granted a security interest in:

(1) all presently owned and hereafter acquired assets of the applicable Debtors and their estates, and any proceeds and products thereof, including without limitation, accounts, deposit accounts, cash, as-extracted collateral, chattel paper, investment

68773-002\DOCS_LA:2 i 8636.10

10

property, letter-of-credit rights, securities accounts, commercial tort claims, investments, instruments, documents, inventory, contract rights, franchise agreements, general intangibles, intellectual property, real property, fixtures, goods, equipment and other fixed assets and proceeds and products of all of the foregoing (including insurance proceeds), (2) proceeds of avoidance actions arising solely under Section 549 of the Bankruptcy Code, (3) any rights under Section 506( c) of the Bankruptcy Code, (4) any unencumbered assets of the applicable Debtors, (5) a pledge, for the benefit of the DIP Secured Parties and the applicable DIP Collateral Agent, of one hundred percent (100%) of the capital
stock or other equity interests of interests in PERL), and (6) a Lien on all assets of

the Debtors (other than equity the applicable

Debtors securing other Indebtedness, junior only to Permitted Prior

Liens.
Final DIP Financing Order i 6.

The Collateral Proceeds are assets of the Debtors and the liens on such assets were
perfected by the Final DIP Financing Order as described above.
E. Transfer of Claim bv J. Aron to Rise
11. 1. Aron transferred its secured claim to Rise Energy on or about December

8,2009 (Docket No. 1194), subject to the terms of a certain Purchase Agreement dated

November 6,2009 ("Rise Purchase Agreement") by and among J. Aron and Rise, and certain
other parties thereto. 1. Aron has informed the Debtors that, pursuant to Paragraph 1.01 of the
Rise Purchase Agreement, J.Aron sold all of its rights and obligations under the DIP Agreement
and the PEAO Second Lien Credit Agreement (and each of

the respective loan documents

thereunder) and all of its rights, claims and interests in the Debtors' chapter 11 cases to Rise, in

each case other than the Excluded Rights. 1. Aron has informed the Debtors that the Excluded
Rights are defined in the Rise Purchase Agreement as:

all rights of each Seller Party (i) to all payments or distributions received by the Seller prior to the Closing Date under the Loan Documents, (ii) under the Agreement and all documents related to

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11

the Agreement (other than the Loan Documents or the PERL

ORRIs) or the Closing, (iii) to receive any proceeds from the sale of crude oil or other petroleum products produced from Trading Bay Unit and Trading Bay Field, including without limitation those which are currently held in a segregated, interest-bearing account by order of the Bankruptcy Court dated April 28, 2009 (Docket No. 230), other than such proceeds which are required to remain in the PEAO estate pursuant to Paragraph 35 of Final DIP Order, (iv)
all payments or proceeds from insurance covering the Debtors'

business interruption and debt service and related losses resulting from the eruptions of Mount Redoubt and related events and any refunds or rebates of insurance premiums associated with the
abandonment or other discontinuation of operations of

the Debtors'

Alaska operations and assets, (v) all payments or proceeds resulting from deposits made by potential purchasers of Debtors' operations or assets in Alaska or claims relating thereto, including without limitation, Catherwood Limited and its affiliated entities, and (vi) any other payments or distributions under the Loan Documents that result from the Debtors' operations or assets in Alaska or claims relating thereto.

As indicated above, the items above that constitute Collateral Proceeds were specifically retained
by J. Aron in the Rise Purchase Agreement.
F. Sale of Non-Trading Bay Alaska Assets

12. On November 25,2009 (Docket No. 1157), the Court entered that certain

Conditional Order (A) Vacating This Court's Abandonment Order in Part for Certain Alaska
Assets and (B) A uthorizing the Debtors to Sell Certain Alaska Assets ("Non-Trading Bay Alaska

Sale Order")? Pursuant to the Non-Trading Bay Alaska Sale Order, the assets sold to CIE did
not include the Excluded Items, as defined in the Alaska Sale Agreement:
The Buyer is not purchasing all of

the Debtors' assets. The Buyer

is only purchasing the Sold Assets and is not purchasing any assets
2 The Debtors working interests in oil wells located in Trading Bay in Cook Inlet, Alaska, were

abandoned pursuant to this Court's Order Granting Alternative Motion of Pacifc 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, entered September 2,2009 (Docket No. 832).

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12

other than the Sold Assets, to the extent set forth in the Sale Agreement. The Sold Assets do not include the Excluded Items, as
defined in the Sale Agreement. The Excluded Items shall remain

subject to existing Encumbrances, if any.

Non- Trading Bay Alaska Sale Order i H.32 (on p. 10 of such Order).
13. Pursuant to the Non-Trading Bay Alaska Sale Order and the Purchase and

Sale Agreement approved thereby (the "Alaska PSA"), the Debtors sold certain of its Alaska
operations to CIE. Certain of

the Debtors' Alaska assets were, however, excluded from the sale.

See Alaska PSA (Exhibit 3 to Docket No. 1156) at 1.39 (Excluded items from sale include

cash equivalents, third-party indemnities, rights under insurance policies, interests in property owned by third parties, business interruption claims, claims against operators, and claims
unrelated to the Alaska interests that were sold); 10.13 (reservation of claims against third

parties).
G. Sale of Beta Assets and Successful Bidders' Remaining Claim in Excluded Interests

14. On August 23,2009, this Court entered its Order: (i) Approving Sale of
the Debtors' Beta Assets Free and Clear of All Liens, Claims, Encumbrances, and Other
Interests Pursuant to Section 363 (b), (f) and (m) of

the Bankruptcy Code: (ii) Assuming and

Assigning Certain Executory Contracts and Unexpired Leases; and (hi) Granting Related Relief
(Docket No. 1239) (the "Beta Sale Order"). The Beta Sale Order recites that the purchase and
sale agreement between the Debtors and the Successful Bidders provides for:

the extinguishment of any Seller Indebtedness (including obligations and indebtedness arising under any ancillary loan documents to the Credit Agreement) that is not otherwise part of the Credit Bid Amount or the Assumed Debt, except that the Successful Bidders shall retain a $75,000,000 claim (the "Remaining Claim") that is secured solely by the Excluded Interests, and to the extent the proceeds realized from the Excluded

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13

Interests do not satisfy the Remaining Claim, the remainder of the Remaining Claim shall be an allowed general unsecured claim in
the Debtors' cases subject to paragraph 17 of

this Order, as Silver

Point's, Rise's and 1. Aron & Company's respective rights to the Excluded Interests existed immediately prior to the entry of this Order.
Beta Sale Order i G(iii).
15. The Beta Sale Order defines the "Excluded Interests" as:

all of the right, title and interest of any of the Successful Bidders
and any of their predecessors or affliates or any of

the Debtors'

estates in (i) all payments or proceeds from insurance covering the Debtors' business interruption and debt service and related losses resulting from the eruptions of Mount Redoubt and related events and any refunds of insurance premiums associated with the abandonment of operations of the Debtors' Alaska operations and assets or otherwise, (ii) any proceeds from the sale of crude oil or other petroleum products produced from the oil fields commonly known as Trading Bay Unit and Trading Bay Field, including without limitation those which are currently held in a segregated this Court dated April 28, interest-bearing account by order of 2009 (Docket No. 230), other than such proceeds which are
required to remain in the Pacific Energy Alaska Operating, LLC

the Final DIP Order, (iii) all payments or proceeds resulting from deposits made by potential the Debtors' operations in Alaska or claims relating purchasers of thereto, including without limitation, Catherwood Limited and its affiiated entities, and (iv) any assets or proceeds of assets related to any Alaska properties not otherwise bid or assumed to which the Successful Bidders, or their predecessors-in-interest or successorsthey were not bidders. in-interest, would otherwise be entitled if As set forth in paragraph G(i) above, the Successful Bidders shall retain the Remaining Claim as an allowed first priority senior secured (as to the Excluded Interests only) $75,000,000 claim and as an unsecured claim to the extent of any deficiency.
estate pursuant to Paragraph 35 of

Beta Sale Order i 18.

16. The Beta Sale Order also provides in pertinent part that the Beneficiaries

and their respective predecessors-in-interest have rights to the proceeds of Excluded Interests:

For the avoidance of doubt, the Successful Bidders and their respective predecessors-in-interest shall maintain the rights to any proceeds of Excluded Interests as such rights existed immediately

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prior to entry of this Order, and any such proceeds of Excluded Interests received by the Successful Bidders andlor Debtors shall be distributed by the Successful Bidders andlor Debtors, as applicable, in accordance with the respective agreements governing such Seller Indebtedness as they existed immediately prior to the entry of this Order.
Beta Sale Order i 27. Such rights appear in another section of

the Beta Sale Order as well:

this Order, all Seller Indebtedness (including obligations and indebtedness arising under any ancillary loan documents to the Credit Agreements) remaining after application of the Credit Bid Amount other than the Assumed Secured Debt, and any documents evidencing any Seller Indebtedness (including ancillary loan documents to the Credit Agreements) other than documents evidencing the Assumed Secured Debt (as to which Silver Point, and not the Debtors, shall be the obligor), shall be extinguished and terminated; provided, however, that the
Upon entry of

Successful Bidders and their respective predecessors-in-interest

shall maintain, through the Remaining Claim, the rights to any

proceeds of Excluded Interests as such rights existed immediately prior to entry olthis Order, and any such proceeds of the

Remaining Claim received by the Success.ftl Bidders and/or Debtors shall be distributed by the Successful Bidders and/or Debtors, as applicable, in accordance with the respective agreements governing such Seller Indebtedness as they existed immediately prior to entry of this Order.
Beta Sale Order i 28 (emphasis added).
17. Therefore the express terms of

the Beta Sale Order permit the payments

requested.

Relief Requested

18. By this Motion, the Debtors request that the Court enter an order
authorizing the Debtors to pay the proceeds of certain of the Excluded Interests (now in hand and
collected in the future) to the Beneficiaries pursuant to sections G(iii), 18, 27 and 28 of

the Beta

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Sale Order and paragraph 21 of the Final DIP Order. 3 Also, by this Motion, the Debtors request
that (a) the Escrow Agent be directed to transfer the balance of

the Royalty Account to the

Debtors, and thereupon the Escrow Agent would be relieved of its obligation to maintain the
Royalty Account and any liability to the royalty holders or any other party, and such account
shall be closed; and (b) the Debtors be authorized to transfer from the Royalty Account funds it

receives from the Escrow Agent: (i) $38,485.01 to royalty holder Kreielsheimer Remainder
Foundation; (ii) $55,655.27 to CIE to be administered by CIE, ifCIE agrees, or by the Debtors
for the benefit of

royalty holders listed on Exhibit A to the Motion; and (iii) $456,559.39 to the

Beneficiaries (also, the Debtors, may transfer any additional amounts received from the Escrow

Agent on account of additional accrued interest, over and above the escrow account balance
noted above, to the Beneficiaries).

Jurisdiction
19. The Court has jurisdiction over this Motion under 28 U.S.c. 157 and

1334. This matter is a core proceeding within the meaning of 28 U .S.C. 157(b )(2). Venue is

proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for
the relief requested herein are sections 105(a) of

the Bankruptcy Code.

Basis for Relief Requested

20. Section 105(a) of

the Bankruptcy Code provides that a Bankruptcy Court

may "issue any order, process, or judgment that is necessary or appropriate to carry out the
3 Paragraph 21 of the Final DIP Order is entitled "Application of Proceeds of Collateral, Payments and

Collections," and it provides the order in which proceeds of DIP Collateral and Prepetition Collateral are applied (first to DIP Credit Agreement Obligations, then to prepetition debt and third and last to the Debtors). Paragraph 21 states that it is "the exclusive method of application of proceeds of Collateral and shall not be affected or otherwise modified by any prepetitIon intercreditor agreement solely among the PrepetItion Secured Parties."

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provisions of' the Bankuptcy Code. 11 U.S.c. 105(a). Under section 105(a) and its equitable
powers, "the bankuptcy court has authority to take any action or make any determination

necessary or appropriate to enforce or implement orders." Beal Bank, SSB. v. Jack's Marine,
Inc., 201 B.R. 376, 379 (E.D. Pa. 1996) (citations omitted). Also, this Court retained

jurisdiction

specifically to "interpret, implement, and enforce the terms and provisions of this (Beta Sale)
Order. . . ." Beta Sale Order at i 27.

21. The relief requested herein is arguably authorized by the Beta Sale Order

and Final DIP Financing Order and is consistent with the Non-Trading Bay Alaska Sale Order.

Nevertheless, the Debtors request an order authorizing such payments out of an abundance of

caution and to preclude any doubt regarding this Court's authorization to do so. The Debtors
request that (a) this Court enter the requested order to implement its prior orders by authorizing

the Debtors to make the requested present and future payments of Collateral Proceeds (net of
costs) to the Beneficiaries as set forth herein; (b) direct the Escrow Agent to transfer the balance of the Royalty Account to the Debtors, and thereupon the Escrow Agent would be relieved of its

obligation to maintain the Royalty Account and any liability to the royalty holders or any other

party, and such account shall be closed; and (c) authorize the Debtors to transfer from the

Royalty Account funds it receives from the Escrow Agent: (i) $38,485.01 to royalty holder
Kreielsheimer Remainder Foundation; (ii) $55,655.27 to CIE to be administered by CIE, if CIE

agrees, or by the Debtors for the benefit of royalty holders listed on Exhibit A to the Motion; and (iii) $456,559.39 to the Beneficiaries (also, the Debtors, may transfer any additional amounts

received from the Escrow Agent on account of additional accrued interest, over and above the
escrow account balance noted above, to the Beneficiaries).

68773-002\DOCS LA:2 i 8636. i 0

17

Notice
22. Notice of this Motion was provided to: (a) Office of

the United States

Trustee; (b) counsel to the Official Committee of Unsecured Creditors; (c) counsel to the Debtors' prepetition and postpetition lenders; (d) counsel to Rise Energy Beta, LLC; (e) counsel

to SP Beta Properties, LLC; (f) counsel to Cook Inlet Energy, LLC; (g) any persons with secured
interests in the collateral andlor proceeds addressed by this Motion; (h) oil and gas royalty

owners with funds in the Royalty Account to the extent known by the Debtors; (i) insurers that returned unapplied premiums for Alaska policies and or issued a business interruption insurance

policy for Alaska business; ) Stoel Rives LLP; (k) counsel to Ammadon Limited and
Catherwood Limited; (1) counsel to New Alaska Energy, LLC; (m) Forest Oil Corporation; (n)

counsel to Tesoro Alaska Company; (0) First National Bank of Alaska; and (p) those persons
who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure.

23. No prior request for the relief sought in this Motion has been made to this
or any other Court in connection with this Case.

WHEREFORE, the Debtor respectfully requests that the Court enter an Order,
substantially in the form submitted herewith: (a) authorizing the Debtors to pay the proceeds of
certain of the Excluded Interests (now in hand and collected in the future), net of

costs, to the

Beneficiaries pursuant to sections G(iii), 18, 27 and 28 of the Beta Sale Order and paragraph 21
of the Final DIP Order; (b) directing the Escrow Agent to transfer the balance of

the Royalty

Account to the Debtors, and thereupon the Escrow Agent would be relieved of its obligation to

maintain the Royalty Account and any liability to the royalty holders or any other party, and such
account shall be closed; (c) authorizing the Debtors to transfer from the Royalty Account funds it

68773-002\DOCS_LA:2 i 8636. 10

18

receives from the Escrow Agent: (i) $38,485.01 to royalty holder Kreielsheimer Remainder
Foundation; (ii) $55,655.27 to CIE to be administered by CIE, if CIE agrees, or by the Debtors
for the benefit of

royalty holders listed on Exhibit A to the Motion; and (iii) $456,559.39 to the

Beneficiaries (also, the Debtors, may transfer any additional amounts received from the Escrow
Agent on account of additional accrued interest, over and above the escrow account balance

noted above, to the Beneficiaries); and (d) granting such other and further relief as the Court
deems just and appropriate.
Dated: April

3), 2010

PACHULSKI, STANG, ZIEHL & JONES LLP

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:2 i 8636. 1 0

19

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785 (KJC)

Debtors. )

) (Jointly Administered)

Deadline for Objections: May i 2, 20 i 0 at 4:00 p.m. Hearing Date: May i 9,20 i 0 at 2:00 p.m.

COLLATERAL TO THE DEBTORS' PRE

NOTICE OF DEBTORS' MOTION FOR ORDER IMPLEMENTING PRIOR ORDERS OF THIS COURT BY AUTHORIZING DEBTORS TO PAY NET PROCEEDS OF CERTAIN PETITION AND POSTPETITION LENDERS

the United States Trustee; (ii) counsel to the Offcial Committee of Unsecured Creditors; (iii) counsel to the Debtors' prepetition and postpetition lenders; (iv) counsel to Rise Energy Beta, LLC; (v) counsel to SP Beta Properties, LLC; (vi) counsel to Cook Inlet Energy, LLC; (vii) any persons with secured interests in the collateral andlor proceeds addressed by this Motion; (viii) oil and gas royalty owners with funds in the Royalty Account to the extent known by the Debtors; (ix) insurers that returned unapplied premiums for Alaska policies and lor issued a business interruption insurance policy for Alaska business; (x) Stoel Rives LLP; (xi) counsel to the State of Alaska; (xii) counsel to Ammadon Limited and Catherwood Limited; (xiii) counsel to New Alaska Energy, LLC; (iv) Forest Oil Corporation; (xv) counsel to Tesoro Alaska Company; (xvi) First National Bank of Alaska; and (xvii) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure.
To: (i) Offce of

PLEASE TAKE NOTICE that, on the date hereof, the above-captioned debtors

and debtors in possession (collectively, the "Debtors") filed the enclosed Debtors' Motion For
Order Implementing Prior Orders Of

This Court By Authorizing Debtors To Pay Net Proceeds

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). ThemailingaddressforalloftheDebtorsis111W.OceanBoulevard.Suite 1240, Long Beach,

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

CA 90802.

68773-002\DOCS _ LA:2 i 8636.10

.'4

Of

Certain Collateral To The Debtors' PostpetUion Lenders (the "Motion") with the United

States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington,
Delaware 19801 (the "Bankuptcy Court,,).2

PLEASE TAKE FURTHER NOTICE that by May 12,2010, at 4:00 p.m.

prevailing Eastern time, which is the deadline for filing any response or objection to the Motion
with the Bankruptcy Court, you must file any such response or objection with the Bankruptcy
Court and also serve a copy of it upon the Debtors clo Pacific Energy Resources Ltd., 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA, Attn: Gerald A. Tywoniuk, Acting Chief Executive Officer (email: gtywoniukCfpacenergy.com). with a copy to: (a) the Debtors'
financial advisor, Zolfo Cooper LLC, 1166 Avenue of

the Americas, 24th Floor, New York, NY,

Attn: Scott W. Winn, Senior Managing Director (email: swinnCfzolfocooper.com) and Mark A.
Cervi (email: mcerviCfzolfocooper.com); and (b) the Debtors' counsel (i) (A) Pachulski Stang
Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, California 90067-4100,

Attn: Ira D. Kharasch (email: ikharaschCfpszjlaw.com) and Robert M. Saunders (email:

rsaundersCfpszjlaw.com) and (B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th
Floor, Wilmington, Delaware 19801, Attn: James A. 0 'Neill ( email: joneillCfpszjlaw.com); (ii)

Rutan & Tucker, LLP, 611 Anton Blvd., 14th Floor, Costa Mesa, CA 92626, Attn: Gregg
Amber (email: gamberCfrutan.com) and Garett Sleichter (email: gsleichterCfrutan.com); and
(iii) Schully, Roberts, Slattery & Marino, PLC, 1100 Poydras Street, Suite 1800, New Orleans,

LA 70163, Attn: Anthony C. Marino (email: amarinoCfschullyroberts.com); (c) counsel to the

2 From time to time and as determined by the Debtors, the Debtors plan to fie one or more similar
motions to the attached Motion for the payment of the net proceeds (net of related costs) to the Debtors' postpetition lenders regarding other collateral not covered by this Motion.

68773-002\DOCS_LA:2 i 8636. i 0

Offcial Committee of

Unsecured Creditors: Steptoe & Johnson, 1330 Connecticut Ave., N.W.,

Washington, DC 20036, Attn: Fil Agusti (email: fagustiCfsteptoe.com); (d) counsel to the

Debtors' prepetition and postpetition lenders: (i) Bingham McCutchen LLP, 399 Park Avenue,
New York, NY 10022, Attn: Jeffrey S. Sabin (email: jeffrey.sabinCfbingham.com); and (ii) Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Ilinois 60606,
Attn: Seth E. Jacobson (email: seth.jacobsonCfskadden.com); (e) counsel to Rise Energy Beta,

LLC: Haynes & Boone, 2323 Victory Avenue, Dallas, Texas 75219, Attn: Robert D.
Albergotti, Esq; Fax: 214-651-3940, e-mail: Robert.albergottiCfhaynesboone.com; and (f)
counsel to Cook Inlet Energy, LLC: Sullivan' Hazeltine' Allinson LLC, 4 East 8th Street, Suite
400, Wilmington, DE 19801, Attn: William D. Sullivan, Esq. (Fax: (302) 428-8195; e-mail:
bsullivanCfsha-llc.com ).

IF OBJECTIONS OR RESPONSES ARE TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE, A HEARING ON THE MOTION WILL BE HELD
BEFORE THE HONORABLE KEVIN 1. CAREY AT THE UNITED STATES

BANKRUPTCY COURT, 824 MARKET STREET, FIFTH FLOOR, COURTROOM #5,

WILMINGTON, DELA WARE 19801 ON MAY 19,2010 at 2:00 P.M. PREVAILING

EASTERN TIME.

(Remainder of page intentionally blank J

68773-002\DOCS_LA218636. i 0

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE
RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: April:!2010 PACHULSKI, STANG, ZIEHL & JONES LLP

Counsel for Debtors and Debtors in Possession

68773-002\DOCS LA:218636. i 0

Exhibit A
Description: Royalty Owners for West Foreland Escrow Account

Owner Id
147730 Oi i Investment Trust

Amount
$10,952.85 $35.596.75

1 nterest

Total

$888.70

$11.841.5
$38.485.01

147731 LEO 1' KREIELSHEIMER, DECEASED

147735 Mary Helen Hale

$2.888.26
$888.70 $888.70

$10,952.85 $10,952.85

$11.841.55

147738 HARRY J. HILL, DECEASED

147739 Harold Kravik

$11,841.55
$2,368.3 i

$2,190.57
$ 1 6,429.27

$17774
$1,333.04 $7,065.14

147741 c.P. (JACK) COUGHLAN, DECEASED

$17.762.31

Totals:

$87,075.14

$94,140.28

68773-002\DOCS_LA:2 i 8626.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et aI., I) Case No. 09-10785 (KJC)

Debtors. )

) (Jointly Administered)
) Related Docket No.

ORDER IMPLEMENTING PRIOR ORDERS OF THIS COURT BY AUTHORIZING DEBTORS TO PAY NET PROCEEDS OF CERTAIN COLLATERAL TO THE
DEBTORS' POSTPETITION LENDERS
Upon consideration of

the Debtors' Motion For Order 1mplementing Prior

Certain Collateral To

Orders Of

This Court By Authorizing Debtors To Pay Net Proceeds Of

The Debtors' Post

petiton Lenders (the "Motion"), the Court having convened a hearing on the

Motion and finding that due and suffcient notice of the Motion having been given under the
circumstances; and it appearing that the Court has jurisdiction over this matter pursuant to 28

U.S.C. 157 and 1334 and this is a core proceeding under 28 U.S.c. 157(b)(2); and after due
deliberation; and sufficient cause appearing therefore pursuant to 11 U.S.C. 1112(b), it is
hereby

ORDERED, ADJUDGED and DECREED as follows:2

1. The Motion is hereby GRANTED.
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 I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. Suite 1240, Long Beach, for Debtors is ILL W. Ocean Boulevard, mailing address all of the (5463). The CA 90802.
2 Capitalized terms not expressly defined herein shall have the meanings ascribed to such terms in the

Motion.

68773-002\DOCS LA:

2 i 8636. 1 0

2. The relevant Debtors are authorized to make net payments of Collateral

Proceeds to the Beneficiaries, as set forth in the Motion.

3. Nothing herein precludes the Debtors from filing one or more additional

motions seeking authority to pay the Beneficiaries the net proceeds of other of any Debtor's
collateraL.
4. The Escrow Agent is directed to transfer the balance of

the Royalty

Account to the Debtors, and thereupon the Escrow Agent would be relieved of its obligation to maintain the Royalty Account and any liability to the royalty holders or any other party, and such
account shall be closed. The Debtors shall then transfer from the Royalty Account funds it

receives from the Escrow Agent: (a) $38,485.01 to royalty holder Kreielsheimer Remainder

Foundation; (b) $55,655.27 to CIE to be administered by CIE, if CIE agrees, or by the Debtors
for the benefit of

royalty holders listed on Exhibit A to the Motion; and (c) $456,559.39 to the

Beneficiaries (also, the Debtors, may transfer any additional amounts received from the Escrow Agent on account of additional accrued interest, over and above the escrow account balance
noted above, to the Beneficiaries).
5. This Court retains jurisdiction to interpret and enforce this Order.

6. This Order shall be effective immediately upon its entry and no stay of

this Order shall be in effect.

Date:

,2010
The Honorable Kevin 1. Carey United States Bankruptcy Judge

68773-002\DOCS LA218636.10

IN THE UNITED STATES BANKUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., I) Case No. 09-10785 (KJC)

Debtors. )

) (Jointly Administered)

CERTIFICATE OF SERVICE
I, Kathleen P. Makowski, Esquire, hereby certify that on the 30th day of April,
2010, I caused a copy of

the following document(s) to be served on the individuals on the

attached service lists in the manner indicated:

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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. 1240, Long Beach, for all the Debtors is 111 W.OceanBoulevard,Suite mailing address of (5463). The CA 90802.

68773-002\DOCS _ LA:218636.10

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785
Document No. 145745

18 - Hand Delivery
50 - First Class Mail

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

02 - FOREIGN First Class Mail

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, 8th Floor

(Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffce 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

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

Los Angeles, CA 90067

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

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, iih Floor Wilmington, DE 19801

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 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 O'Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801
Hand Delivery (Counsel for Forest Oil Corporation)
Robert J. Dehney, Esquire

Unsecured

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

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. Farnan, Esquire Phillips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806

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 Ramshorn Investments, Inc.) Jonathan L. Parshall, Esquire
Murphy & Landon

Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
300 Delaware Avenue, Ste 1010

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

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

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Offce of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Offce 3 World Financial Center, Suite 400 New York, NY 10281-1022

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankruptcy 100 F Street, N.E. Washington, DC 20549

P.O. Box 7040 Dover, DE 19903

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

First Class Mail

Matthew Berry, Esquire
Offce of General Counsel

Federal Communications Commission

445 iih Street, S.W.

First Class Mail

Secretary of Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220

Washington, DC 20554

First Class Mail

POLLARD WlRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

Attn: Insolvency

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

Internal Revenue Service P.O. Box21126 Philadelphia, PA 19114-0326

First Class Mail

California Franchise Tax Board Bankruptcy, BE MSA 345 P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail

Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

First Class Mail

SWEPI LP

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

P.O. Box 576 Houston, TX 77002-0576

First Class Mail

Noble Energy, Inc.
100 Glenborough, Suite 100

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MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance)
Seth Jacobs, Esquire

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Goldman Sachs E&P Capital
Attn: Matthew C. Tarver

Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

1000 Louisiana, Suite 550

Houston, Texas 77002

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

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(Counsel to Goldman Sachs and 1.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire
Bingham McCutchen LLP 399 Park Avenue

Greenwich, CT 06830

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Seth E. Jacobson, Esquire L. Byron Vance II, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

New York, NY 10022

First Class Mail

(Counsel to Goldman Sachs and 1.Aron & Company) Amy Kyle
Bingham McCutchen

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(Counsel to United States Department of Interior, including the Minerals
Management Service)

(Boston) One Federal Street Boston, MA 01221-1726

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

Linda Lautigar Bankruptcy Coordinator MMS I Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 5151 Floor

Philadelphia, P A 19103

First Class Mail

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Yoe1in)

(Official Committee of Unsecured

Credi tors)

John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

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(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
Jodie E. Buchman, Esquire

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(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

DLA Piper LLP (US)

6225 Smith Avenue

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Baltimore, MD 21209

First Class Mail

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(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

(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)

First Class Mail (Offcial Committee of Unsecured

Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

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(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

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(Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire
Steven Reed, Esquire

Los Angeles, CA 90071

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail (Claims representative for the County of

Kern)

Attn: Bankuptcy Division

clo Linda Delgado P.O. Box 579 Bakersfield, CA 93302

First Class Mail 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 Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036

(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

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(Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010

First Class Mail

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(Counsel for Minerals Management Service) DeAnn L. Owen, Esquire
Office of

(Counsel for Oracle USA, Inc.)

the Solicitor, Rocky Mountain

Region
755 Parfet Street, Suite 151

Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 333 Market Street, 25th Floor San Francisco, CA 94105

Lakewood, CO 80215

First Class Mail

(Counsel for Longfellow Energy LP) David Jones, Esquire
Sprouse Shrader Smith P.C.

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(Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP 1301 Avenue of the Americas New York, NY 10019

701 S. Taylor, Suite 500 Amarillo, TX 79105

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(Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay St., Suite 3300 Houston, TX 77002

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(Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins
666 Fifth Avenue, 26th Floor

New York, NY 10103

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(Counsel for Kathleen Brown)
John A. Leonard, Esquire

Leonard, Key & Key PLLC

900 8th Street, Suite 320

Wichita Falls, TX 76307

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(Counsel for Rise Energy Partners, LP) Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory A venue, 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, 3rd Floor

Vancouver, BC V6C 3B9

Pacific Energy Resources Ltd. Lien Holders FIRST CLASS MAIL List
Case No. 09- 10785
Document No. 145869

First Class Mail

Marathon Oil Company
3201 C Street, Suite 800

P.O. Box 196168

~chorage, i\i( 99519-6168

17 - First Class Mail

First Class Mail

Director, Division of Oil and Gas Natural Resources Deparment of 550 West 7th i\venue, Suite 800

First Class Mail

SWEPI LP

~chorage, f\ 99501-3560

P.O. Box 576 Houston, TX 77001-0576

First Class Mail

U.S. Ban, National i\ssociation 633 West Fifth Street, 24th Floor
Los ~geles, Ci\ 90071

First Class Mail

J. Aron & Company, as Administrative Agent 85 Broad Street New York, NY 10004

First Class Mail

Noble Energy, Inc.

First Class Mail

Silver Point Finance, LLC, as Collateral Agent Two Greenwich Plaza Greenwich, CT 06830

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

United States of America Deparment of

the Interior

First Class Mail

Union Oil Company of California
3800 Centerpoint Dr.

Minerals Management Service Pacific OCS Region 770 Paseo Camarilo

Camarilo, CA 93010

Suite 100 Anchorage, AK 99503-5826

First Class Mail

Chicago Title Company 700 S. Flower Street, Suite 800

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

Los ~geles, CA 90017

First Class Mail
First American Title Insurance Company 3035 C Street
~chorage, f\ 99503

First Class Mail

NMHG Financial Services, Inc. 44 Old Ridgebury Road Danbury, CT 06810

First Class Mail

Cook Inlet Pipeline Company 4800 Fourace PI. Bellaire, TX 77401

First Class Mail

De Lage Landen Financial Services, Inc. 1111 Old Eagle School Road Wayne, P A 19087

First Class Mail

Chevron Oil Company 3800 Centerpoint Drive
Suite 100

First Class Mail

Wells Fargo Bank, National Association MAC AOI03-056
525 Market Street, 5th Floor

Anchorage, Ai( 99503

San Francisco, CA 94105

Pacific Energy
Special Service List

Motion Reconsider Abandonment Group 1 Alaska Assets

Case No. 09-10785
Document No. 153948

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 Medema Family Trust)

11- Hand Delivery 12 - First Class Mail

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

Wiliam E. Chipman, Jr., Esquire Landis Rath & Cobb LLP 919 Market Street, Ste 1800 Wilmington, DE 19801
Hand Delivery (Counsel for SalamatofNative Ass'n) Michael D. DeBaecke, Esquire
Blank Rome LLP

Wilmington, DE 19801
Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

1201 N. Market Street, Ste 800 Wilmington, DE 19801

Hand Delivery (Counsel for State of Alaska) Joseph H. Huston, Jr., Esquire Maria Aprile Sawczuk, Esquire Stevens & Lee PC 1105 N. Market Street, Ste 700 Wilmington, DE 19801
Hand Delivery (Counsel for Daniel K. Donkel) Charlene D. Davis, Esquire Jamie L. Edmonson, Esquire GianClaudio Finizio, Esquire
Bayard, P.A.

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

919 Market Street, P.O. Box 1070 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

222 Delaware Avenue, Ste 900 Wilmington, DE 19801

Hand Delivery (Counsel for Donkel Oil & Gas LLC) Christopher D. Loizides, Esquire
Loizides, P.A.

1225 King Street, Ste 800 Wilmington, DE 19801

Hand Delivery (Counsel to New Alaska Energy) Anthony Saccullo, Esquire Carl Neff, Esquire Ciardi Ciardi & Astin 919 Market Street, Suite 700
Wilmington, DE 19801

First Class Mail

(Counsel for Daniel K. Donkel) Christopher M. Brecht, Esquire Bankston Gronning 0' Hara, P. C. 601 West Fifth Avenue, Ste 900 Anchorage, AK 99501

First Class Mail

First Class Mail

(Counsel for United States) E. Kathleen Shahan, Esquire U.S. Department of Justice P.O. Box 875; Ben Franklin Station Washington, DC 20044

(Counsel for Digitel Data Joint Venture) Frederick T. Johnson, Esquire

Dobrowski L.L.P.
1010 Lamar, Ste 1350

Houston, TX 77002

First Class Mail

First Class Mail

(Counsel for Ramshorn Investments) Jonathan L. Parshall, Esquire
Murphy & Landon

(Counsel for Medema Family Trust)

John C. Siemers, Esquire

1011 Centre Road, Ste 210 Wilmington, DE 19805

Burr, Pease & Kurtz 810 N. Street, Ste 300 Anchorage, AK 99501

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 SalamatofNative Ass'n)

John C. Smith, Esquire Smith & Smith, PLLC 500 L Street, Ste 300 Anchorage, AK 99501

First Class Mail (Counsel for SalamatofNative Ass'n)

Gerald K. Smith, Esquire Smith & Smith, PLLC 40 N. Central Avenue Phoenix, AZ 85004

First Class Mail

(Counsel for Whale Building LLC) Robert R. Leinwand, Esquire Russell P. McRory, Esquire Robinson Brog Leinwand Greene Genovese & Gluck P.c. the Americas 1345 Avenue of New York, NY 10105

First Class Mail

(Counsel for State of Alaska) Lorenzo Marinuzzi, Esquire Samantha Martin, Esquire Morrison & Foerster LLP
1290 Avenue of

the Americas

New York, NY 10104

First Class Mail

(Daniel K. Donkel) Mr. Daniel K. Donkel 1906 Kohinoor Place Golden, CO 80401

First Class Mail

(Counsel for Daniel K. Donkel) Patrick J. Russell, Esquire Allen & Vellone, P.C.
1600 Stout Street, Ste 1100

Denver, CO 80202

Pacific Energy Resources Ltd.

First Class Mail

Franchise Tax Board Franchise Tax

Taxing Authorities Service List

Case No. 09-10785 Document No. 145798 v2 03 - First Class Mail 07 - First Class Mail

P.O. Box 942857

Sacramento, CA 94257-0511

First Class Mail

First Class Mail
State of Alaska Department of
Environmental Conservation

Delaware State Franchise Tax Franchise Tax, Division of Corporations P.O. Box 11728
Newark, NJ 07101-4728

Pollution Tax 410 Willoughby Ave., Ste 303 Juneau, AK 99811-1800

First Class Mail

State of California Unclaimed Property Franchise Tax, Division of Corporations P.O. Box 942850 Sacramento, CA 94250-5873

First Class Mail

State of Alaska General Fund Oil Surcharge Tax 550 West 7th Ave., Ste 500 Anchorage, AK 99501

First Class Mail

LA County Tax Collector
Property Tax

First Class Mail

Internal Revenue Service
Income Tax
Department of

P.O. Box 54018 Los Angeles, CA 90054-0018

the Treasury

Ogden, UT 84201-0039

First Class Mail

Delaware State Franchise Tax
Franchise Tax

Division of Corporations P.O. Box 11728

Newark, NJ 07101-4728

First Class Mail

South Coast Air Quality
Emissions Tax
PO Box 4943

Diamond Bar, CA 91765-0943

First Class Mail

Board of Equalization State Oil Tax P.O. Box 942879 Sacramento, CA 94279-6147

PACIFIC ENERGY - SECURED CLAIMANTS SERVICE LIST

CASE NO. 09-10785 (KJC) DOC. NO. 152818 002 - HAND DELIVERY 107 - FIRST CLASS MAIL 004 - FOREIGN FIRST CLASS MAIL

FIRST CLASS MAIL

)

JOHN 1. HARRS ESQ. & RACHEL FEIERTAG MEYERS NAVE RE: ROSECRANS ENGERY 333 SOUTH GRAND AVENUE, SUITE
1670

LOS ANGELES, CA 90071

HAND DELIVERY
)

FIRST CLASS MAIL

)

WOMBLE CARL YLE SANDRIDGE & RICE, PLLC CIO KEVIN MANGAN, ESQ. RE: MARATHON OIL COMPANY 222 DELAWARE AVENUE, SUITE 1501 WILMINGTON, DE 19801

ROSECRANS ENERGY,

A CALIFORNIA LIMITIED PARTNERSHIP MR. SHERWIN D. YOELIN, GENERAL PARTNER 2117 TWAIN AVENUE CARLSBAD, CA 92008

HAND DELIVERY
)

FIRST CLASS MAIL

)

ACE-USA I WESTCHESTER FIRE INSUR CO CIO TOBEY M. DALUZ, ESQUIRE BALLARD SPAHR ANDREWS & INGERSOLL, LLP 919 NORTH MARKT STREET, 12TH FLOOR WILMINGTON, DE 19801

DONALD & NOLA SANDERS TRUST CLIENT ID # 165429 ATTN: NOLA B. SANDERS 359 GEAN STREET MESQUITE, NV 89027

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

CAROL A LINELL
3040 MIDV ALE AVENUE LOS ANGELES, CA 90034-3408

ROBERT BREEZE IRRVOCABLE

TRUST VIRGINIA BREEZE TRUSTEE 800 F STREET, UNIT P-6 JUNEAU, AK 99801

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

IRA BENJAMIN KATZ RE: ROSECRANS ENGERY LAW OFFICE OF BENJAMIN KATZ A
PROF CORP

AURORA GAS,LLC. CIO JOHN H. TINDALL ATTN: G SCOTT PFOFF, PRESIDENT & MANAGER 6051 N. COURSE DRIVE SUITE 200 HOUSTON, TX 77072

1901 AVENUE OF THE STARS, #1900 LOS ANGELES, CA 90067

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

TINDALL BENNETT & SCHOUP RE: AURORA GAS, LLC 508 WEST 2ND AVENUE, THRID FLOOR ANCHORAGE, AK 99501

DE LAGE LANDEN FINANCIAL

SERVICES, INC.

A TTN: LARRY LEVIN 1111 OLD EAGLE SCHOOL ROAD WAYNE, PA 19087

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

RICHARDSON F AMIL Y TRUST

HELEN E. RICHARDSON TRUSTEE 3511 ANDREE DRIVE, UNIT A ANCHORAGE, AK 99517-2338

UNION OIL COMPANY OF CALIFORNIA

A TTN: STEVE LASTRAPES

MANAGING COUNSEL, U.S. ONSHORE 11111 S. WILCREST DRIVE, ROOM N2011

FIRST CLASS MAIL

)

HOUSTON, TX 77009

NATIONAL UNION FIRE INSURANCE CO

OF PITTSBURGH P A. (SEE NOTES)

FIRST CLASS MAIL

)

COMMERICAL INSURANCE BANKRUPTCY COLLECTIONS MICHELLE A. LEVITT 175 WATER STREET, 18TH FLOOR NEW YORK, NY 10038

FIRST CLASS MAIL

)

PILLSBURY WINTHROP SHAW PITTMAN LLP CIO ROGER ELDER RE: UNION OIL COMPANY OF CALIFORNIA 1540 BROADWAY NEW YORK, NY 10036-4039

MARATHON OIL COMPANY ATTN: DAVID M. RISSER CIO YVONNE KUNETKA, ESQ. 5555 SAN FELIPE STREET, RM. 2535 HOUSTON, TX 77056

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

UNION OIL COMPANY OF CALIFORNIA ATTN: STEVE LASTRAPES MANAGING COUNSEL, U.S. ONSHORE 11111 S. WILCREST DRIE, ROOM N2011

MARATHON OIL COMPANY ATTN: DAVID M. RISSER CIO YVONNE KUNETKA, ESQ. 5555 SAN FELIPE STREET, RM. 2535 HOUSTON, TX 77056

HOUSTON, TX 77099

FIRST CLASS MAL

)

AFCO CREDIT CORPORATION 4501 COLLEGE BLVD. STE 320 LEAWOOD, KS 66211

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

NMHG FINANCIAL SERVICES ATTN: BECKY JANITO 1010 THOMAS EDISON BLVD SW CEDAR RAIDS, IA 52404

JIN K. RHEE 2233 BIRCHDALE DRIVE THOUSANDS OAKS, CA 91362-1532

FIRST CLASS MAIL

FIRST CLASS MAIL

)

DCFS TRUST SUBSERVICER FOR DCFS TRUST CIO DEILY, MOONEY & GLASTETTER, LLP ATTN: MARTIN A. MOONEY, ESQ. 8 THURLOW TERRCE ALBANY, NY 12203

CHERI CA THLENE LAUDER 38050 HIGHWAY 228 BROWNSVILLE, OR 97327

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

LAB PROPERTIES, INC. A TTN: JOHN C SIEMERSI WANDA M. BURGESS 5919 77TH AVENUE SOUTHEAST MERCER ISLAND, W A 98040

JAMES RUSSELL FREEMAN 17411 - 76TH AVENUE WEST EDMONDS, W A 98026

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ

FIRST CLASS MAIL

)

RE: COIL, INC.

CHISTINA BORDEN 3466 BUTLER RD REISTERSTOWN, MD 21136

810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

TATE, GOWAN & WILSON, PLLC RE: KATHLEEN BROWN 900 EIGHT STREET, SUITE 1020 WICHITA FALLS, TX 76301-6886

JASON AND JANET BURGESS ATTN: JOHN C. SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 85044

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

USHA KIRAN VARMA &

JAGDISH VARM JT TEN 2068 GLENVIEW TERRCE

ALTADENA, CA 91001

MEDEMA FAMILY TRUST ATTN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: MEDEMA PROPERTIES, LLC 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

MEDEMA PROPERTIES, LLC ATTN:JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: DEBRA ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: DEBRA ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: JEFFEREY L. BURGESS 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ, INC. ATTN: JOHN C. SIEMERS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ

RE: COIL, INC.

810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: COIL, INC. 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

LAB PROPERTIES, INC. A TTN: JOHN C. SIEMERS - WANDA M. BURGESS AVENUE SOUTHEAST 5919 77TH MERCER ISLAND, W A 98040

BURR, PEASE & KURTZ RE: JEFFEREY L. BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: JASON AND JANET BURGESS 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: JASON AND JANET BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

GREGORY S. BURGESS ATTN: JOHN C SIEMERS 963 BANMOOR DRIVE TROY, MI 48084

ROD SCRIBNER PO BOX 1059 CHARESTOWN, RI 02813

FIRST CLASS MAIL

FIRST CLASS MAIL

)

MEDEMA PROPERTIES, LLC ATTN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516

AERA ENERGY LLC ATTN: J.C. BOYD CIO MA YER BROWN LLP STEVEN E. RICH, ESQ. 350 SOUTH GRAND AVENUE 25TH FLOOR LOS ANGELES, CA 90071-1503

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: DEBRA ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

JOSEPH A RODIN SIMPLE IRA TD AMERITRADE INC CUSTODIAN 3705 SOUTH PACIFIC AVENUE SAN PEDRO, CA 90731-6938

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: JOHN M. ROBINSON 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

RICHARD E. WAGNER P.O. BOX 60868 FAIRBANKS, AK 99706

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

CHARLES E. COLE 406 CUSHMAN STREET FAIRBANKS, AK 99701

FIRST CLASS MAIL

)

STOEL RIVES LLP CIO BRANDY A. SARGENT 900 SW FIFTH AVENUE SUITE 2600 PORTLAND, OR 97204-1268

SPC LLC CIO ERIK LEROY ATTN: K BATTLEY, MANAGING AGENT 500 L STREET, SUITE 302 ANCHORAGE, AK 99501-5910

FIRST CLASS MAIL

)

JAMES L. THURMAN & LET A

THURMN
925 AURORA DRIVE FAIRBANKS, AK 99709-5506

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

MRS. MARILYN WORRLL

77 SARGENT RD

GEORGETOWN ON, L 7G lK8 CANADA

RIM ALASKA ARCHIVES ATTN: JONATHAN C KAPLAN 1300 WEST 56TH AVENUE # 14 ANCHORAGE, AK 99518

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

DCFS TRUST TRUSTEE PAYMENT DEPT. P.O. BOX 9001897 LOUISVILLE, KY 40290-1897

ELIZABETH LYN FREEMAN MASSEY

1135 QUEETS DRIVE FOX ISLAND, W A 98333

FIRST CLASS MAIL

FIRST CLASS MAIL

)

GARY M GREEN PO BOX 492478 REDDING, CA 96049-2478

BURR, PEASE & KURTZ RE: JASON AND JANET BURGESS 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BALLARD SPAHR ANDREWS & INGERSOLL, LLP FLOOR 1735 MARKT STREET, 51ST PHILADELPHIA, PA 19103-7599

GREGORY S. BURGESS ATTN: JOHN C SIEMERS 963 BANMOOR DRIVE TROY, MI 48084

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

E. GAY KNUTESON 535 CHARLES STREET MESQUITE, NY 89027

BURR, PEASE & KURTZ RE: JOHN M. ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

M ROSKELLEY & C ROSKELLEY TTEE ATTN: MILTON ROSKELLEY THE ROSKELLEY REVOCABLE TRUST
UI A DTD 05/03/2002

3295 W FIREF ALL PL TUCSON, AZ 85741

JEFFEREY L. BURGESS ATTN: JOHN C. SIEMERS 4891 N. LALOMITA TUCSON, AZ 85718

FIRST CLASS MAIL

)
COIL, INC.

FIRST CLASS MAIL

)

ATTN: JOHN C SIEMERS

5914 124TH CT. N.E.

KIRKLAND, W A 98033

BURR, PEASE & KURTZ RE: JEFFEREY L. BURGESS 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: GREGORY S. BURGESS 810 N STREET. SUITE 300 ANCHORAGE, AK 99501-3293

JEFFEREY L. BURGESS ATTN: JOHN C SIEMERS 4891 N. LALOMITA TUCSON, AZ 85718

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

JASON AND JANET BURGESS ATTN: JOHN C. SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 85044

LAB PROPERTIES, INC. ATTN: JOHN C SIEMERS - WANDA M. BURGESS

5919 77TH

AVENUE SOUTHEAST

MERCER ISLAND, W A 98040

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: MEDEMA F AMIL Y TRUST 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: GREGORY S. BURGESS 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

DEBRA ROBINSON ATTN: JOHN C. SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

FIRST CLASS MAIL

)

MEDEMA F AMIL Y TRUST ATTN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516

JOHN M. ROBINSON ATTN: JOHN C SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

FIRST CLASS MAIL

)

DEBRA ROBINSON ATTN: JOHN C SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)
COIL, INC.

JOHN M. ROBINSON ATTN: JOHN C SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

ATTN: JOHN C SIEMERS 5914 124TH CT. N.E. KIRKLAND, W A 98033

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

VICTOR WYNDEN LTD. PARTNERSHIP CIO MR. VIC ROGERS PO BOX 26158 AUSTIN, TX 78755-0158

BURR, PEASE & KURTZ RE: GREGORY S. BURGESS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

AFCO CREDIT CORPORATION RYAN ATTN: ERICA P.O. BOX 8440 KANSAS CITY, MO 64114-0440

BURR, PEASE & KURTZ RE: MEDEMA FAMILY TRUST 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

NMHG FINANCIAL SERVICES 44 OLD RIDGEBURY ROAD DANBURY, CT 06810

FIRST CLASS MAIL

)

JOHN M. ROBINSON ATTN: JOHN C. SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

KERN COUNTY TREASURER - TAX COLLECTOR ATTN: LINDA DELGADO P.O. BOX 579 BAKERSFIELD, CA 93302-0579

FIRST CLASS MAIL

)

DEBRA ROBINSON ATTN: JOHN C. SIEMERS 9333 MEMORIAL DRIVE #201 HOUSTON, TX 77024

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

KATHLEEN BROWN 2410 MARIKA CIRCLE WICHITA FALLS, TX 76308

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ, INC. CIO JOHN C. SIEMERS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501

WILLIAM D. RENFRO ESTATE 3940 ARCTIC BLVD, STE 103 ANCHORAGE, AK 99503

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)
COIL, INC.

GREGORY S. BURGESS ATTN: JOHN C SIEMERS 963 BANMOOR DRIVE TROY, MI 48084

ATTN: JOHN C SIEMERS

5914 124TH CT. N.E. KIRKLAND, W A 98033

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: LAB PROPERTIES, INC. 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: LAB PROPERTIES, INe. 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

)

FIRST CLASS MAIL

)

MEDEMA F AMIL Y TRUST ATTN: JOHN C. SIEMERS - MAX MEDEMA 2800 KEMPTON HILLS DRIVE ANCHORAGE, AK 99516

JASON AND JANET BURGESS ATTN: JOHN C SIEMERS 3346 E. TONTO DRIVE PHOENIX, AZ 85044

FIRST CLASS MAIL

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: MEDIMA PROPERTIES, LLC 810 N. STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: MEDEMA FAMILY TRUST 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL

FIRST CLASS MAIL

)

BURR, PEASE & KURTZ RE: JOHN M. ROBINSON 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

BURR, PEASE & KURTZ RE: MEDEMA PROPERTIES, LLC 810 N STREET, SUITE 300 ANCHORAGE, AK 99501-3293

FIRST CLASS MAIL FIRST CLASS MAIL

) )

JEFFEREY L. BURGESS ATTN: JOHN C. SIEMERS 4891 N. LALOMIT A TUCSON, AZ 85718

BURR, PEASE & KURTZ, INC. ATTN: JOHN C. SIEMERS 810 N STREET, SUITE 300 ANCHORAGE, AK 99501

FIRST CLASS MAIL

)

FOREIGN FIRST CLASS MAIL

)

ENEA TEKNA INVESTMENTS T GAVORA ATTN: MATTHEW PO BOX 70021 FAIRBANKS, AK 99707

M JACQUES COTE 1402-350 CHEMIN STE FOY QUEBEC QC GIS 2J4 CANADA

FIRST CLASS MAIL

)

FOREIGN FIRST CLASS MAIL

)

ESTATE OF MARY H. HALE JAMES M. HALE, PERSONAL REPRESENTATIVE 3596 G 7/10 ROAD PALISADE, CO 81526

MRS BETH E HARVEY 1456 FULTON AVE WESTVANCOUVERBC, V7T IPI CANADA

FIRST CLASS MAIL

)

FOREIGN FIRST CLASS MAIL

)

M JENKINS CROMWELL CIO MARYLAND CAPITAL MGMT INC 800 NORTH CHARES STREET, SUITE 300 BALTIMORE, MD 21201

DR. BENJAMIN FISHER 58 KEDOSHA Y HASHOAH ST HERTZLIY A-PITUACH UNIT 105 46854 ISRAEL

FIRST CLASS MAIL

)

JOSEPH RODIN
721 W. 31ST #1

SAN PEDRO, CA 90731

FIRST CLASS MAIL

)

WILLIAM G. STROECKER PO BOX 71230 FAIRBANKS, AK 99707

FOREIGN FIRST CLASS MAIL

)

ARE H TILK AND 5E9 LUNDA B TILK 50 MCGAHEY ST

TOTTENHAM ON, LOG 1 WO CANADA

Pacific Energy Resources Ltd. - Lender Payment Motion Service List

Case No. 09-10785
Document No. 159507

First Class Mail

Attention: Director Crude Oil Supply and Trading Tesoro Refining & Marketing 300 Concord Plaza Drive San Antonio TX 78216

02 - Hand Delivery

16 - First Class Mail

First Class Mail

(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 Cook Inlet Energy, LLC)
First National Ban Alaska 101 W. 36th Ave. Anchorage, AK 99503

First Class Mail

J.H. Blades & Co., Inc.

Attn: Certificate No. JHB2M080083

P.O.Box 22003

Houston, TX 77227-2003

First Class Mail

Attn: Certificate No. JHB2M080083 Beecher & Carlson Insurance Brokers, Inc. 15 Broad St., 8th Floor Boston, MA 02109

Wiliam D. Sullvan, Esquire Sullvan, Hazeltine & Allson, LLC 4 East 8th Street, Ste 400 Wilmington, DE 19801
Hand Delivery (Counsel toCook Inlet Pipe Line Company)
Stephen M. Miler, Esquire

First Class Mail

Lloyd's

Attn: Certificate No. JHB2M080083

clo J.B. Blades & Co., Inc.
P.O.Box 22003

Brett D. Fallon, Esquire Douglas N. Candeub, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19899

Houston, TX 77227-2003

First Class Mail

Aspen Insurance UK Limited Attn: Certificate No. JHB2M080083 clo RK Harison Insurance Brokers Limited 52 Leadenhall Street London EC3A 2BJ England

First Class Mail

Alaska Department of Revenue Tax Division 550 W. 7th Ave, Suite 500 Anchorage AK 99501

First Class Mail

First Class Mail

Attn: Cyrus D. Marer Attn: Victor A. Wind Forest Alaska Operating LLC 707 Seventeenth Street, Suite 3600

Houston Casualty Company

Attn: Certificate No. JHB2M080083 clo RK Harison Insurance Brokers Limited 52 Leadenhall Street London EC3A 2BJ England

Denver, CO 80202

First Class Mail

Attn: Certificate No. JHB2M080083 Zurich American Insurance Company clo RK Harison Insurance Brokers Limited 52 Leadenhall Street London EC3A 2BJ England

First Class Mail

Erin L. Eliasen, Esquire STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109

First Class Mail

Brandy A. Sargent, Esquire Stoel Rives LLP 900 SW Fifth Avenue, Ste 2600 Portland, OR 97204

First Class Mail

Mr. James L. Ramsey Commercial Manager Chevom Pipe Line Company 4800 Fournace Place Bellaire, TX 77401

First Class Mail

Zurich North America

2000 W. Sam Houston Pkwy S., Ste 1300 Houston, TX 77042

First Class Mail

David Hall, Esquire Cook Inlet Energy, LLC P.O. Box 90834 Anchorage, AL 99509

First Class Mail

Thomas Rice, Esquire Cox Smith 112 East Pecan Street, Suite 1800

San Antonio, TX 78205

Pacific Energy Resources Ltd. West Foreland Service List Case No. 09-10785
Document No. 159541

First Class Mail

Erin L. Eliasen
Stoel Rives LLP

07 - First Class Mail

600 University Street, Suite 3600 Seattle, WA 98101-41409

First Class Mail

Oil Investment Trust
clo Royalty Distributors, Inc. (As Agent)
PO Box 24116

Tempe, AZ 85285

First Class Mail

Mary H. Hale (deceased)
clo Royalty Distributors, Inc. (As Agent)
PO Box 24116

Tempe, AZ 85285

First Class Mail

Harold Kravik clo Royalty Distributors, Inc. (As Agent) PO Box 24116 Tempe, AZ 85285

First Class Mail Harry J. Hil (deceased)

G.C. Taylor, Esquire Jermain, Dunnigan & Owens
clo Royalty Distributors, Inc. (As Agent)

PO Box 24116 Tempe, AZ 85285

First Class Mail

C.P. Coughlan (deceased)
clo Royalty Distributors, Inc. (As Agent)

PO Box 24116 Tempe, AZ 85285

First Class Mail

Leo Kreielsheimer (deceased)
clo Royalty Distributors, Inc. (As Agent)
PO Box 24116

Tempe, AZ 85285

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