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)

) )

Objection Deadline: August 18, 2010 at 4:00 p.m. E.T. Hearing Date: August 24, 2010 at 1:00 p.m. E.T.

DEBTORS MOTION FOR AN ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF The above-captioned debtors and debtors in possession (collectively, the "Debtors"), by and through their undersigned counsel, pursuant to sections 1125 and 1126 of title 11 of the United States Code, 11 U.S.C. 101 etseq. (the "Bankruptcy Code"), Rules 2002, 3016, 3017, 3020 and 9006 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Del. Bankr. L.R. 3017-1(a) and 3017-1(b) for the entry of an order: (i) approving the Disclosure Statement (as defined below); (ii) scheduling the Confirmation Hearing (as defined below); (iii) approving the form and manner of notice of the Confirmation Hearing; (iv) establishing

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

68773-002\DOCS5F:73 154.1

procedures for solicitation and tabulation of votes to accept or reject the Chapter]] Plan of Liquidation for Pacific Energy Resources Ltd., et al. dated July 21, 2010 (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"), 2 including (A) establishing a Record Date and approving procedures for distributing solicitation packages; (B) approving the forms of ballots; (C) establishing a voting deadline for receipt of ballots and (D) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief. In support of this Motion, the Debtors respectfully state as follows:
Jurisdiction

This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for the relief requested herein are sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3020 and 9006 and Del. Bankr. L.R. 3017-1(a) and 3017-1(b).
The Debtors Chapter 11 Cases

2.

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

petition for relief under chapter 11 of the Bankruptcy Code. On March 10, 2009, the Court entered an order granting joint administration of these chapter 11 cases. 3. 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 these cases.

Unless otherwise defined in this Motion, all capitalized terms used herein shall have the respective meanings ascribed to them in the Plan.

68773-002\D005SF:731 54.1

4.

On March 19, 2009, the United States Trustee appointed the Official Committee

of Unsecured Creditors (the "Committee") and the meeting of creditors pursuant to section 341 of the Bankruptcy Code was held on April 7, 2009. The Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs (collectively, the "Schedules") on April 28 and April 29, 2009, and filed amendments to certain of the Schedules on June 3 and June 5, 2009. 5. On April 15, 2009, the Debtors filed their Motion of Debtors for an Order (a)

Fixing the Procedures and Deadlines to File Proofs of Claim, (b) Approving the Form and Manner of Notice of Bar Dates, and (c) Granting Related Relief (the "Bar Date Motion") [Docket No. 201] seeking to establish a claims bar date for all prepetition claims. The Bankruptcy Court, on May 5, 2009, entered its order [Docket No. 277] establishing June 23, 2009, as the deadline for filing against the Debtors Claims that arose prior to the Petition Date (the "General Bar Date") and September 8, 2009, as the Governmental Units Bar Date. 6. 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. The Debtors oil and gas assets were located offshore near California and principally offshore in Alaska. The Debtors acquired their current oil and gas assets in transactions occurring in the fourth quarter of 2006 and during 2007. Their revenue for 2008 was approximately $226.2 million. During the pendency of these chapter 11 cases, the Debtors have either sold or abandoned all of their oil and gas assets. 7. On July 21, 2010, the Debtors filed the Plan and the Disclosure Statement in

Respect of Chapter 11 Plan ofLiquidation for Pacific Energy Resources Ltd., et al. (the "Disclosure Statement"). Under the Plan, there are nine classes of claims and one class of equity

68773-002\DOCSSF:73 154.1

security holders, eight of which are impaired: creditor Classes 3 through 9 and equity security holder Class 10. On July 21, 2010, the Debtors claims and notice agent, Omni Management Group, LLC ("Omni") served notice of the hearing to approve the Disclosure Statement on all creditors of and holders of equity interests in the Debtors.
Relief Requested

9.

By this Motion, the Debtors request entry of an order: (i) approving the

Disclosure Statement; (ii) scheduling the Confirmation Hearing; (iii) approving the form and manner of notice of the Confirmation Hearing; (iv) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan, including (A) approving the form and contents of the Debtors proposed solicitation package relating to the Plan and the accompanying Disclosure Statement; (B) establishing a Record Date and approving procedures for distributing solicitation packages; (C) approving the form of ballots; (D) establishing a voting deadline for the receipt of ballots and (E) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief.
Basis For Relief Requested

A.

Approval of the Disclosure Statement

10.

Section 1125 of the Bankruptcy Code requires a bankruptcy court to approve a

written disclosure statement prior to allowing a party to solicit acceptances for a chapter 11 plan.
See 11 U.S.C. 1125(b). To approve a disclosure statement, a court must find that the disclosure

statement contains "adequate information," which is defined as "information of a kind, and in

68773 -002\DOCS SF:73 154.1

sufficient detail. . . that would enable a hypothetical reasonable investor typical of holders of claims or interests. . . to make an informed judgment about the plan." 11 U.S.C. 1125(a)(1). 11. The primary purpose of a disclosure statement is to provide creditors and interest

holders affected by a proposed plan with all material information needed to make an informed decision whether to vote for the plan. See, e.g., Century Glove, Inc. v. First Amer. Bank of New
York, 860 F. 2d 94, 100 (3fl Cir. 1988) (stating that section 1125 "seeks to guarantee a minimum

amount of information to the creditor asked for its vote"); Prudential Ins. Co. ofAmer. v.
Monnier (In re Monnier Bros), 755 F. 2d 1336, 1342 (8th Cir. 1985); In re Phoenix Petroleum, Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. 2001). Congress intended that such informed

judgments would be needed to both negotiate the terms of, and vote on, a plan of reorganization.
Century Glove, 860 F. 2d 100.

12.

In evaluating whether a disclosure statement provides "adequate information," the

Bankruptcy Court is given wide discretion to make a determination based upon the facts of the particular case. See Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F. 2d 414, 417 (3rd Cir. 1988) ("From the legislative history of 1125 we discern that adequate information will be determined by the facts and circumstances of each case."). 13. Courts within the Third Circuit and elsewhere acknowledge that determining what

constitutes "adequate information" for the purpose of satisfying section 1125 resides within the sound discretion of the court. See, e.g., Texas Extrusion Corp. v. Lockheed Corp. (In re Texas
Extrusion Corp), 844 F. 2d 1142, 1157 (5th Cir. 1988) ("The determination of what is adequate

information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court."); Cadle Co. II, Inc. v. PC Liquidation Corp. (In re PC
Liquidation Corp), 383 B. R. 856, 865 (E.D.N.Y. 2008) ("The standard for disclosure is, thus,

68773-002\DOCSSF:73 154.1

flexible and what constitutes adequate information in any particular situation is determined on a case-by-case basis, within the determination being largely in the discretion of the bankruptcy court." (citation omitted)); In re River Village Assocs., 181 B.R. 795, 804 (E.D. Pa. 1995) (same); Phoenix Petroleum, 278 B.R. at 393 (same). 14. In the instant case, the Disclosure Statement contains, among other information,

information concerning (i) the business of the Debtors; (ii) significant events that have occurred in the chapter 11 cases; (iii) treatment of creditors under the Plan; (iv) which parties in interest are entitled to vote; (v) selected historical information; (vi) means for implementation of the Plan; (vii) how distributions under the Plan will be made; (viii) certain factors creditors should consider before voting; (ix) procedures for confirming the Plan; (x) a liquidation analysis; and (xi) certain tax consequences. The Debtors will continue to review the Disclosure Statement filed, and, based upon their ongoing review and further material developments in the cases, may make additional changes and disclosures prior to the Disclosure Statement Hearing. Any such additional disclosures would only increase the amount of information being provided to parties in interest, and consequently, will only further substantiate why the Disclosure Statement contains adequate information. 15. Accordingly, the Debtors submit that the Disclosure Statement contains "adequate

information" as that phrase is defined in Bankruptcy Code section 1 125(a)(1). The Debtors believe that the Disclosure Statement should be approved.
B. Scheduling a Confirmation Hearing

16.

Section 1128(a) of the Bankruptcy Code provides that "[a]fter notice, the court

shall hold a hearing on confirmation of a plan." 11 U.S.C. 1128(a). Bankruptcy Rule 3017(c) provides that "[o]n or before approval of the disclosure statement, the court. . . may fix a date

68773-002\DOCSSF:73 154.1

for the hearing on confirmation." Fed R. Bankr. P. 3017(c). Additionally, Bankruptcy Rule 2002(b) requires 28 days notice of any hearing to consider approval of a disclosure statement or confirmation of a plan. In accordance with the provisions of section 1128(a) of the Bankruptcy Code and Bankruptcy Rules 2002 and 3017, the Debtors hereby request entry of an order setting a date for the confirmation hearing (the "Confirmation Hearing") 17. The Debtors request that the Confirmation Hearing be held on or about October

6, 2010. The Debtors also request that the Confirmation Hearing may be adjourned from time to

time by announcing such continuance in open court or otherwise, without further notice to parties in interest.
C. Approval of Form and Manner of Solicitation Packages

18.

The Bankruptcy Rules provide that copies of a plan (or court-approved summary

of plan), court-approved disclosure statement and notice of voting deadline be provided to all creditors, equity security holders and the United States trustee, unless the court orders otherwise. Fed. R. Bankr. P. 3017(d). 19. The Debtors propose to transmit or cause to be transmitted by mail to (a) holders

of Class 3 through 6 claims, the only classes entitled to vote on the Plan (collectively, the "Voting Classes"), (b) the Securities & Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; and (d) those parties that have requested service under Fed. R. Bankr. P. 2002, a solicitation package containing the following: (a) a written notice in substantially the form attached hereto as Exhibit A (the "Confirmation Hearing Notice") of: (i) the order approving the Disclosure Statement, (ii) the commencement date of the Confirmation Hearing; (iii) the deadline and procedures for filing objections to confirmation of the Plan, (iv) the deadline for receipt of ballots to accept or reject the Plan, and (v) voting procedures; (b) the Disclosure Statement (together with the exhibits thereto, including the Plan, that have been filed with the Court before the date of the mailing); 7

68773-002\DOCSSF:73 154.1

(c) an appropriate ballot (the "Ballot"), proposed forms of which are annexed hereto as Exhibits B-i and B-2, and a Ballot return envelope; and (d) such other materials as the Court may direct, possibly including a letter from the Committee in support of the Plan (collectively, the "Solicitation Package"). To avoid duplication and reduce expenses, the Debtors propose that creditors who have more than one claim shall receive only one Solicitation Package and one Ballot for each class of claim. The Debtors submit that such materials and manner of service satisfy the requirements of Bankruptcy Rule 3017(d). 20. The Debtors further propose to provide the Confirmation Hearing Notice to those

parties who have requested notice in these cases. 21. Pursuant to section 1126 (f) of the Bankruptcy Code, the creditors holding claims

in Classes 1 and 2 of the Plan, which are unimpaired, are deemed to have accepted the Plan and are not entitled to vote. Pursuant to section 1126(g) of the Bankruptcy Code, creditors and holders of equity interests that are not receiving or retaining any property under a plan (Classes 7 through 10 of the Plan) are deemed to have rejected the Plan and are not entitled to vote. Accordingly, the Debtors propose that they should not be required to transmit a Solicitation Package to holders of claims or interests in Classes 1, 2, 7 through 10 of the Plan (the "NonVoting Classes"). Therefore, the Debtors propose to mail or cause to be mailed to each such holder of claims and/or interests in the Non-Voting Classes, a notice substantially in the form attached hereto as Exhibit C (the "Non-Voting Class Notice"), which sets forth: (i) the NonVoting Classes; (ii) a summary of the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the deadline and procedures for filing objections to the Plan. The Non-Voting Class Notice will indicate that Non-Voting Classes are entitled to receive a copy of the Plan and Disclosure Statement, in electronic format unless specifically requested otherwise, at the expense of the Debtors, upon making a written request to counsel for the Debtors. 8

68773-002\DOCSSF:731 54.1

D.

Approval of Form and Manner of Notice of the Confirmation Hearin! Notice

22.

Bankruptcy Rule 2002(b) requires at least 28 days notice by mail to all creditors

and indenture trustees of the time set for filing objections to confirmation of a chapter 11 plan and the hearing to consider confirmation of a chapter 11 plan. Bankruptcy Rule 2002(d) requires that equity security holders be given notice of the foregoing in the manner and the form directed by the Court. 23. The Debtors propose that if the Court approves the Disclosure Statement and

grants the relief requested by this Motion, the Confirmation Notice in substantially the form attached hereto as Exhibit A, be served as part of the Solicitation Package via first-class mail to holders of Claims and Interests in the Voting Classes. The Debtors further propose that, with respect to the Non-Voting Classes, service by first-class mail of the Non-Voting Class Notice be deemed adequate and sufficient notice of the Confirmation Hearing and deadline to object to confirmation of the Plan.
E. Establishment of Record Date and Approval of Procedures for Distribution of Solicitation Packages

24.

The Debtors propose that the Court establish August 10, 2010, which is fourteen

(14) days prior to the hearing on the Motion, as the record date (the "Record Date") for purposes of determining the creditors and equity interest holders who are entitled to receive a Solicitation Package or a Non-Voting Class Notice. 25. The Debtors further request, consistent with the Debtors retention of Omni, that

Omni be permitted to serve the Solicitation Package, inspect, monitor and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting (in such capacity, Omni shall be referred to as the "Solicitation Agent").

68773-002\DOCSSF:73 154.1

26.

The Solicitation Agent will transmit, via first-class mail, the Solicitation Package

containing, among other items mandated by the Court, a return envelope addressed to the Solicitation Agent, to the known holders of Claims in the Voting Classes based upon names and addresses in the proofs of claim filed by the claimants, or the Debtors schedules if no proof of claim was filed. Each holder of an Allowed Claim in the Voting Classes will be required to return a properly executed ballot so that it is received by the Solicitation Agent prior to the Voting Deadline in order for that holders ballot to be counted. 27. The Solicitation Agent mailed notice of the Disclosure Statement Hearing to all

known creditors and holders of equity interests on July 21, 2010. The Debtors expect that certain of such notices will be returned by the United States Postal Service as undeliverable. 3 The Debtors believe that it would be costly and wasteful to mail Solicitation Packages or Non-Voting Class Notices to the same addresses from which notices of the Disclosure Statement Hearing are returned as undeliverable. Therefore, the Debtors seek the Courts approval to dispense with such addresses unless the Debtors are provided with an accurate address prior to the Disclosure Statement Hearing. The Debtors further propose that they may, but shall not be required to, attempt to locate the correct address and resend prior to the Voting Deadline the Solicitation Packages that are returned as undeliverable. The Debtors further propose that to the extent any Solicitation Packages are returned as undeliverable and are re-sent, the initial mailing date shall be the date of service for the purpose of calculating notice.

Upon the return of an undeliverable notice, the Debtors, through Omni, will perform a review of the notice address with the address set forth on the proofs of claim filed with the Court to confirm that the Debtors notice address conforms to the creditors address set forth in the proofs of claim. To the extent any errors occur, such creditor will be mailed the Solicitation Package or Non-Voting Class Notice, as applicable. Further, the Debtors, through Omni, will incorporate into the creditor address database all change of address notices received from creditors.

68773-002\DOCSSF:73 154.1

10

F.

Approval of Forms of Ballots

28.

Bankruptcy Rule 3017(d) requires that ballots for accepting or rejecting the Plan

should substantially conform to Official Form No. 14. The Debtors propose to use the ballots (the "Ballots") substantially in the form of annexed hereto as Exhibits B-i and B-2. The Ballots are based on Official Form No. 14, but have been modified to address the particular requirements of the Debtors chapter 11 cases and the Plan. The Debtors propose that the Ballots be distributed only to holders of Claims in the Voting Classes, as these are the only Classes entitled to vote to accept or reject the Plan.
G. Voting Deadline for Receipt of Ballots

29.

Pursuant to Bankruptcy Rule 3017(c), at the time of or before approval of the

Disclosure Statement, "the court shall fix a time within which the holders of claims and interests may accept or reject a plan." Fed. R. Bankr. P. 3017(c). The Debtors respectfully request that the Court establish a date seven (7) days prior to the Confirmation Hearing as the voting deadline (the "Voting Deadline"), which shall serve as the deadline by which all Ballots accepting or rejecting the Plan must be received by the Solicitation Agent, unless extended by the Debtors in writing. The Debtors request that to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered to the Solicitation Agent by: (a) first class mail, (b) overnight courier or (c) personal delivery by no later than the Voting Deadline. 30. The Solicitation Agent shall file with the Bankruptcy Court, no later than two (2)

days prior to the Confirmation Hearing, an affidavit regarding the results of the tabulation of the

Ballots received on the Plan.

68773-002\DOCSSF:73 154.1

11

H.

Procedures for Vote Tabulation

31.

The Bankruptcy Code provides: A class of claims has accepted a plan if such plan has been accepted by creditors ... that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors ... that have accepted or rejected such plan.

11 U.S.C. 1126(c). Further, the Bankruptcy Rules provide that "the court after notice and hearing may temporarily allow a claim in an amount which the court deems proper for the purpose of accepting or rejecting a plan." Fed. R. Bankr. P. 3018(a). 32. Solely for purposes of voting on the Plan, the Debtors propose that the amount of

"allowed claims" used to tabulate acceptance or rejection of the Plan should include the Ballots cast by holders of Claims in the Voting Classes. However, if a holder of a Claim in a Voting Class casts a Ballot with respect to a claim that is the subject of an objection filed no later than
twenty-one (21) days prior to the Confirmation Hearing, the Debtors request, in accordance with

Bankruptcy Rule 3018, that the partys Ballot not be counted, unless the Court temporarily allows such claim for purposes of voting to accept or reject the Plan, and that such creditor be required to file a motion for such relief (the "Rule 3018 Motion") no later than a date that is
fourteen (14) days before the Confirmation Hearing, and that the Court schedule a hearing on

such motion for a date on or prior to the Confirmation Hearing. 4 Notwithstanding the foregoing, if the Debtors file an objection to a claim and request that such claim be allowed in a specific amount, such creditors ballot shall be counted in such specified amount. 33. Additionally, the Debtors propose that the following voting procedures and

standard assumptions be used in tabulating the Ballots:

" This proposed procedure is consistent with section 1126 of the Bankruptcy Code, which provides that a plan may be accepted or rejected by the holder of a claim allowed under section 502 of the Bankruptcy Code. In turn, section 502(a) of the Bankruptcy Code provides that a filed proof of claim is deemed allowed "unless a party in interest... objects." 11 U.S.C. 502(a).

68773-002\DOCSSF:73 154.1

12

a. b.

Ballots that partially reject and partially accept the Plan will not be counted. Ballots that fail to indicate an acceptance or rejection of the Plan, or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted. Only Ballots that are timely received with original signatures will be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. Unsigned Ballots, or Ballots that are illegible will not be counted. Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Facsimile Ballots, or Ballots submitted via email or other electronic transmission, will not be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, email or other electronic transmission. Whenever a creditor casts more than one Ballot voting the same claim(s) prior to the Voting Deadline, the last Ballot received prior to the Voting Deadline shall be deemed to reflect the voters intent and supersede any prior Ballots. If a creditor simultaneously casts inconsistent Ballots, such Ballots shall not be counted. Each holder of a Claim in a Voting Class having submitted a properly executed and timely Ballot, shall be deemed to have voted the full amount of its claim(s). Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Solicitation Agent and the Debtors, which determination shall be final and binding. A Ballot does not constitute, and shall not be deemed to be, a proof of claim or an assertion or admission of a claim.

C.

d.

e.

f. g.

h.
I.

Establishment of Deadline and Procedures for Filing any Objections to Confirmation of the Plan and the Confirmation Brief

34.

Bankruptcy Rule 3020(b) provides that objections to the confirmation of a

proposed chapter 11 plan must be filed with the bankruptcy court and served on the debtor, the trustee, any committee appointed under the Bankruptcy Code and on any other entity designated by the bankruptcy court, within a time specified by the bankruptcy court. Bankruptcy Rules

68773-002\D005SF:73154.1

13

2002(b) and 2002(d) require 28 days notice of the Confirmation Hearing and the deadline to object to confirmation of the Plan. 35. To comply with the 28-day notice requirement of Bankruptcy Rule 2002(b) and

2002(d) and the solicitation schedule described above, and to permit the Debtors adequate time to respond to any objections prior to the Confirmation Hearing, the Debtors respectfully request that the Court establish a date that is seven (7) days before the Confirmation Hearing as the date (the "Confirmation Objection Deadline") by which any objection, comment or response to confirmation of the Plan (including any supporting memoranda) must be filed with the Court and served on the parties identified below, together with proof of service. 36. The Debtors further propose that objections, if any, to the confirmation of the

Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the claim or interest of such party, including the amount of the claim or number of shares of stock held; and (c) state with particularity the basis and nature of any objection to the confirmation of the Plan. Any such objection must be filed with the Court and served so that it is received by the following parties on or before the Confirmation Objection Deadline: (a) counsel to the Debtors (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17 1h Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 1 1th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, email: ikharasch@pszjlaw.com; (b) counsel to the Debtors lenders: J. Aron & Company (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:

68773-002\DOCSSF:73 I 54.1

14

amy.kyle@bingham.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; (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; and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan@pepperlaw.com. 37. The Debtors request that the Court establish a date that is two (2) days before the

Confirmation Hearing as the date by which the Debtors must file with the Court a brief supporting confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, the counsel for the Committee and all parties who have requested notice in these cases pursuant to Bankruptcy Rule 2002. 38. The Debtors submit that the foregoing procedures for providing notice of the

Confirmation Hearing, the Confirmation Objection Deadline and related matters fully comply with Bankruptcy Rules 2002 and 3017. Accordingly, the Debtors request that the Court approve the proposed procedures as appropriate and in compliance with the requirements of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.

68773-002\D005SF:73 154.1

15

Notice

39.

Notice of this Motion has been provided to the U.S. Trustee, counsel to the

Committee, and those parties who have requested notice in these cases. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. WHEREFORE, the Debtors respectfully request that the Court enter an order, in substantially the form attached hereto: (i) approving the Disclosure Statement; (ii) scheduling the Confirmation Hearing; (iii) approving the form and manner of notice of the Confirmation Hearing; (iv) establishing procedures for solicitation and tabulation of votes to accept or reject the Plan, including (A) establishing a Record Date and approving procedures for distributing solicitation packages; (B) approving the forms of ballots; (C) establishing a voting deadline for the receipt of ballots; and (D) approving procedures for tabulating acceptances and rejections of the Plan; (v) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (vi) granting related relief.

Dated: July 21, 2010

PACHULSKI STANG ZIEHL & JONES LLP

IrDJKharasch (CA Bar No. 109084) Ja4 E. ONeill (DE Bar No. 4042) Mim B. Litvak (CA Bar No. 215852) Scotta E. McFarland (DE Bar No. 4184) 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ikharasch@pszjlaw.com joneill@pszjlaw.com mlitvak@pszjlaw.com smcfarland@pszjlaw.com Counsel for the Debtors and Debtors in Possession

68773-002\DOCSSF:73 154.1

16

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)

)
) )

)
)

Hearing Date: August 24, 2010 at 1:00 p.m. E.T. Objection Deadline: August 18, 2010 at 4:00 p.m. E.T.

NOTICE OF DEBTORS MOTION FOR AN ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF On July 21, 2010, the above-captioned debtors and debtors in possession (the "Debtors") filed the Debtors Motion for an Order (I) Approving The Disclosure Statement; (II) Scheduling Confirmation Hearing, (III) Approving Form And Manner of Notice of Confirmation Hearing, (IV) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject The Joint Plan, Including (A) Approving Form and Contents of Solicitation

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.

Package; (B) Establishing Record Date and Approving Procedures for Distribution of Solicitation Packages, (C) Approving Forms of Ballots, (D) Establishing Voting Deadline for Receipt of Ballots and (E) Approving Procedures for Vote Tabulations, (V) Establishing Deadline and Procedures for Filing Objections to Confirmation of The Plan, and (VI) Granting Related Relief (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801. A copy of the Motion is attached hereto. Any response or objection to the Motion must be filed with the Bankruptcy Court on or before August 18, 2010 at 4:00 p.m. prevailing Eastern time. In addition, any such objections or other responses must also be served so that they are received not later than August 18, 2010 at 4:00 p.m. prevailing Eastern time by: (a) counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: jonei1lpszj1aw.com and (2) Pachuiski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1

I 1 Floor, Los Angeles, CA 90067-4100;

Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharashpszjIaw.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.sabinbingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kylebingham.com and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, 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, 2

Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan(pepper1aw.com 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 AUGUST 24, 2010 AT 1:00 P.M. PREVAILING EASTERN TIME.

IF YOU FAIL TO RESPOND TO THE RELIEF REQUESTED IN THE MOTION, THE COURT MAY GRANT SUCH RELIEF WITHOUT FURTHER NOTICE OR HEARING. Dated: July 21, 2010 PACHULSKI STANG ZIEHL & JONES LLP

kki,

FI7CLLA

Ir(JZ. Kharasch (CA Bar No. 109084) James E. ONeill (DE Bar No. 4042) Maxim B. Litvak (CA Bar No. 215852) ScottaE. McFarland (DE Bar No. 4184, CA Bar No. 165391) 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@pszilaw.com ioneill@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-002\DOCS_DE: 161946.1

rd

EXHIBIT A Confirmation Hearing Notice

68773-002\DOCSSF:73 154.1

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) )

)

NOTICE OF (A) HEARING TO CONSIDER CONFIRMATION OF CHAPTER 11 PLAN OF LIQUIDATION FOR PACIFIC ENERGY RESOURCES LTD., ET AL; (B) DEADLINE FOR CASTING VOTES TO ACCEPT OR REJECT PLAN AND (C) RELATED MATTERS TO: (i) HOLDERS OF SENIOR LENDER CLAIMS, AND (ii) HOLDERS OF GENERAL UNSECURED CLAIMS
On , 2010, the above-captioned debtors-in-possession (the "Debtors") filed the Chapter]] Plan ofLiquidation for Pacific Energy Resources Ltd., et al. dated 52010 [Docket No. ] (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan"). 2 Concurrently therewith, the Debtors filed the related Disclosure Statement in Respect of Chapter]] Plan of Liquidation for Pacific Energy Resources Ltd., et al. [Docket No. ] (as it may be amended, the "Disclosure Statement"). On _ ,2010, this Court entered an order approving the Disclosure Statement (the "Disclosure Statement Order") and certain related materials (collectively, the "Solicitation Materials"). A hearing to consider confirmation of the Plan (the "Confirmation Hearing") will be held on 2010 commencing at :_0 _.m. prevailing Eastern time before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5 1h Floor, Courtroom 5, Wilmington, Delaware 19801. Pursuant to the Disclosure Statement Order, the Court approved certain procedures for tabulation of votes to accept or reject the Plan. If you are the holder of a claim as of _2010 (the "Record Date" as established in the Disclosure Statement Order) in a class entitled to vote on the Plan, you have received with this Notice a ballot form (a "Ballot") and voting instructions appropriate for your claim.

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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. Unless otherwise defined herein, all capitalized terms shall have the respective meanings ascribed to them Plan.
in the

68773-002\DOCSSF:73 154.1

The following procedures apply with respect to voting your claim(s) if your claim is in Classes 3 through 6 of the Plan: a. Except as provided in paragraph i. below, for your vote to accept or reject the Plan to be counted, you must complete all required information on the Ballot, execute the Ballot and return the completed Ballot to the address indicated on the Ballot so that it is received by 5:00 p.m. Pacific time on 2010 (the "Voting Deadline"). Any failure to follow the voting instructions included with the Ballot or to return a properly completed Ballot so that it is received by the Voting Deadline may disqualify your Ballot and your vote.
1

b.

A Ballot that partially rejects and partially accepts the Plan will not be counted.

C. Ballots that fail to indicate an acceptance or rejection of the Plan, or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted.

d. Only Ballots that are timely received with original signatures will be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. Unsigned Ballots, or Ballots that are illegible will not be counted. e. Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Facsimile Ballots, or Ballots submitted via email or other electronic transmission, will not be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. f. Whenever you cast more than one Ballot voting the same claim prior to the Voting Deadline, the last Ballot received prior to the Voting Deadline shall be deemed to reflect the voters intent and supersede any prior Ballots. g. If you simultaneously cast inconsistent Ballots, such Ballots shall not be counted.

h. Having submitted a properly executed and timely Ballot, you shall be deemed to have voted the full amount of your claim. Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Solicitation Agent and the Debtors, which determination shall be final and binding. i. If your claim has not been previously allowed by order of the Bankruptcy Court, your claim will be deemed to be temporarily allowed, solely for purposes of voting on the Plan unless there is an objection to your claim pending as of , 2010. Objections, if any, to the confirmation of the Plan must: (i) be in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the basis and nature of any objection; and (iv) be filed with the Court and served so as to be received by: (a) counsel to the Debtors (1) Pachuiski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachuiski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharasch@pszjlaw.com; (b) counsel to the Debtors lenders: J. Aron & Company (1) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, email: jeffrey.sabin@bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA

68773-002\DOCS5F:73 154.1

01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kyle@bingham.com, and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 606061285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson@skadden.com; (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; and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan@pepperlaw.com. For purposes of filing pleadings in these cases, the address of the Court is 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801. Any party in interest wishing to obtain copies of the Disclosure Statement or the Plan may do so by (i) calling Omni Management, the Notice and Balloting Agent, at (818) 906-8300 or (ii) viewing such documents by accessing the Notice and Balloting Agents website: httn://omnimgt.comfPacificEnergy or the Courts website: www.deb.uscourts.gov . Please note that a PACER password and login are needed to access documents on the Courts website. The Confirmation Hearing may be continued from time to time without further notice except for (i) an announcement made at the Confirmation Hearing or any adjourned confirmation hearing or (ii) a written notice filed with the Bankruptcy Court and served on all parties who have filed objections to confirmation of the Plan, the United States Trustee, counsel for the Committee, and all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. Dated: 12010 PACHULSKT STANG ZIEHL & JONES LLP

Ira D. Kharasch (CA Bar No. 109084) James E. ONeill (Bar No. 4042) Maxim B. Litvak (CA Bar No. 215852) Scotta E. McFarland (DE Bar No. 4184) 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ikharasch@pszjlaw.com joneill@pszjlaw.com mlitvakpszjlaw.com smcfarland@pszjlaw.com Counsel for the Debtors and Debtors in Possession

68773-002\DOCSSF:73 I 54.1

EXHIBITS B-i through B-2 Ballots

68773-002\DOCSSF:73 154.1

EXHIBIT B-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) )

)

BALLOT TO ACCEPT OR REJECT CHAPTER 11 PLAN OF LIQUIDATION FOR PACIFIC ENERGY RESOURCES LTD., ET AL. CLASS 3: CREDITORS HOLDING SENIOR LENDER CLAIMS
THIS BALLOT IS TO BE USED BY OR ON BEHALF OF HOLDERS OF CLASS 3 CLAIMS AGAINST THE DEBTORS. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. PLEASE COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. IF THE SOLICITATION AGENT HAS NOT RECEIVED THIS BALLOT BY 5:00 P.M., PREVAILING PACIFIC TIME, ON , 2010 (THE "VOTING DEADLINE"), UNLESS EXTENDED AT THE SOLE DISCRETION OF THE DEBTORS, IT WILL NOT BE COUNTED. FACSIMILE AND E-MAIL BALLOTS WILL NOT BE ACCEPTED ABSENT WRITTEN CONSENT OF THE DEBTORS.

This ballot (the "Ballot") is submitted to you to solicit your vote to accept or reject the Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. dated , 2010 (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan ,)2 described in the related Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. approved by order of the United States Bankruptcy Court for the District of Delaware (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the classification and treatment of your claim(s) under the Plan. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least one-half in number and two-thirds in amount of the claims in each of Classes 3

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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

68773-002\DOCSSF:731 54.1

through 6 who vote on the Plan and if the Plan otherwise satisfies the applicable requirements of section 1129(a) under title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"). If the requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if at least one of the voting Classes votes to accept the Plan, and it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR IF YOU LOSE YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT AT (818) 906-8300 OR http://omnimgt.comlPacificEnergy . PLEASE READ THE ATTACHED VOTING INFORMATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEM 1. IF NEITHER THE "ACCEPT" NOR "REJECT" BOX IS CHECKED IN ITEM 1, THIS BALLOT WILL NOT BE COUNTED AS HAVING BEEN CAST. IF THIS BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Class Vote. The undersigned, the holder of a Class 3 Claim against the Debtors in the amount set forth below, votes to (check one box): 0 Accept the Plan Name: 0 Reject the Plan. Amount of Claim:

Item 2. Acknowledgments. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

Name of Institution

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Date Completed

Telephone Number

68773-002\DOCSSF:73 I 54.1

VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT

In the boxes provided in Item 1 of the Ballot, please indicate acceptance or rejection of the Plan. Complete the Ballot by providing all the information requested and sign, date and return the Ballot by mail, overnight courier or personal delivery to the Solicitation Agent at the following address: Pacific Energy Resources Ltd. C/O Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 428 Encino, CA 91436
Ballots must be received by the Solicitation Agent by 5:00 p.m., Prevailing Pacific Time, on_________ 2010 (the "Voting Deadline"). If a Ballot is received after the Voting Deadline, it will not be counted. An envelope addressed to the Solicitation Agent is enclosed for your convenience. Ballots submitted by facsimile or e-mail will not be accepted absent written consent of the Debtors.

2.

Please sign and date your ballot as required in Item 2. Your signature is required before your ballot may be counted. If you cast more than one Ballot voting the same claim prior to the Voting Deadline, the last Ballot received by the Solicitation Agent before the Voting Deadline will supersede any prior Ballots. If you concurrently return more than one Ballot and the Ballots are not voted in the same manner, those Ballots will not be counted. An otherwise properly executed Ballot that attempts to partially accept or partially reject the Plan likewise will not be counted. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR IF YOU LOSE YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THE BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT AT (818) 906-8300 OR http://omnimgt.comlPacificEnergy . NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT. PLEASE RETURN YOUR BALLOT PROMPTLY. THE SOLICITATION AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE OR E-MAIL ABSENT WRITTEN CONSENT OF THE DEBTORS.

3.

4.

5.

6.

68773-002\DOCSSF:73 154.1

EXHIBIT B-2 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) )

)

BALLOT TO ACCEPT OR REJECT CHAPTER 11 PLAN OF LIQUIDATION FOR PACIFIC ENERGY RESOURCES LTD., ET AL. CLASS [4,5,6]: CREDITORS HOLDING GENERAL UNSECURED CLAIMS AGAINST [PACIFIC ENERGY RESOURCES LTD., PACIFIC ENERGY ALASKA HOLDINGS, LLC, PACIFIC ENERGY ALASKA OPERATING LLC12

THIS BALLOT IS TO BE USED BY OR ON BEHALF OF HOLDERS OF CLASS 4 CLAIMS AGAINST [PACIFIC ENERGY RESOURCES LTD., PACIFIC ENERGY ALASKA HOLDINGS, LLC, PACIFIC ENERGY OPERATING LLC]. PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. PLEASE COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. IF THE SOLICITATION AGENT HAS NOT RECEIVED THIS BALLOT BY 4:00 P.M., PREVAILING PACIFIC TIME, ON 2010 (THE "VOTING DEADLINE"), UNLESS EXTENDED AT THE SOLE DISCRETION OF THE DEBTORS, IT WILL NOT BE COUNTED. FACSIMILE AND E-MAIL BALLOTS WILL NOT BE ACCEPTED ABSENT WRITTEN CONSENT OF THE DEBTORS.

This ballot (the "Ballot") is submitted to you to solicit your vote to accept or reject the Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. dated , 2010 (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan") 3 described in the related Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. approved by order of the United States Bankruptcy Court for the District of Delaware (the "Disclosure Statement"). The Disclosure Statement provides information to assist you in deciding how to vote your

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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

[A separate Ballot will be sent to creditors holding General Unsecured Claims as to PERL, PEAH and PEAO.] Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

68773-002\DOCSSF:73 154.1

Ballot. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the classification and treatment of your claim(s) under the Plan. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least one-half in number and two-thirds in amount of the claims in each of Classes 3 through 6 who vote on the Plan and if the Plan otherwise satisfies the applicable requirements of section 1129(a) under title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"). If the requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if at least one of the voting Classes votes to accept the Plan, and it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR IF YOU LOSE YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT AT (818) 906-8300 OR http://omnimgt.comfPacificEnergy . PLEASE READ THE ATTACHED VOTING INFORMATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEM 1. IF NEITHER THE "ACCEPT" NOR "REJECT" BOX IS CHECKED IN ITEM 1, THIS BALLOT WILL NOT BE COUNTED AS HAVING BEEN CAST. IF THIS BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Class Vote. The undersigned, the holder of a Class [4, 5, 6] Claim against [Pacific Energy Resources Ltd., Pacific Energy Alaska Holdings, LLC, Pacific Energy Alaska Operating LLC] in the amount set forth below, votes to (check one box): D Accept the Plan Name: 0 Reject the Plan. Amount of Claim: $

68773-002\DOCSSF:73 154.1

Item 2. Acknowledgments. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant. The undersigned understands that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted.

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

Name of Institution

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Date Completed

Telephone Number

68773-002\DOCSSF:73 154.1

VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT

In the boxes provided in Item 1 of the Ballot, please indicate acceptance or rejection of the Plan. Complete the Ballot by providing all the information requested and sign, date and return the Ballot by mail, overnight courier or personal delivery to the Solicitation Agent at the following address: Pacific Energy Resources Ltd. CIO Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 428 Encino, CA 91436 Ballots must be received by the Solicitation Agent by 5:00 p.m., Prevailing Pacific Time, on________ (the "Voting Deadline"). If a Ballot is received after the Voting Deadline, it will not be counted. An envelope addressed to the Solicitation Agent is enclosed for your convenience. Ballots submitted by facsimile or e-mail will not be accepted absent written consent of the Debtors.. 2. Please sign and date your ballot as required in Item 2. Your signature is required before your ballot may be counted. If your claim has not been previously allowed by order of the Bankruptcy Court, your claim will be deemed to be temporarily allowed, solely for purposes of voting on the Plan unless there is an objection to your claim pending as of , 2010. The temporary allowance of your claim for voting purposes does not constitute an allowance of your claim for purposes of distribution under the Plan and is without prejudice to the rights of the Debtors, or any other party in interest, in any other context (e.g., the right to contest the amount or validity of any claim for purposes of allowance under the Plan). If your claim is subject of an objection that was filed by filed __________, 2010, in accordance with Bankruptcy Rule 3018, your Ballot will not be counted unless the Court temporarily allows your claim for purposes of voting to accept or reject the Plan. In order for a claim subject to a timely filed objection to be temporarily allowed for voting purposes only, you are required to file a motion with the Bankruptcy Court seeking such relief by no later than , 2010. Notwithstanding the foregoing, if the Debtors file a timely objection to your claim and request that your claim be allowed in a specific amount, and you file a timely and valid Ballot, your Ballot shall be counted in such specified amount. 5. If you cast more than one Ballot voting the same claim prior to the Voting Deadline, the last Ballot received by the Solicitation Agent before the Voting Deadline will supersede any prior Ballots. If you concurrently return more than one Ballot and the Ballots are not voted in the same manner, those Ballots will not be counted. An otherwise properly executed Ballot that attempts to partially accept or partially reject the Plan likewise will not be counted. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR IF YOU LOSE YOUR BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THE BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE SOLICITATION AGENT AT (818) 906-8300 OR http://omnimgt.comlPacificEnergy . NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT. PLEASE RETURN YOUR BALLOT PROMPTLY. THE SOLICITATION AGENT WILL NOT ACCEPT BALLOTS BY FACSIMILE OR E-MAIL ABSENT WPJYIEN CONSENT OF THE DEBTORS.

6.

7.

8.

68773-002\DOCSSF:73 154.1

EXHIBIT C Notice of Non-Voting Status

68773-002\DOCSSF:73 154.1

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) )

)

NOTICE OF NON-VOTING STATUS WITH RESPECT TO CLASSES DEEMED TO ACCEPT OR REJECT THE CHAPTER 11 PLAN OF LIQUIDATION FOR PACIFIC ENERGY RESOURCES LTD., ET AL. TO: HOLDERS OF CLAIMS/INTERESTS IN CLASSES 1, 2,7 THROUGH 10 PLEASE TAKE NOTICE that on , 2010, the debtors-in-possession (collectively, the "Debtors") filed the Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. dated 2010 (including all exhibits thereto and as amended, modified or supplemented from time to time, the "Plan") [Docket No. 1. PLEASE TAKE FURTHER NOTICE that on _____, 2010, the United States Bankruptcy Court for the District of Delaware (the "Court") entered an order (the "Disclosure Statement Order") [Docket No. ] approving the adequacy of the Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. approved by order of the United States Bankruptcy Court for the District of Delaware (the "Disclosure Statement") [Docket No. 1 and establishing procedures for soliciting votes on the Plan. PLEASE TAKE FURTHER NOTICE that in accordance with the terms of the Plan and Bankruptcy Code, Class 1 and 2 Claims against the Debtors are unimpaired and, therefore, pursuant to Section 1126(f) of the Bankruptcy Code, the holders of Class 1 and 2 Claim are conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan. PLEASE TAKE FURTHER NOTICE that in accordance with the terms of the Plan and the Bankruptcy Code, holders of Class 7 through 9 Claims against the Debtors and holders of Class 10 interests in the Debtors will receive no recovery under the Plan and, therefore, pursuant to Section 1126(g) of the Bankruptcy Code, are conclusively presumed to have rejected the Plan and are not entitled to vote on the Plan. You have been sent this notice because you have been identified as a holder of a claim or interest in Class 1, 2, 7 through 10.

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

68773-002\DOCSSF:73 154.1

PLEASE TAKE FURTHER NOTICE that below is a summary of the treatment of Claims and Interests under the Plan:
Descriptio Priority Non-Tax Claims Miscellaneous Secured Claims 100% Estinie& AI1owd stiinatd. Recovery cntagT

NO 1

W.

ireatmen

Paid in full in Cash on the Effective Date or as soon thereafter as Allowed. Distribution equivalent to value of collateral. The Debtors are not aware of any Miscellaneous Secured Claims. Each Holder of an Allowed Senior Lender Claim shall receive any and all rights, Claims and Liens in the Excluded Interests to which such Holder of an Allowed Senior Lender Claims is entitled pursuant to the terms of the Beta Sale Order. The value of the "Excluded Interests" shall be liquidated in the amount of $35,000,000. Each Holder of an Allowed General Unsecured Claim against PERL will receive a pro rata share (calculated as a percentage of Allowed General Unsecured Claims against PERL) of the Net Distributable Assets of PERL. Each Holder of an Allowed General Unsecured Claim against PEAR will receive a pro rata share (calculated as a percentage of Allowed General Unsecured Claims against PEAR) of the Net Distributable Assets of PEAR, if any. Each Holder of an Allowed General Unsecured Claim against PEAO will receive a pro rata share (calculated as a percentage of Allowed General Unsecured Claims against PEAO) of the Net Distributable Assets of PEAO, if any. On the Effective Date, the Chapter 11 Cases of Petrocal, Cameros Acquisition, Cameros Energy and Gotland shall be deemed dismissed because such Debtors have no assets, and Holders of Allowed General Unsecured Claims against such Debtors, if any, shall receive no distribution. Intercompany Claims shall be extinguished on the Effective Date and receive no distribution. Holders of Subordinated Debt Claims shall receive no distribution. All Interests in all of the Debtors shall be extinguished.

Senior Lender Claims

$75,000,000

Value of collateral

General Unsecured Claims against PERL General Unsecured Claims against PEAR General Unsecured Claims against PEAO
.

$9.7 million to $41.8 million

5.7% to 24.6%

$21 million

0% plus 2

$150 million to $275 million

0% to 1 1% phis 3
.

8 9 10

General Unsecured Claims against Petrocal, Cam Acquisition, Cameros Energy and Gotland Intercompany Claims Subordinated Debt Claims Interests in the Debtors

N/A

$0 N/A N/A

N/A N/A N/A

Recoveries at PEAR depend upon the outcome of litigation against third parties, if any. Recoveries at PEAO depend upon the outcome of litigation against third parties, which is uncertain at this time.

68773-002\DOCSSF:731 54.1

PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Plan will be held on 2010 commencing at ______ .m.. prevailing Eastern Time (the "Confirmation Hearing") before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Courtroom 5, Wilmington, Delaware 19801. The Confirmation Hearing may be continued from time to time without further notice except for (i) an announcement made at the Confirmation Hearing or any adjourned confirmation hearing or (ii) a written notice filed with the Bankruptcy Court and served on all parties who have filed objections to confirmation of the Plan, the United States Trustee, the counsel for the Committee and all parties who have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. PLEASE TAKE FURTHER NOTICE that objections, if any, to the confirmation of the Plan must: (i) be in writing; (ii) state the name and address of the objecting party and the nature of the claim or interest of such party; (iii) state with particularity the basis and nature of any objection; and (iv) be filed with the Court and served so as to be received by: (a) counsel to the Debtors (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11 th Floor, Los Angeles, CA 90067-4100; Attn: ha D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharasch@pszjlaw.com; (b) counsel to the Debtors lenders: J. Aron & Company (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.kyle@bingham.com, and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, 1L 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson@skadden.com; (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; and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignanpepperlaw.com . For purposes of filing pleadings in these cases, the address of the Court is 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE that this notice is provided to you for informational purposes only. Any party in interest wishing to obtain copies of the Disclosure Statement or the Plan may do so by (i) calling Omni Management, the Notice and Balloting Agent, at (818) 906-8300 or (ii) viewing such documents by accessing the Notice and Balloting Agents website: http://onmimgt.comlPacificEnergy or the Courts website: www.deb.uscourts.gov . Please note that a PACER password and login are needed to access documents on the Courts website.

68773-002\DOCSSF:731 54.1

Dated:

, 2010

PACHULSKI STANG ZIEHL & JONES LLP

Ira D. Kharasch (CA Bar No. 109084) James E. ONeill (Bar No. 4042) Maxim B. Litvak (CA Bar No. 215852) Scotta E. McFarland (DE Bar No. 4184) 919 N. Market Street, 17 th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ikharasch@pszjlaw.com joneill@pszjlaw.com mlitvak@pszjlaw.com smcfarland@pszjlaw.com Counsel for the Debtors and Debtors in Possession

68773 -002\DOCS SF:73 154.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

) Chapter 11
)

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

Related to Docket No.

ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF
This matter coming before the Court on the Disclosure Statement in Respect of Chapter 11 Plan ofLiquidation for Pacific Energy Resources Ltd., et al. (the "Disclosure Statement")and the Debtors Motion for an Order (i) Approving the Disclosure Statement (ii) Scheduling the Confirmation Hearing; (iii) Approving Form and Manner of Notice of Confirmation Hearing; (iv) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the Joint Plan, Including (a) Approving the Form and Contents of the Solicitation Package; (b) Establishing Record Date and Approving Procedures for Distributing Solicitation Packages; (c)

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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCSSF:73 154.1

Approving the Forms of Ballots; (d) Establishing Voting Deadline for Receipt of Ballots, and (e) Approving Procedures for Vote Tabulations; (v) Establishing the Deadline and Procedures for Filing Objections to Confirmation of the Plan; and (vi) Granting Related Relief (the "Motion") filed by the above-captioned debtors and debtors in possession (collectively, the "Debtors"); and after considering objections to the Motion, if any; and upon the record and after due deliberation thereon; and the Court finding that proper and adequate notice of the hearing on approval of the Disclosure Statement and of the Motion has been given to all parties in interest, and no other or further notice or hearing being necessary; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY FOUND, ORDERED AND ADJUDGED as follows: 3 The Motion is GRANTED as provided herein.
Approval of Disclosure Statement

2.

The Disclosure Statement contains "adequate information" within the meaning of

section 1125 of the Bankruptcy Code regarding the Chapter 11 Plan ofLiquidation for Pacific Energy Resources Ltd., et al. dated , 2010 (including all exhibits thereto and as

amended, modified or supplemented, the "Plan"). Therefore, the Disclosure Statement is approved pursuant to 11 U.S.C. 1125(b) and Fed. R. Bankr. P. 3017(b). 3. All objections to the adequacy of the Disclosure Statement, if any, are, to the

extent not consensually resolved as set forth herein, OVERRULED in their entirety.
Confirmation Hearing

4.
2010 at

The hearing to consider confirmation of the Plan shall commence on

.m.(prevailing Eastern time) (the "Confirmation Hearing"). The

Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Motion.

Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. Fed. R. Bank. P. 7052.
68773-002\DOCSSF:731 54.1

Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, all without further notice to parties in interest, and the Plan may be modified, if necessary, pursuant to section 1127 of the Bankruptcy Code, prior to, during, or as a result of, the Confirmation Hearing, without further notice to interested parties.
Approval of Solicitation Packages

40. no later than

The Debtors shall transmit, or cause to be transmitted, the Solicitation Packages,

4

2010 by first class, United States mail (or by international courier if

the addresses are not located in the United States), to (a) holders of Class 3 through 6 claims, the only classes entitled to vote on the Plan (collectively, the "Voting Classes"), (b) the Securities & Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; and (d) those parties that have requested service under Fed. R. Bankr. P. 2002. 5. To avoid duplication and reduce expenses, the Debtors shall serve only one

Solicitation Package to each creditor who has more than one claim, but shall include the appropriate Ballots for each class of claim. 6. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a

Solicitation Package to the Non-Voting Classes. The Debtors shall transmit or cause to be transmitted no later than
4

2010, by first class, United States mail (or by

international courier if the addresses are not located in the United States), to each holder of a claim or interest in the Non-Voting Classes, at its address to which notices are required to be sent pursuant to Bankruptcy Rule 2002(g), a notice substantially in the form attached to the Motion as Exhibit C (the "Non-Voting Class Notice"), which sets forth: (i) the Non-Voting Classes; (ii) a summary of the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the deadline and procedures for filing objections to the Plan. The Non-Voting Class Notice will indicate that Accepting Non-Voting Classes are entitled to receive a copy of the Plan and Disclosure 68773-002\DOCS5F:73 154.1 3

Statement, in electronic format unless specifically requested otherwise, at the expense of the Debtors upon request. The Non-Voting Class Notice shall be deemed a summary of the Plan for purposes of compliance with Bankruptcy Rule 3017(d).
Approval of Form and Manner of Notice of the Confirmation Hearing

7.

The Confirmation Hearing Notice, in substantially the form attached to the

Motion is approved. As set forth above, the Confirmation Hearing Notice shall be included as part of the Solicitation Package and sent via regular mail to all creditors and parties in interest entitled to vote on the Plan.
Record Date and Approval of Procedures for Distribution of Solicitation Packages

8.

2010 shall be the record date (the "Record Date") for purposes

of determining which parties are entitled to receive the Solicitation Packages or the Non-Voting Class Notice and, where applicable, vote on the Plan. 9. Omni Management Group, LLC ("Omni" or "Solicitation Agent") shall serve the

Solicitation Package and notices regarding the Confirmation Hearing, inspect, monitor and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting. 10. The Solicitation Agent shall transmit, via First-Class U.S. Mail, the Solicitation

Package to each holder of Class 3 through 6 Claims. Each holder of an Allowed Claim in Classes 3 through 6, in order for its Ballot to be counted, must return a properly executed Ballot so that it is actually received by the Solicitation Agent prior to the Voting Deadline. 11. The Debtors and/or the Solicitation Agent, as applicable, are permitted to

dispense with the mailing of Solicitation Packages or Non-Voting Class Notices to addresses and entities to which the notice of the Disclosure Statement hearing was returned by the United States Postal Service. The Debtors and/or the Solicitation Agent are further relieved of any 4

68773-002\DOCSSF:73 154.1

obligation to attempt to locate the correct address and resend prior to the Voting Deadline the Solicitation Packages or the Non-Voting Class Notice that are returned as undeliverable. 12. In cases where a party has executed a Ballot in accordance with the terms of this

Order, and has indicated corrections or updates to the mailing address used in the service of the Solicitation Package, either physically on the face of the Ballot or otherwise separately enclosed with the Ballot, the corrected or updated mailing address shall be used to reflect the mailing address of the creditor on the official docket of Claims against the Debtors.
Approval of Forms of Ballots

13.

The Ballots, substantially in the form attached to the Motion are approved.
Deadline for Receipt of Ballots

14.

Unless extended by the Debtors or their counsel in writing, Ballots accepting or , 2010 at 4:00 p.m. (Prevailing

rejecting the Plan must be received on or before

Eastern Time) (the "Voting Deadline"), to Omni at the following address:

Pacific Energy Resources Ltd. C/O Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB 428 Encino, CA 91436 15. Ballots received via facsimile, electronic mail or other electronic transmission

will not be counted unless approved by the Debtors.

Procedures for Vote Tabulation

16.

Votes may not be changed after the Voting Deadline unless the Court, for cause,

permits such change after notice and hearing pursuant to Bankruptcy Rule 3018(a). 17. Ballots must be properly executed and counted. Any Ballot that is illegible or

contains insufficient information to permit the identification of the holder of a Class 3 through 6 Claim will not be counted.
68773 -002\DOCS SF: 73 154.1

18.

If a holder of a Class 3 through 6 Claim casts a Ballot with respect to a claim that , 2010, the holders Ballot will not be

is the subject of an objection filed on or before

counted, unless such interest is temporarily allowed by the Court for voting purposes, pursuant to Bankruptcy Rule 3018(a). If an objection to a claim or interest requests that such interest be allowed in a fixed, reduced amount, such holders ballot shall be counted in such reduced amount. 19. Holders of Class 3 through 6 Claims seeking to have a claim temporarily allowed

for purposes of voting to accept or reject the Plan pursuant to Bankruptcy Rule 3018(a) must file a motion seeking such relief no later than , 2010. The Court will schedule a

hearing on such motion for a date on or prior to the Confirmation Hearing. 20. The following voting procedures and standard assumptions shall be used in

tabulating the Ballots: a. b. Ballots that partially reject and partially accept the Plan will not be counted. Ballots that fail to indicate an acceptance or rejection of the Plan, or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted. Only Ballots that are timely received with original signatures will be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. Unsigned Ballots, or Ballots that are illegible or contain insufficient information to permit the identification of the holder of a claim, will not be counted. Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Facsimile Ballots, or Ballots submitted via email or other electronic transmission, will not be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, email or other electronic transmission. Whenever a creditor casts more than one Ballot voting the same claim(s) prior to the Voting Deadline, the last Ballot received prior to the Voting 6

C.

d.

C.

68773-002\DOCSSF:73 I 54.1

Deadline shall be deemed to reflect the voters intent and supersede any prior Ballots. f. g. If a creditor simultaneously casts inconsistent Ballots, such Ballots shall not be counted. Each holder of a Claim in a Voting Class having submitted a properly executed and timely Ballot, shall be deemed to have voted the full amount of its claim(s). Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Solicitation Agent and the Debtors, which determination shall be final and binding.

21.

The Solicitation Agent shall file with the Bankruptcy Court, no later than 2010, an affidavit regarding the results of the tabulation of the Ballots

received on the Plan. 22. The Ballot does not constitute, and shall not be deemed to be, a proof of claim or

an assertion or admission of a claim.

Deadline and Procedures for Filing Objections to Confirmation of the Plan and the Confirmation Brief

23.

All objections to confirmation of the Plan, including any supporting memoranda,

must be in writing, be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, Third Floor, 824 Market Street, Wilmington, Delaware 19801 together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its Claim or the nature of its interest in the Debtors chapter 11 cases, (b) state with particularity the provision or provisions of the Plan objected to and, for any objection asserted, the legal and factual basis for such objection and (c) be served upon the following parties (the "Notice Parties") so as to be received on or before
2010 at 4:00 p.m. (Prevaffing

Eastern Time) (the "Plan Objection Deadline"): (a) counsel to the Debtors (1) Pachulski Stang

Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachulski
68773-002\DOCSSF:73 I 54.1

Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharasch@pszjlaw.com; (b) counsel to the Debtors lenders: J. Aron & Company (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.kyle@bingham.com, and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson@skadden.com; (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; and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan@pepperlaw.com. 24. All objections not timely filed and served in accordance with the provisions of

this Order are hereby deemed waived and will not be considered by this Court. 25. The Debtors shall file at least two (2) calendar days before the Confirmation

Hearing a brief supporting confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, the counsel for the Committee and all parties who have requested notice in these cases pursuant to Bankruptcy Rule 2002.

68773-002\DOCSSF:73 I 54.1

26.

Prior to mailing the Disclosure Statement, Solicitation Packages or the Non-

Voting Class Notice, the Debtors may fill in any missing dates and other information, correct any typographical errors and make such other non-material, non-substantive changes as they deem necessary. 27. The Debtors and the Solicitation Agent are authorized and empowered to take

such steps, expend such monies, and perform such acts as may be necessary to implement and effectuate the terms of this Order. 28. This Court retains jurisdiction over any and all matters arising out of or related to

the interpretation or implementation of this Order. Dated: .2010

Honorable Kevin J. Carey United States Bankruptcy Judge

68773-002\DOCSSF:73 154.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors. ) ) )
)

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

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 Ziehl & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 21St day of July, 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 Debtors Motion for an Order (I) Approving The Disclosure Statement, (II) Scheduling Confirmation Hearing; (III) Approving Form And Manner of Notice of Confirmation Hearing, (IV) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject The Joint Plan, Including (A) Approving Form and Contents of Solicitation Package, (B) Establishing Record Date and Approving Procedures for Distribution of Solicitation Packages, (C) Approving Forms of Ballots, (D) Establishing Voting Deadline for Receipt of Ballots and (E) Approving Procedures for Vote Tabulations; (V) Establishing Deadline and Procedures for Filing Objections to Confirmation of The Plan; and (VI) Granting Related Relief

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

Katbjen Forte Finlayson Sworn to and Subscribed before me thi ____

_______________

DEBRA L. YOUNG

Notarylt16iic Commission Exp.:

DOCS_DE:161991.I

7jycq _____

NOTARY PUBLIC
STATE OF DELAWARE My COnimisson expires Jiy 18, 2011

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, 8Lh 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 Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 11th 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 St., 7th 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, Ste 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. Farnan, Esquire Phillips, Goldman & 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 15th & 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 21 126 Philadelphia, PA 19114-0326

First Class Mail Attn: Insolvency Internal Revenue Service 1352 Marrows Road, 2 nd 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 l2 Street, S.W. Washington, DC 20554 First Class Mail POLLARD WIREL[NE 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 I Denver Federal Center P0 Box 25165 Mail Stop 370132 Denver, CO 80225 First Class Mail Kristina Engelbert RDI Royalty Distributors, Inc. P0 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, 1st 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, 28" Floor Los Angeles, CA 90067 First Class Mail (Counsel for Cook Inlet Region, Inc.) Michael R. Mills, Esquire Dorsey & Whitney LLP 1031 W. 4 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, 25th 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) DeAnn 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 St., 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, 3rd Floor Vancouver, BC V6C 3139