ME110695792v.

1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)
PACIFIC ENERGY RESOURCES LTD., et al.,
1
) Case No. 09-10785 (KJC)
) (Jointly Administered)
Debtors. )
) Related Docket No. 1845 & 1899

NOTICE OF SERVICE OF THE DECLARATION ON BEHALF OF
BAKER HUGHES INCORPORATED'S AND BJ SERVICES COMPANY, U.S.A.'S
OBJECTION TO THE FIRST AMENDED CHAPTER 11 PLAN OF
LIQUIDATION FOR PACIFIC ENERGY RESOURCES LTD., ET. AL.

PLEASE TAKE NOTICE that on October 7, 2010, Baker Hughes Incorporated for
itself and its operating divisions or subsidiaries BJ Services Company, Inteq, Gaffney, Cline &
Associates, Centrilift, and ProductionQuest (collectively Baker Hughes), in the above-
captioned case filed the Declaration on Behalf of Baker Hughes Incorporateds and BJ Services
Company, U.S.A.s Objection to the First Amended Chapter 11 Plan of Liquidation for Pacific
Energy Resources LTD. (the Declaration) with the United States Bankruptcy Court for the
District of Delaware, 824 Market Street, 3
rd
Floor, Wilmington, Delaware 19801 (the
Bankruptcy Court).
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a copy of the
Declaration.
Dated: October 7, 2010 McCARTER & ENGLISH, LLP
Wilmington, DE

By: /s/ Katharine L. Mayer
Katharine L. Mayer (DE Bar LD. 3758)
Renaissance Centre
405 N. King Street, 8th Floor
Wilmington, DE 19801
(302) 984-6300
(302) 984-2494 Direct Facsimile

ME110695792v.1

-and-

SNOW FOGEL SPENCE LLP
Ross Spence (Texas Bar No. 18918400)
2929 Allen Parkway, Suite 4100
Houston, TX 77019
Telephone: (713) 335-4800
Telecopier: (713) 335-4848
Email: rossspence@snowfogel.com

Counsel for Baker Hughes Incorporated

ME1 10695792v.1
CERTIFICATE OF SERVICE

I, Katharine L. Mayer, hereby certify that on the 7
th
day of October, 2010, I caused a true and
correct copy of the foregoing Notice of Service of the Declaration on Behalf of Baker Hughes
Incorporateds and BJ Services Company, U.S.A.s Objection to the First Amended Chapter 11 Plan of
Liquidation for Pacific Energy Resources LTD. to be served upon the below listed counsel in the manner
so indicated.

/s/ Katharine L. Mayer
Katharine L. Mayer (#3758)

HAND DELIVERY
Laura Davis Jones
Pachulski Stang Ziehl & Jones LLP
919 N. Market Street
17th Floor
Wilmington, DE 19899-8705
U.S. MAIL
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
The United States Trustee
Attn: Joseph McMahon, Esq.
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Lock Box 35
Wilmington, DE 19801

U.S. MAIL
Jeffrey Sabin, Esquire
Steven Wilamowsky, Esquire
Scott K. Seamon, Esquire
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022

HAND DELIVERY
David B. Stratton, Esquire
James C. Carignan, Esquire
Pepper Hamilton LLP
Hercules Plaza, Suite 1500
1313 Market Street
Wilmington, DE 19899

U.S. MAIL
Amy Kyle
Bingham McCutchen
One Federal Street
Boston, MA 01221-1726
HAND DELIVERY
Don A. Beskrone, Esquire
Amanda M. Winfree, Esquire
Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor
Wilmington, DE 19899
U.S. MAIL
Robbin Itkin, Esquire
Katherine Piper, Esquire
Kelly Frazier, Esquire
Steptoe & Johnson LLP
2121 Avenue of the Stars, 28th Floor
Los Angeles, CA 90067
U.S. MAIL
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

ME1 10695792v.1

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)
RE: D.I. # 1845
DECLARATION ON BEHALF OF BAKER HUGHES INCORPORATED'S AND BJ
SERVICES COMPANY, U.S.A.'S OBJECTION TO THE FIRST AMENDED
CHAPTER 11 PLAN OF LIQUIDATION
FOR PACIFIC ENERGY RESOURCES LTD., ET. AL.
This declaration is submitted in support of the Objection [D.1. #1899] filed by BJ
Services Company, U.S.A. ("BJ Services") and Baker Hughes Incorporated for itself and its
operating divisions or subsidiaries Baker Hughes Oilfield Operations, Inc., Inteq, Gaffney, Cline
& Associates, Centrilift, and ProductionQuest (collectively "Baker Hughes") to the First
Amended Chapter 11 Plan Of Liquidation (D.1. # 1845) for Pacific Energy Resources Ltd., et al.
1. Baker Hughes has had a Master Service Agreement ("MSA") contract with
Pacific Energy Resources Ltd. since March 9, 2007. A true and correct copy of that MSA is
attached hereto as Exhibit 1. BJ Services has also had a MSA contract with Pacific Energy since
October 10, 2006. A true and correct copy of that MSA is attached hereto as Exhibit 2.
2. Under the MSAs, Baker Hughes and BJ Services furnished labor, services, and
materials for the benefit of oil and gas leaseholds, related fixtures, and equipment owned by
Pacific Energy Resources Ltd. in California and Pacific Energy Alaska Operating LLC in Alaska
(collectively "Pacific Energy"). Baker Hughes' and BJ Services' performance of the MSA
contracts began long prior to Pacific Energy's bankruptcy filing and continued long after that
filing. Baker Hughes and BJ Services have been paid for all work to date.
3. There was no change in the timing or manner of payments to Baker Hughes or BJ
Services under the MSA contracts before or after Pacific Energy's bankruptcy filing. Shortly
after Pacific Energy filed for bankruptcy protection on March 9, 2009, it sent a critical vendor
letter to Baker Hughes explaining that the reason all the prepetition bills from Baker Hughes
were still being paid was because Baker Hughes was a critical vendor. I signed the Pacific
Energy critical vendor letter on behalf of Baker Hughes. See March 17, 2009 executed letter
agreement attached hereto as Exhibit 3. Pacific Energy expressed that it needed Baker Hughes to
continue working in order to keep its oil and gas operations performing.
4. Baker Hughes did very substantial work for Pacific Energy under the MSA in
reliance on the critical vendor letter's promise to pay prepetition debts owed to Baker Hughes.
Under the MSA, Baker Hughes provided approximately $1,041,277.55 of goods and services to
Pacific Energy post-petition. Likewise, BJ Services provided $196,350.30 in goods and services
to Pacific Energy under the BJ Services MSA and in reliance on Pacific Energy's agreement to
pay prepetition debts in full.
5. Pacific Energy's Committee of Unsecured Creditors, recently served demands
upon Baker Hughes and BJ Services pursuant to 11 U.S.C. Section 547 for all payments made to
Baker Hughes and BJ Services by Pacific Energy within 90 days of the bankruptcy petition date.
These payments total $690,384.50 (the "Transfers").
6. The Baker Hughes and BJ Services invoices paid by the Transfers were for labor,
material, and services which were used or employed, or furnished to be used or employed, in the
drilling or operating of oil or gas wells upon Pacific Energy's leaseholds, or in the constructing,
putting together, or repairing of any material so used or employed, or furnished to be so used or
employed. Baker Hughes and BJ Services were therefore entitled to liens under the California
and Alaska oil and gas lien statutes, whether or not producing wells were obtained and whether
or not the material furnished by Baker Hughes and BJ Services was incorporated in or became a
part of completed oil or gas wells. See California Code of Civil Procedure Sections 1203.50-
1203.66 and Alaska Statutes 34.35.125.
7. When Baker Hughes and BJ Services are not paid by an operator like Pacific
Energy, Baker Hughes and BJ Services are entitled to record, and routinely do record, a
statement of their statutory liens in the real property records where the oil and gas leaseholds are
located. I am the person who usually signs those recorded lien statements for Baker Hughes and I
also do so today for BJ Services. My understanding from handling many of these oil and gas
liens is that whether they are recorded during the 90-day period prior to bankruptcy or recorded
post-petition under 11 U.S.C. 546(b), the liens of Baker Hughes and BJ Services would be
preferred to all other titles, charges, liens or encumbrances which may attach to or exist upon any
of the property subsequent to the date of Baker Hughes' and BJ Services' very first work in
connection with the property. For example, see Cal. C.C.P. 1203.56 and Alaska Statutes
34.35.135.
8. These statutory liens secured the full amount due Baker Hughes and BJ Services
under the Master Service Agreements and the invoices for such labor performed, and materials
and services furnished, including, without limitation, shipping and mileage charges connected
therewith, costs (including attorneys' fees), and interest from the date the same was due. See the
Cal. C.C.P. 1203.52 and 1203.60(a); see also Alaska Statutes 34.35.135. The liens
extended to all interests in the leasehold, all materials and fixtures used in connection with the
leasehold operations, all oil and gas wells associated with the leasehold, and all oil and gas
produced from such wells. Cal. C.C.P. 1203.53 and Alaska Statutes 34.35.135.
9. But for receipt of the alleged preference Transfers, Baker Hughes and BJ Services
would also have notified the first purchaser of Pacific Energy's oil or gas, thereby forcing the
first purchaser to withhold payment to Pacific Energy from the proceeds from production and to
direct those payments to Baker Hughes and BJ Services until Baker Hughes' and BJ Services'
full claims were satisfied. Cal. C.C.P. 1203.59. In order to get around this, Pacific Energy
would have had to post a bond in the amount of 150% of the full amount claimed by Baker
Hughes and BJ Services, and Baker Hughes' and BJ Services' liens would have attached to such
bond. Cal. C.c.P. 1203.60.
10. By making the alleged preference Transfers, Pacific Energy was doing nothing
more than paying a secured claim which Pacific Energy had to pay in order to continue in
business. Because Baker Hughes and BJ Services had statutory lien rights, Baker Hughes and BJ
Services received no more from the transfers than they would have received if (i) Pacific
Energy's case were under chapter 7 of the Bankruptcy Code, (ii) the transfers had not been made,
and (iii) Baker Hughes and BJ Services received payment of their secured claims under the
provisions of the Bankruptcy Code.
11. There is no material difference in the way Baker Hughes and BJ Services were
paid by Pacific Energy prior to the preference period, during the preference period, or after the
petition date.
I declare under penalty of perjury that the foregoing is true and correct.
EXECUTED on October5
th
, 2010.
Authorized Representative for
BAKER HUGHES INCORPORATED
and BJ SERVICES COMPANY, U.S.A.
THE STATE OF TEXAS
COUNTY OF HARRIS
SUBSCRIBED and SWORN TO BEFORE ME, the undersigned Notary Public, by Susan
M. Wooley, Authorized Agent ofBJ Services Company, U.S.A. and Baker Hughes Incorporated
for itself and its operating divisions or subsidiaries Baker Hughes Oilfield Operations, Inc.,
Inteq, Gaffney, Cline & Associates, Centrilifi, and ProductionQuest, on this the [5 + I) day of
October, 2010.
< 0 L L ~ U < . ~
Notary Public in and for
the State of TEXAS
ACKNOWLEDGEMENT
This instrument was acknowledged before me, the undersigned Notary Public, on the
-5+-1\ day of October, 2010, by Susan M. Wooley, Authorized Agent ofBJ Services Company,
U.S.A. and Baker Hughes Incorporated for itself and its operating divisions or subsidiaries
Baker Hughes Oilfield Operations, Inc., Inteq, Gaffney, Cline & Associates, Centrilifi, and
ProductionQuest, on behalf of said corporation.
Notary Public in and for
the State of TEXAS
..
MASTER SERVICE AGREEMENT
This Master Service Agreement ("Agreement") is made and entered into this 9th day of March, 2007, by
and between Pacific Energy Resources, Ltd., herein "Company",. a corporation organized and existing
under the laws of the state of California whose address is 111 West Ocean Blvd, Suite 1240, Long Beach, CA.
90802-1015, and BAKER HUGHES OILFIELD OPERATIONS, INC. and BAKER PETROLITE
CORPORATION, each on behalf of itself and its direct and indirect wholly owned subsidiaries
(specifically excluding Baker Hughes Pipeline Management Group, Inc.) herein being collectively
referred to as "Contractor" whose headquarters' address is 2929 Allen Parkway, Suite 2100, Houston, Texas
77019-2118, Company and Contractor being hereafter sometimes referred to individually as a "Party" and
collectively as the "Parties".
Company is engaged in numerous business activities, including but not limited to the drilling of exploratory
and development wells, seeking and producing oil, gas, and other minerals for itself and for the account of
others, and in activities related thereto.
Company desires to employ Contractor from time to time to perform work, provide services, andlor the sale
or rental of equipment, materials, supplies or other products offered by Contractor ("Work").
Contractor is interested in performing Work for Company in accordance with this Agreement. Such Work to
be rendered by Contractor shall be in the scope of its usual business.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises, conditions, terms and agreements
contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties mutually agree as
. set forth below:
1. AGREEMENT:
2.
A. This Agreement contains all of the terms and conditions as agreed upon by the Parties and
supersedes any and all previous oral or written agreements between the Parties.
B. This Agreement shall not be modified or supplemented unless the proposed modification or
supplementation states an express intent to modifY or supplement this Agreement and such
modification or supplementation is signed by a duly authorized representative of Company
and Contractor.
C. It is specifically understood that all Work will be performed subject to all the terms and
conditions of this Agreement, and, in the event that any conflict exists between the
provisions of this Agreement and any other terms and conditions set forth in Contractor's or
Company's purchase orders, field work orders, work tickets, invoices, statements, or any
other type of memoranda or other documents used by either Party in the normal course of
business, whether oral or written, the provisions of this Agreement shall govern.
D. Neither execution of this Agreement, nor anything contained herein, shall (i) obligate
Company to order Work from Contractor, nor (ii) obligate Contractor to accept Work from
Company.
TERM OF THE AGREEMENT: EXHIBIT
RHI MnrI .. 1 MSA (\ J S )"PAdfi" Fn .. mv
"
A. This Agreement shilll become effective upon execution by both Parties.
B. This Agreement shall remainin full force and effect until cancelled by either Party by giving
the other Party thirty (30) days written notice of termination, provided, however, that neither
Party shall by the termination of this Agreement be relieved of its respective obligations and
liabilities arising from or incident to Work performed prior to the date of such termination,
In the event of termination by Company, Contractor shall be entitled to recover from
Company all monies due for that part of Work completed prior to such termination, plus
reasonable costs actually incurred or committed to by Contractor (such as costs which are not
cancelable or recoverable or for specially engineered or manufactured equipment) and
demobilization costs, if applicable.
3. INDEPENDENT CONTRACTOR:
A. It is expressly understood that Contractor is ail independent contractor and that neither
Contractor nor anyone employed by Contractor shall be deemed for any putpose to be an
employee, agent, partner, servant or representative of Company.
B. In all cases where Contractor's Employees (defined to include Contractor and its
subcontractor's direct, borrowed, special, or statutory employees) are covered by the
Louisiana Workers' Compensation Act, La. RS. 23:102 et seq., Company and Contractor
agree that all Work and operations performed by Contractor and Contractor's Employees
pursuant to this Contract are an integral part of and are essential to the ability of Company to
generate Company's goods, products, and services for the putpose of La. RS. 23:1061 (A)
(1). Furthermore, Company and Contractor agree that Company is the statutory employer of
Contractor's Employees for purposes of La. RS. 23:1061 (A) (3).
4. PAYMENT FOR SERVICES:
A. The consideration to be paid by Company to Contractor for Work performed will be in
accordance with Contractor's published price list in effect at the time and in the specific
location where the Work is requested, or as otherwise mutually agreed between the Parties in
writing.
B. Contractor shall submit an invoice(s) covering charges for Work performed during the
previous calendar month, and unless alternate payment terms are specified or approved by
Contractor's Credit Department, Company shall pay each such invoice within thirty (30)
days of its receipt by Company.
C. In the event Company disputes any invoice in whole or in part, Company shall promptly
notify Contractor of the dispute and shall pay the undisputed portion in accordance with
Paragraph 4B above. Company and Contractor shall endeavor to settle and adjust any
disputed amount forthwith.
D. Any cancellation by Company of an order for products after such order has been accepted
by Contractor will be subject to a restocking charge of at least twenty-five percent (25%),
plus any actual packing and transportation costs. Additionally, products specially built or
manufactured to Company specifications, or orders for substantial quantities
manufactured specially for Company, may only be canceled subject to payment of a
cancellation fee by Company. Any return of products to Contractor shall be subject to
BHI Model MSA (U S )-Pacific Energy
'.
Contractor-'B-appreval -and to suehproducts being. in the. same condition as when they
originally left Contractor's dock for shipment to Company.
E. Invoices remaining unpaid after thirty (30) days shall accrue interest at the rate of 1 % per
month. It is the intention of Contractor to comply with applicable usury laws; accordingly,
it is agreed that notwithstanding any provisions contained in this Agreement to the
contrary, in no event shall this Agreement require the payment or permit the collection of
interest in excess of the maximum amount permitted by such laws. In the event invoices
are given to an attorney for collection, or if suit is brought for collection, or if it is collected
through probate, bankruptcy, or other judicial proceeding, then Company shall pay
Contractor all costs of collection, including reasonable attorney's fees and court costs, in
addition to other amounts due.
5. CONTRACTOR'S WARRANTY:
A. Contractor warrants that the services, equipment, materials and/or products (except for
specialty chemicals) to be provided pursuant to the provisions of this Agreement shall
conform to the specifications expressly agreed and set forth in the relevant scope of work
and all specialty chemicals shall fall within a generally recognized range for
typical physical properties established by Contractor. In the event that Contractor's services,
equipment, materials and/or products are defective in that they fail to comply with the
foregoing standards, then as Company's sole remedy for such non-conformance, Contractor
(i) shall repair or re-perform such defective services as are brought to Contractor's attention
in writing by Company prior to Contractor's .departure from the worksite, (ii) shall repair or
replace such defective equipment, materials, or products (except for specialty chemicals)
with the type originally furnished, provided Contractor is notified thereof in writing within
thirty (30) days after delivery of the particular equipment, materials or products in question,
and/or (iii) replace such non-conforming specialty chemicals with the type originally
furnished, provided Contractor is notified thereof in writing within thirty (30) days after such
chemicals depart Contractor's point of origin. Contractor's warranty obligations hereunder
shall not apply if the non-conformity was caused by (a) Company's failure to properly store
the equipment, materials, products or specialty chemicals, (b) abnormal well conditions or
incorrect specifications provided by Company, (c) unauthorized alteration or repair of the
equipment, materials, products or specialty chemicals by Company, (d) vandalism or force
majeure, or ( e) use or handling of the equipment, materials, products or specialty chemicals
by Company in a manner inconsistent with Contractor's recommendations.
B. Contractor shall have no responsibility for the design or engineering of Work performed
hereunder, even though Contractor may have participated in its development, or for any
materials furnished and/or specified by Company. With regard to materials or equipment
furnished by third party vendors and/or suppliers, Contractor's liability therefor shall be
limited to the assignment of such third party vendor's and/or supplier's warranty to Company,
to the extent such warranties are assignable.
C. Interpretations, interpretational data, research, analysis, recommendations or advice
(including but not limited to any engineering designs, geological studies or analyses,
reservoir models, discharge compliance engineering services, preliminary cuttings
re-injection programs, well programs, or drilling production optimization or management
programs) (''Interpretations and/or Recommendations") furnished by Contractor hereunder
are opinions based upon inferences from measurements, empirical relationships and
assumptions (many of which may be provided by Company), and industry practice. In
addition, certain Interpretations and/or Recommendations, including without limitation any
BHI Model MSA (U S )..Pacific Enerav
".
preliminary-cuttings re-injectionorother operational programs, shall be subject to Company
review and approval. In any event, Company acknowledges that all such inferences,
assumptions and practices are not infallible, and that professional geologists, engineers,
drilling consultants, and analysts may differ with respect to them. Accordingly, Contractor
does not warrant the accuracy,correctness, or completeness of any Interpretations andlor
Recommendations, or that Company's reliance andlor any third party's reliance on such
Interpretations and/or Recommendations will accomplish any particular results. Company
assumes full responsibility for the use of such Interpretations andlor Recommendations and
for all decisions based thereon (including without limitation decisions based on any oil and
gas evaluations, production forecasts and reserve estimates, furnished by Contractor to
Company hereunder), and Company hereby releases and indemnifies Contractor from any
claims, damages, and losses arising out of the use of such Interpretations andlor
Recommendations, WITHOUT REGARD TO THE CAUSE(S) THEREOF,
INCLUDlNG WITHOUT LIMITATION ANY NEGLIGENCE, STRICT
LIABILITY, OR OTHER LEGAL FAULT OR RESPONSmn.ITY ON THE PART
OF ANY MEMBER OF THE CONTRACTOR GROUP (AS DEFINED IN ARTICLE
7).
Further, it is acknowledged and agreed that, except to the extent that Contractor has agreed to
provide its discharge compliance engineering services ("cuttings drying" or "discharge
services") to Company pursuant to this Agreement, Contractor shall have no responsibility
for achievement of and compliance with any specific oil retention or similar requirements
mandated by any applicable local, state or federal law or regulation.
D Contractor will endeavor to transmit data to Company as accurately and securely as
practicable in accordance with current industry practice. Notwithstanding the foregoing,
Contractor does not warrant the accuracy of data transmitted by electronic processes and will
not be responsible to Company for accidental or intentional interception of such data by
others.
E EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED PURSUANT TO THE
PROVISIONS OF THIS ARTICLE 5, CONTRACTOR MAKES NO WARRANTY
OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, lNCLUDlNG NO
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, REGARDfflG ANY SERVICES PERFORMED OR
EQUIPMENT, MATERIALS, PRODUCTS, OR SPECIALTY CHEMICALS
SUPPLIED BY CONTRACTOR HEREUNDER.
6. INSURANCE:
A. At any and all times during the term of this Agreement, unless otherwise prohibited law, each
Party shall, at each Party's sole expense, equally carry with solvent and reputable insurance
carriers, insurance of the types and in the minimum amounts set forth below, subject to
policy terms, conditions and exclusions. Any and all deductibles in the insurance poiicies
described below shall be assumed by, for the account of and at the sole risk of the Party
carrying such insurance.
(1) Comprehensive General Liability Insurance, including contractual liability and
products liabilit"y coverage, inSu.-ing the indemnity provisions set forth in this
Agreement, affording minimum protection of not less than U.S. $1,000,000 per
occurrence combined single limit bodily injury, sickness or death and loss of or
damage to property.
BHI Model MSA (U S )-Pacific Energy
(2) Workers' Compensation Insurance including occupational disease in accordance
with applicable law.
(3) Employers' Liability Insurance affording minimum protection of not less than
U.S. $1,000,000.00 per occurrence covering death or injury to any employee of the
primary insured.
(4) Automobile Liability Insurance covering owned, non-owned or hired vehicles
affording minimum protection of not less than U.S. $1,000,000.00 per occurrence
combined single limit bodily injury or death and loss of or damage to property.
(5) Excess Liability Insurance over that required in Paragraphs A(l), A(3) and A(4)
above with minimum limits of U.S. $4,000,000, and specifically including
contractual liability.
B. To the extent of the indemnity and release obligations expressly assumed by each Party
hereunder, each Party agrees that all such insurance policies carried by the indemnifying
Party shall: (i) be primary to the other Party's insurance; (ii) name the other Party, its parent,
subsidiary, affiliated, and related companies, and its and their working interest owners,
co-lessees, co-owners, partners, joint operators, and joint venturers, if any, and all of their
respective officers, directors, employees and agents as additional insureds; and (iii) be
endorsed to waive subrogation against the other Party, its parent, subsidiary, affiliated, and
related companies, and its and their working interest owners, co-lessees, co-owners, partners,
joint operators, and joint venturers, if any, and all of their respective officers, directors,
employees, consultants, invitees and agents.
C. Each Party shall furnish Certificates of Insurance to the other Party evidencing the insurance
required herein.
D. The types and amounts of insuran<?e required herein shall in no way limit either Party's
indemnity obligations as stated elsewhere in this Agreement (unless otherwise limited under
applicable law).
7. LIABILITIES, RELEASES AND INDEMNIF1CATION:
A. For the purpose of this Article 7, the following definitions shall apply:
(i) "Contractor Group" shall mean: (i) Contractor, its parent, subsidiary and
affiliated or related companies, (ii) its and their working interest owners,
co-lessees, co-owners, partners, joint operators, and joint venturers, if any, and
their respective parents, subsidiary and affiliated or related companies, and (iii)
the officers, directors, employees, agents, consultants and invitees of aU ofthe
foregoing.
(li) "Company Group" shall mean: (i) Company, its parent, subsidiary and
affiliated or related companies, (li) its and their working interest owners,
co.lessees, co--owners, partners, joint operators, and joint venturers, if any, and
their respective parents, subsidiary and affiliated or related companies, and (iii)
the officers, directors, employees, agents, consultants and invitees of all of the
foregoing.
BHI Mnrlp.1 MSA 111 S )P,:u:ifir. Fnp.rnv
B.
c.
D.
E.
F.
.. ---(iii)---"Iaims"shall mean-all-claims, demands, causes of action, liabilities, damages,
judgments, fines, penalties, awards, losses, costs, expenses (including, without
limitation, attorneys' fees and costs of litigation) of any kind or character
arising out of, or related to, the performance of or subject matter of this
Agreement, including, without limitation, property loss, destruction or damage,
personal or bodily injury, sickness, disease or death, loss of services and/or
wages, or loss of consortium or society.
Contractor shall release, indemnify, defend and hold Company Group harmless from
and against any and all Claims brought by, through or derived from any member of
Contractor Group or Contractor Group's subcontractors or their employees, agents
or invitees.
Company shall release. indemnify, defend and hold Contractor Group harmless from
and against any and all Claims brought by, through or derived from any member of
Company Group or Company Group's other contractors or their employees, agents,
consultants or invitees.
In the event this Agreement is subject to the indemnity limitations in Chapter 127 of
the Texas Civil Practices and Remedies Code (or any successor statute), and so long
as such limitations are in force, each Party covenants and agrees to support the
mutual indemnity obligations contained in Paragraphs 7B and 7C above, by carrying
insurance (or qualified self-insurance) of the types and in the amounts not less than
those specified in Article 6 oftms Agreement, for the benefit of the other Party.
Notwithstanding Paragraph 7B above, should any of Contractor's or its
subcontractors' instruments, equipment or tools ("Equipment") become lost or
damaged below the rotary table or in a well, it is understood that Company shall make
a reasonable fishing effort to recover all lost or damaged Equipment. A reasonable
fishing effort is at least three complete attempts to reach and recover aU lost
Equipment, exclusive of attempts to recover cable. Company shall assume the entire
responsibility for such fishing operations in the recovery or attempted recovery of any
such lost or damaged Equipment. None of Contractor's employees are authorized to
do auythingwhatsoever, nor shall any of Contractor's employees be required by
Company to do anything, other than consult in an advisory capacity with Company in
connection with such fishing operations. Should Company fail to recover such
Equipment lost below the rotary table or in a well, or should such Equipment become
damaged below the rotary table or in a well, or damaged during recovery, Company
shall reimburse Contractor the replacement valne of such lost Equipment or for the
cost of repairing any Equipment so damaged. Further, aU risks associated with loss of
or damage to property of Contractor while in the custody and control of Company, or
during transportation arranged by or controlled by Company, shall be borne by
Company.
Notwithstanding anything contained in this Agreement to tbe contrary, to tbe
maximum extent permitted under law, Company sball release, indemnify, defend and
hold Contractor Group and Contractor Group's subcontractors barmless from and
against any and all Claims, asserted by or in favor of any person, party or entity, in
respect of or resulting from: (i) loss of or damage to any well or hole (including tbe cost
of re-drill); (ii) blowout, fire, explosion, cratering or any uncontrolled well condition
(including the costs to control a wild well and tbe removal of debris); (iii) damage to
any reservoir, geological formation or underground strata or the loss of oil or gas
G.
H.
I.
therefrom;-(iv)-theuse-of-eontractod.';roup'sor Contractor Group's subcontractors'
radioactive tools or any contamination resulting therefrom (including retrieval and/or
containment and clean-up); (v) pollution or contamination of any kind (other than
surface spillage of fuels, luhricants, rig sewage or garbage, to the extent attributable to
the negligence of Contractor Group) including but not limited to the cost of control,
removal and clean-up; and/or (vi) damage to, or escape of any substance from any
pipeline, vessel, or storage or production facility.
Company acknowledges and agrees that any drill cuttings and associated
muds/waste materials processed by Contractor pursuant to this Agreement
("Cuttings") shall remain Company's responsibility. Therefore, notwithstanding
anything contained in this Agreement to the contrary, to the maximum extent
permitted under law, Company shall release, indemnify, defend and hold harmless the
Contractor Group and Contractor Group's subcontractors from and against any and
all Claims, asserted by or in favor of any person, party or entity, including without
limitation as a result of contamination of, damage to, or adverse effects on the
environment or any form of property, or any violation or alleged violation of statutes,
ordinances, laws, orders, rules and regulations (including without limitation all claims
for strict liability under the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., or similar applicable state,
local or other statute or regulation), in respect of or resulting from the
transportation, storage, treatment, disposal or handling of the Cuttings by the
Contractor Group, the Contractor Group's subcontractors, or any other person,
party or entity.
THE ASSUMPTIONS AND EXCLUSIONS OF LIABILITY, RELEASES AND
INDEMNITIES SET FORTH IN THIS ARTICLE 7 SHALL APPLY TO ANY
CLAIM(S) WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING,
WITHOUT LIMITATION, PRE-EXISTING CONDmONS, WHETHER SUCH
CONDmONS BE PATENT OR LATENT, THE UNSEAWORTIDNESS OF ANY
VESSEL OR VESSELS, IMPERFECTION OF MATERIAL, DEFECT OR
FAILURE OF EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY
(EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT
LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF STATUTORY'
DUTY, BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR
THE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING THE
INDEMNIFIED PARTY OR PARTIES, WHETHER SUCH NEGLIGENCE BE
SOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE, OR ANY OTHER
THEORY OF LEGAL LIABILITY.
Redress under the indemnity and release provisions set forth in this Article 7 shall be
the exclusive remedy/remedies available to the Parties for the Claims covered by
such provisions.
8. RADIOACTIVE SOURCES:
A. Radioactive sources which may be used in Contractor's selVices are potentially dangerous.
Company agrees to comply with all federal, state and local regulations governing the use and
handling of radioactive sources.
B. In the event a radioactive source becomes stuck in a well, Company, at Company's sole risk
and expense will (i) use special precautions to prevent damaging the source during recovery
operations, and/or (ii) if the source cannot be recovered; isolate the radioactive material by
cementing it in place or by other means consistent with applicable regulations.
C. In the event radioactive tracer material is reversed out or the well screens out, Company,
at Company's sole risk and expense, will contain material into a preconstructed pit or other
suitable containment device.
D. In the event any radioactive contamination results from 8B. or 8C. above, Company, at
Company's sole risk and expense, shall (or cause to be done) decontaminate all personnel,
equipment and environment, as necessary, to applicable regulatory limits.
E. Without limiting the foregoing, if a radioactive source becomes stuck in a well, Contractor
and Company will comply with the procedures set forth in Exhibit A ("Radioactive Source
Procedures") attached hereto.
9. IMPROVEMENTS TO CONTRACTOR'S TECHNOLOGY:
In the event that Contractor owns copyrights, patents, or trade secrets, or has filed patent applications,
with respect to any technology related to the services, products or equipment furnished by Contractor
hereunder, and if Contractor makes any improvements on or to such technology, then Contractor
shall own all such improvements, including drawings, specifications, calculations and other
documents, provided such improvements do not directly embody Company confidential infOlmation.
10. FORCE MAJEuRE:
If either Party is rendered unable, wholly or in material part, by reason of Force Majeure to carry out
any of its obligations hereunder, other than the obligation to pay money and Contractor's standby rate,
if applicable, then on such Party giving notice and particulars in writing to the other Party within a
reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended.
"Force Majeure" shall include acts of God, laws and regulations, strikes, lightning, fire, flood,
washout, storm, breakage or accident to equipment or machinery, and any other causes that are not
reasonably within the control of the Party so affected. If a Force Majeure event exceeds ten (10) days,
then either Party may, upon five (5) days notice to the other Party, cancel the Work under the
applicable scope of work document, or if the Parties agree to resume the Work, then Contractor shall
have the right to renegotiate its prices to suit the then current economic and business conditions.
11. SEVERABU,ITY
If any provision (or portion thereof) of this Agreement shall be declared invalid or unlawful, the
remaining provisions shaH not be affected thereby, and this Agreement shall be constr-ued as if such
invalid or unlawful provision (or portion thereof) had never been contained therein.
12. NOTICE:
All written notice requirements ("Written Notice") under this Agreement shall be addressed as
follows and shall be deemed effectively given and received when: (a) if by air courier, one (1)
Business Day (as defIDed herein) after the date deposited with a recognized camer of overnight mail,
with all freight or other charges prepaid, (b) if by telegram, one (1) Business Day after delivered to
the wire service, (c) if by facsimile or telecopier, upon verified, successful transmittal of all pages,
and (d) if mailed, three (3) Business Days after the date when sent by registered or certified mail,
return receipt requested, postage prepaid.
BHI Mnnel MSA (U S I-Pacific: Enerav
Company:- ------------
Eon tractor: .
Baker Hughes Oilfield Operations, Inc. and
Baker Petrolite Corporation
c/o Baker Hughes Incorporated
Attn: Contracts Administration
2929 Allen Parkway, Suite 2100
Houston, TX 77019-2118
Phone: 713-439-8600
Fax: 713-439-8650
Either Party may change its address by giving Written Notice to the other Party. "Business Day"
shall mean any day but Saturday, Sunday or federal holiday, in which such event the period runs
until the end of the next Business Day.
13. ASSIGNMENT:
Neither Party shall assign all or any part of its rights or obligations under this Agreement without
prior written consent from the other Party. However, each Party shall have the right to freely
assign this Agreement to an affiliate or subsidiary without obtaining the other Party's written
consent.
14. APPLICABLE LAW:
THE PARTIES TO THIS AGREEMENT AGREE THAT THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT
SHALL BE GOVERNED AND CONTROLLED BY THE SUBSTANTIVE LAWS OF THE
STATE OF OKLAHOMA, EXCLUDING ANY CONFLICTS LAWS OR CHOICE OF LAW
PRINCIPLES.
15. WAIVER OF CONSEQUENTIAL DAMAGES:
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR,
AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM, ANY OF ITS
OWN INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OR LOSSES INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSSES
FOR LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFITS, LOST
BUSINESS OR BUSINESS INTERRli'FTIONS, wTIHOUT REGARD TO THE CAUSE(S)
THEREOF INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS,
WllETBERSUCH CONDITIONS BE PATENT OR LATENT, THE UNSEAWORTHINESS
OF ANY. VESSEL OR VESSELS, IMPERFECTION OF MATERIAL, DEFECT OR
FAILURE OF EQUlPMENT, BREACH OF REPRESENTATION OR WARRANTY
(EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY.
TORT,BREAC:H(l1!.C()NrRACT,BREACHOF STATUTORY DUTY, BREACH OF ANY
SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OF ANY
PERSON OR PARTY, INCLUDING THE INDEMNIFIED PARTY OR PARTIES,
WHETHER SUCH NEGLIGENCE BE SOLE, JOINT AND/OR CONCURRENT, ACTIVE
OR PASSIVE, OR ANY OTHER THEORY OF LEGAL LIABILITY.
BHI Mode' MSA (U S )-Pacific Enerov
------- .. -THEPAR'I'IES FURTBE-R-A6RE-E-T-HA-'1'-T-HE-FOR60IN6--RELEASE-OFLIABItlTY
SHALL ALSO EXTEND TO EACH PARTY'S PARENT, SUBSIDIARY, AFFILIATED
AND RELATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS.
16. ARBITRATION:
All disputes (the "Dispute") arising out of or relating to this Agreement or the furnishing of Work
hereunder shall be resolved by final and binding arbitration, as the sole and exclusive remedy of the
Parties as to the Dispute, conducted in accordance with the Commercial Rules of Arbitration of the
American Arbitration Association (the "Rules") which are deemed to be incorporated by reference.
The tribunal shall be composed of one (1) neutral arbitrator if the Dispute involves a maximum
exposure ofless than $1,000,000. If the Parties are unable to agree on a neutral arbitrator, one will
be appointed pursuant to the Rules. If the Dispute involves a maximum exposure in excess of
$1,000,000, then the Tribunal shall consist of three (3) arbitrators, with each Party appointing one
arbitrator, and the two arbitrators so appointed appointing the third arbitrator who shall act as Chair
(the "Tribunal"). The Tribunal shall apply the substantive laws of Oklahoma, excluding conflicts
laws and choice oflaw principles to determine a Dispute. The place of arbitration shall be Houston,
Texas, and the proceedings shall be conducted and concluded as soon as reasonably practicable,
based upon the schedule established by the Tribunal, which the Tribunal may modifY for good
cause shown. No award shall be made for punitive, special, exemplary, or consequential damages
or losses, including loss of profits or loss of business opportunity. Judgment on the award may be
entered in, and enforced by, any court of competent jurisdiction. All statutes of limitation that
would otherwise be applicable shall apply to the Dispute. Any attorney-client privilege and other
protection against disclosure of privileged or confidential information, including without
limitation, any protection afforded the work-product of any attorney, that could otherwise be
claimed by any Party shall be available to, and may be claimed by, any such Party in any arbitration
proceeding. The Parties shall treat all matters relating to the arbitration as confidential. Subject to
either Party's right to cooperate fully with the United States authorities, the Parties understand and
agree that this confidentiality obligation extends to information concerning the fact of any request
for arbitration, any ongoing arbitration, as well as all matters discussed, discovered, or divulged,
(whether voluntarily or by compulsion) during the course of such, arbitration proceeding. It is the
desire of the Parties that any Dispute is resolved efficiently and fairly and the Tribunal shall act in
a manner consistent with these intentions. .
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written and
warrant, individually, that they have the full right, power and authority to enter into this Agreement on behalf
of the respective Parties.
"Company" "Contractor"
-Mjllb'7
O\AKERHUGHESOILFffiLD
OPERATIONS, INC.
By: __
Title: Cfti <SF 6FPUJsfA Title: _________ _
RHI IInnrl .. 1 III ,-p""jfj" Fnprnv
~ L ~ 1 \ ( ) 1
BAKER PETROLITE CORPORATION
By: ~ ~ ~ __ ~ ~ ~ ________ _
BHI Model MSA (U S )-Pacific Enerav
EXHIBIT A
RADIOACTIVE SOURCE PROCEDURES
1. If a tool or drillstring, containing radioactive materials, becomes lodged below the rotary table,
Company will:
A. Make a reasonable effort to recover the source. The recovery effort shall not be performed in
a manner which, in the Contractor's opinion, could result in the rupture of the source capsule.
Contractor will:
A. Provide to the Company a complete description of the instrument or sub inciuding the
specific location of the source capsule in the instrument or sub.
B. Advise the Company and fishing service company that any procedures used must not damage
or rupture the sealed source capsule.
C. Conduct radiation monitoring to check for mud contamination, during any procedure where
Contractor is performing services and mud is being circulated.
D. Notify the Company and fishing service company to immediately cease all operations if
damage to the source capsule is detected.
E. Notify the appropriate governmental agencies as required by applicable regulations.
2. If it becomes apparent that efforts to recover the source will not be successful,
Contractor will:
A. Notify the appropriate governmental agencies by telephone and obtain requisite approval of
abandonment procedures.
B. Advise the Company of the abandonment procedures required based upon prior approval
from the governing agencies.
3. The following steps will be accomplished within thirty (30) days after permission to abandon is
granted,
Company will:
A. Follow all abandonment procedures that were reported to and approved by the appropriate
agencies. Nonnal abandonment procedures for drillstring tools include:
1) Install a deflection device above the source(s) to prevent the source(s) from being
drilled into during other drilling operations. In most cases the Contractor's drill
collar will be used as the deflection device.
2) hnmobilize and seal in place the Contractor's sub(s) containing the sealed source(s)
by cementing operations.
3) Mix red dye into the cement as required.
BHI Model MSA IU S )Pacific Enerav
4}----Fump-enoughcement-to-leave-a-minimuillof-l-OOft-oabovethe-fish.-
5) Mount a permanent identification plaque at the surface of the well or wellhead
unless the mounting of the plaque is not practical.
B. Follow all abandonment procedures that were reported to and approved by the appropriate
agencies. Normal abandonment procedures for wireline instrument tools include:
1) Immobilize and seal in place the Contractor's instrument( s) containing the sealed
source(s) by cementing operations
2) Mix red dye in to the cement as required.
3) Pump enough cement to leave a minimum of 100 ft. above the fish.
4) Install a deflection device above the cement to prevent the source(s) from being
drilled into during other drilling operations.
5) Mount a permanent identification plaque at the surface of the well or wellhead
unless the mounting of the plaque is not practical.
Contractor will:
A. File a written report to the appropriate governmental agencies.
B. Provide to the Company a permanent identification plaque for mounting to the wellhead.
The plaque will:
1) Be constructed of long lasting material,
2) Contain the following information engraved on its face:
the word "CAUTION"
the radiation symbol without color requirement
the date of abandonment
the Company name
the well name and identification number or designation
the sealed source(s) by radionuclide and quantity of activity
.. the source(s) depth and the depth to the top of the plug
an appropriate warning, depending on the specific circumstances of each
abandonment.
4. If damage to the source is detected, the Company will restrict the flow of drilling fluids, and the fluids
coming from the wellhead wiH be contained and isolated in a restricted area.
5. If the environment, any equipment, or personnel are contaminated with radioactive material, the
Company will assure that they are properly decontaminated.
6. If radioactive tracer material supplied by Contractor is reversed from the well, or the well
screens out,
Company will:
A. Reverse the material into a preconstructed pit or suitable transport container that is
specifically established for the event of a reversal or screen out
BHI Model MSA (U S )-Pacific Enerav
---------B;------If-neGessar-y,-deeentaminate-(er--eause-te--be-dene)-aUpersonnel,equipment-and------
environment, to applicable regulatory limits.
Contractor will:
A. Act as consultants only during clean-up and/or decontamination procedures.
B. Notify applicable regulatory agencies as required.
C. Provide necessary written documentation to applicable regulatory agencies.
7. The Company will furnish sufficient space for Contractor to properly store radioactive materials
when those materials are not in use.
BHI Model MSA (U S )-Pacific Enerov
MASTER SERVICE AGREEMENT
This Master SelVice
Oc.;"i,.v-
WHEREAS, COMPANY, directly or through its affiliated companies, is engaged in or is
planning drilling operations related to oil and gas exploration and production that require
specialized selVices, equipment and materials of the type offered by CONTRACTOR;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein cO!'tained, the receipt and sufficiency of which are hereby acknowledged, COMPANY and
CONTRACTOR herebyatJree as follows:
1.0 THE SERVICES
1.1 COMPANY may from time to time request CONTRACTOR to perform certain work
hereunder including, but not limited to, acidizing, fracturing, cementing, sand
control, completion tools, completion fluids, coil tubing, nitrogen, mud, liner
hangers and miscellaneous pressure pumping (the ISelVices"). This Agreement
shall govern all work requested by COMPANY and accepted by CONTRACTOR.
1.2 It is agreed that this Agreement does not obligate COMPANY to order Services
from CONTRACTOR nor does it obligate CONTRACTOR to accept orders for
work, but it shall define the rights, obligations and liabilities of COMPANY and
CONTRACTOR during the term hereof with respect to the matters covered hereby.
1.3 Unless otherwise agreed in writing'by COMPANY and CONTRACTOR, prices for
SelVices performed under this Agreement will be as set forth in CONTRACTOR's
current price list as of the date SelVices are rendered. It is agreed that
CONTRACTOR shall perform all SelVices pursuant to this Agreement as an
independent contractor and neither CONTRACTOR nor its employees, agents or
subcontractors shall be subject to the control or direction of COMPANY as to
details of performing the work. COMPANY shall,,'however, be entitled to make
such inspections as it may deem necessary in furtherance of its interests and to
ensure compliance with this Agreement.
2.0 CONTRACtOR'S PERSONNEL
2.1 CONTRACTOR shall furnish sufficient qualified personnel, both supelVisory and
labor, to perform Services pursuant to this Agreement. In the performance of the
work, CONTRACTOR shall maintain good discipline and order among its
employees and any subcontractor's employees.
2.2 Accommodation, meals and medical care for CONTRACTOR's personnel at the
area of operations and transportation of CONTRACTOR's personnel to and from
the area of operations will be fumished by COMPANY.
2.3 COMPANY shall be responsible for obtaining the necessary permits and
permission for CONTRACTOR and its authorized personnel to enter upon and
operate on the drilling sites. COMPANY shall promptly advise CONTRACTOR of
Standard Pumping Services MSA USA rev0206
EXHIBIT

2
any restrictions, conditions or limitations in COMPANY's rights or permits affecting
the right of entry or operations of CONTRACTOR.
3.0 CONTRACTOR'S EQUIPMENT
3.1 The delivery point of equipment furnished by CONTRACTOR shall be at the well
(the "Delivery Point"). COMPANY shall fumish or cause to be furnished at its
expense transportation for CONTRACTOR's equipment from the Delivery Point to
the first well location and to other well locations thereafter, and return to Delivery
Point upon completion of the related Services.
3.2. CONTRACTOR shall at its sole cost and expense repair and maintain in good
order and condition all equipment furnished by CONTRACTOR.
3.3 COMPANY will not permit any person other than CONTRACTOR's personnel to
operate the equipment furnished hereunder by CONTRACTOR, without prior
written consent of CONTRACTOR. COMPANY agrees that it will not dis.assemble,
dismantle, modify or repair any equipment furnished by CONTRACTOR without
CONTRACTOR's prior written consent. .
3.4 COMPANY and CONTRACTOR agree that title to CONTRACTOR's equipment
will remain with CONTRACTOR at all times. COMPANY agrees to keep
CONTRACTOR's equipment free and clear of any liens, mortgages or other
encumbrances arising through any party other than CONTRACTOR, its employees
and subcontractors.
4.0 CONTRACTOR'S PERFORMANCE
4.1 CONTRACTOR shall conduct all work hereunder in a diligent, skillful and
workmanlike manner in compliance with the agreed scope and terms of the
Services to be provided to COMPANY and in accordance with sound and generally
accepted industry standards. In the event that CONTRACTOR's Services do not
meet the foregoing standards, CONTRACTOR agrees to perform such corrective
services of the type originally performed as may be necessary to correct any such
deficiencies, provided that CONTRACTOR is notified thereof in . writing by
COMPANY prior to CONTRACTOR's departure from the.work site.
4.2 CONTRACTOR shall conduct all work hereunder in conformity with all applicable
local, municipal, state and federal laws, rules and regulations. Upon request of
COMPANY, CONTRACTOR shall furnish copies of any license, permit, bond or
other document maintained in compliance with any law, rule or regulation of any
governmental authority relevant to CONTRACTOR's performance hereunder.
4.3 CONTRACTOR acknowledges that safety is a vital component of its operations
and agrees to follow generally accepted industry standards with respect to the
safety of its performance hereunder. CONTRACTOR shall provide, at
CONTRACTOR's sole cost, all necessary safety equipment related to the
performance of Services by its employees and subcontractors.
5.0 INVOICE AND PAYMENT
Invoices will be sent on a monthly basis to the address given in Section 13.0 hereto
addressed to the attention of the Accounting Department. All invoices shall be due thirty
(30) days from the date of invoice and payable in U.S. Dollars. CONTRACTOR reserves
the right to charge interest on overdue amounts at the maximum rate allowed by
Standard Pumping Services MSA USA reV0206
3
applicable law. In the event of any dispute regarding an invoice, COMPANY agrees to
nevertheless pay the undisputed portion of the invoice on a timely basis. In any action or
proceeding brought in connection with collecting invoice(s), the prevailing party shall be
entitled to recover its court costs and actual attorneys fees.
6.0 INSURANCE REQUIREMENTS
6.1 CONTRACTOR agrees to maintain at all times during the term of this Agreement,
at its sale expense, with reputable insurance companies authorized to provide
coverage for activities in the state or area in which Services are to be performed
hereunder, at least the minimum insurance coverages set forth below. All
deductibles and self-insured retention, if any, shall be for CONTRACTOR's
account. During the term of this Agreement, CONTRACTOR agrees to provide,
upon request of COMPANY, current certificates of insurance evidencing that the
required c9verages are ir\ f()fce and effect.
6.2 WORKMEN'S COMPENSATION INSURANCE
1. Which provides benefits of at least those required by the laws of the place of
employment for CONTRACTOR personnel.
2. Which provides benefits at least equal to those required by the law of the place
where any work under this Agreement is being conducted.
6.3 GENERAL PUBLIC LIABILITY INSURANCE
Bodily injury and property damage coverage with limits of not iess the following:
1. Which provide coverage of not less than $300,000 for the death of, or injury to,
anyone person and $1,000,000 for anyone accident.
2. Which provide coverage of not less than $1,000,000 for loss of, or damage to,
property resulting from anyone accident
6.4 AUTOMOBILE PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE
Bodily injury and property damage coverage for use of automobiles, as follows:
1. Which provide coverage of not less than $300,000 for the death of, or injury to,
anyone person and $1,000,000 for each accident.
2. Which provide coverage of Aot less than $1,000,.000 for loss of, or damage to,
property resulting from or arising out of anyone accident.
6.5 CONTRACTOR will require its subcontractors (if any) to maintain workmen's
compensation and generai iiabiilty insurance commensurate with the work being
subcontracted. Any claims against COMPANY arising from any subcontractor's
failure to maintain adequate workmen's compensation and liability insurance shall
be defended or discharged by CONTRACTOR.
6.6 Notwithstanding anything herein to the contrary, CONTRACTOR shall have the
right to self-insure all or any part of the insurance coverage provided for in this
Agreement.. By execution hereof, COMPANY hereby consents to
CONTRACTOR's self-insurance of the insurance coverages provided for in this
Agreement.
Standard Pumping Services MSA USA rev0206
4
6.7 COMPANY agrees to maintain at all times during the term of this Agreement, at its
sale expense, with reputable insurance companies authorized to provide coverage
for activities at the work sites at which Services are provided pursuant to this
Agreement, at least the minimum insurance coverages required by Section 6.0
hereof. All deductibles and self-insured retention, if any, shall be for COMPANY's
account. During the term of this Agreement; COMPANY agrees to provide, upon
request of CONTRACTOR, current certificates of insurance evidencing that the
required coverages are in force and effect.
7.0 TAXES AND DUTIES
All payments to be made by COMPANY pursuant to this Agreement are exclusive of any
excise, sales or business or use taxes, or taxes of a. similar nature, and any other
surcharges applied by any government or local authority, which may lawfully be imposed
on the furnishing' of services, equipment; spare pa,rts, materials,and products; The amount
of any such taxes for which CONTRACTOR may be legally liable shall be added to the
payments required to be made by COMPANY, subject to COMPANY's right to verify the
payment of such taxes upon reasonable request. .
8.0 CONFIDENTIALITY
8.1 COMPANY acknowledges that the design, construction, application and operation
of CONTRACTOR's equipment and Services rendered pursuant to this Agreement
embody proprietary and confidential information, and COMPANY agrees to treat all
such information and data as confidential and not to disclose such information to
any third party without the prior written consent of CONTRACTOR.
8.2 CONTRACTOR agrees to treat as confidential .all data, reports and other
information provided by COMPANY and otherwise obtained with respect to
Services provided pursuant to this Agreement and not to disclose such information
to any third party without the prior written consent of COMPANY.
9.0 WARRANTIES AND DTPA WAIVER
9,1 CONTRACTOR shall have no responsibility for design and engineering work
performed in connection with COMPANY's operations, notwithstanding any relation
or connection to Services provided by CONTRACTOR. CONTRACTOR also
disclaims any warranty or guarantee of interpretations of data provided by
, .. .,.i ... .. .;.,,"' ...... " ... -" ..
9.2 EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED 'PURSUANT TO THE
TERMS OF THIS AGREEMENT, CONTRACTOR MAKES NO WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE), REGARDING THE EQUIPMENT AND SERVICES IT
FURNISHES.
9,3 In the case of materials or equipment furnished by third party vendors or suppliers,
CONTRACTOR shall assign such third party vendor's or supplier's warranty to
COMPANY.
9.4 THE UNDERSIGNED WAIVE THEIR RIGHTS UNDER THE DECEPTIVE TRADE
PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41, ET SEQ.,
BUSINESS & COMMERCE CODE, A LAW THAT CONFERS SPECIAL RIGHTS
Standard Pumping Services MSA USA rev0206
5
ON CONSUMERS. AFTER CONSULTATION WITH AN ATTORNEY OF THEIR
OWN SELECTION, THE UNDERSIGNED VOLUNTARILY CONSENT TO THIS
WAIVER.
10.0 INDEMNITIES
10.1 COMPANY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD
HARMLESS AND RELEASE CONTRACTOR,ITS PARENT, SUBSIDIARY AND
AFFILIATED COMPANIES, AND ITS AND THEIR OFFICERS, DIRECTORS AND
EMPLOYEES (THE "CONTRACTOR GROUP"), FROM AND AGAINST ANY
MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENAL TV OR COST
(INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES)
ARISING IN CONNECTION WITH THIS AGREEMENT THAT IS ASSERTED BY
OR ARISES IN FAVOR OF COMPANY'S EMPLOYEES OR COMPANY'S OTHER
CONTRACTORS OR THEIR EMPLOYEES OR COMPANY'S INVITEES, ON
ACCOUNT OF BODILY INJURY, DEATH OR LOSS OF OR QAMAGE TO
PROpERT'r, Wh"HOOTUMirANDWITHOUTREGARD TO THE CAUSE OR
CAUSES THEREOF, INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR
CONCURRENT NEGLIGENCE OF ANY PARTY OR PARTIES.
10.2 CONTRACTOR AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD
HARMLESS AND RELEASE COMPANY, ITS PARENT, SUBSIDIARY AND
AFFILIATED COMPANIES, AND ITS AND THEIR OFFICERS, DIRECTORS AND
EMPLOYEES (THE "COMPANY GROUP"), FROM AND AGAINST ANY MANNER
OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST (INCLUDING, BUT
NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING IN
CONNECTION WITH THIS AGREEMENT THAT IS ASSERTED BY OR ARISES
IN FAVOR OF CONTRACTOR'S EMPLOYEES OR CONTRACTOR'S
SUBCONTRACTORS OR THEIR EMPLOYEES OR CONTRACTOR'S INVITEES,
ON ACCOUNT OF BODILY INJURY, DEATH OR LOSS OF OR DAMAGE TO
PROPERTY, WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR
CAUSES THEREOF, INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR
CONCURRENT NEGLIGENCE OF ANY PARTY OR PARTIES.
10.3 COMPANY AND CONTRACTOR EACH AGREE TO BE RESPONSIBLE FOR
THEIR RESPECTIVE PROPERTY AND EQUIPMENT AND, EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, HEREBY
RELEASE EACH OTHER OF ANY MANNER OF LIABILITY WHATSOEVER FOR
DAMAGE TO THEIR RESPECTIVE PROPERTY AND EQUIPMENT, WITHOUT
UMITANO WITHOUT ,REGARD. TO THECAUSE .. ,OR CAUSES THEREOF,
INCLUDING STRICT LIABILITY, OR THE SOLE, JOINT OR CONCURRENT
NEGLIGENCE OF ANY PARTY OR PARTIES.
10.4 COMPfo,NY AND CONTRA.CTOR EACH AGREE TO PROTECT, DEFEND,
INDEMNIFY AND HOLD HARMLESS AND RELEASE EACH OTHER AND THEIR
RESPECTIVE PARENT, SUBSIDIARY AND AFFILIATED COMPANIES, AND
THEIR OFFICERS, DIRECTORS AND EMPLOYEES, FROM AND AGAINST ANY
MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE, PENALTY OR COST
(INCLUDING, BUT NOT LIMITED TO, REASONABLE ATIORNEYS' FEES)
ARISING OUT OF OR RELATED TO ANY INJURY OR DEATH OR DAMAGE TO
THE PROPERTY OF ANY THIRD PARTY TO THE EXTENT THAT SUCH
INJURY OR PROPERTY LOSS IS CAUSED BY THE INDEMNIFYING PARTY'S
NEGLIGENCE.
Standard Pumping Services MSA USA revQ206
6
10.5 NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY,
COMPANY AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD
HARMLESS AND RELEASE CONTRACTOR GROUP FROM AND AGAINST
ANY MANNER OF LOSS, LIABILITY, CLAIM, DAMAGE. PENALTY OR COST
(INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES)
ARISING OUT OF OR RELATED TO: (1) PROPERTY INJURY THAT RESULTS
FROM POLLUTION, INCLUDING CLEANUP AND CONTROL OF THE
POLLUTANT; (2) PROPERTY INJURY THAT RESULTS FROM RESERVOIR OR
UNDERGROUND DAMAGE, INCLUDING LOSS OF OIL, GAS, OTHER
MINERAL SUBSTANCE, WATER OR THE WELL BORE ITSELF; (3) PERSONAL
INJURY, DEATH OR PROPERTY INJURY THAT RESULTS FROM THE
PERFORMANCE OF SERVICES TO CONTROL A WILD WELL TO PROTECT
THE SAFETY OF THE GENERAL PUBLIC OR TO PREVENT THE DEPLETION
OF VITAL RESOURCES; (4) COSr OF CONTROL -OF A WILD WELL,
---
FOREGOING HAS BEEN CAUSED BY OR RESULTS FROM (OR IS IN ANY
WAY ATTRIBUTABLE TO, IN WHOLE OR IN -PART) THE ACTIONS,
OMISSIONS, STRICT LIABILITY OR SOLE OR CONCURRENT NEGLIGENCE
OF ANY OF THE CONTRACTOR GROUP, EXCEPT TO THE EXTENT CAUSED
BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE
CONTRACTOR (3ROUP.
10.6 COMPANY AND CONTRACTOR EACH AGREE TO PROVIDE LIABILITY
INSURANCE COVERAGE OR QUALIFIED SELF INSURANCE OF $2,000,000 IN
SUPPORT OF THE FOREGOING INDEMNITY OBLIGATIONS. IT IS
UNDERSTOOD AND AGREED THAT COVERAGES REQUIRED REPRESENT
MINIMUM REQUIREMENTS AND ARE NOT TO BE CONSTRUED TO VOID OR
LIMIT THE INDEMNITIES CONTAINED HEREIN NOR REPRESENT ANY
MANNER OF LIMITATION OF INSURANCE COVERAGE THE PARTIES
HERETO MAY ELECT TO PROVIDE. THE PARTIES AGREE THAT, IN THE
EVENT ANY LAW IS ENACTED (OR IS JUDICIALLY DETERMINED) THAT
LIMITS IN ANY WAY THE EXTENT TO WHICH . INDEMNIFICATION OR
INSURANCE MAY BE PROVIDED TO AN INDEMNITEE, THIS AGREEMENT
SHALL AUTOMATICALLY, WITHOUT ANY ACTION OF THE PARTIES, BE
DEEMED TO BE AMENDED TO PROVIDE THAT THE INDEMNIFICATION OR
INSURANCE PROVIDED HEREUNDER SHALL EXTEND ONLY TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.7 NEITHER COMPANY NOR CONTRACTOR SHALL!?!= LIABLE TO THE OTHER
FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THE!R RESPECTIVE OPERATIONS AT
THE WORK SITE, IRRESPECTIVE OF THE CAUSE OR CAUSES, INCLUDING
STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY.
11,0 REPRESENTATIVES
11.1 CONTRACTOR shall designate in writing to COMPANY the person or persons
who will have supervisory authority over the Services and equipment provided by
CONTRACTOR Notices concerning routine operations may be
transmitted either verbally or by hand-carried written notice to CONTRACTOR's
designated ispresentative.
Standard Pumping Services MSA USA rev0206
7
11.2 COMPANY, shall designate in writing one or more representatives to whom
CONTRACTOR's representatives may deliver any report and with whom
CONTRACTOR's representative may consult in the planning and coordination of
the Services. Instructions given by COMPANY's representatives shall be deemed
those of COMPANY and may be relied upon by CONTRACTOR.
12.0 TERM AND TERMINATION OF AGREEMENT
12.1
12.2
. ~ ... , 1..... '.' ;
This Agreement shall become effective on the day and year first above written and
shall continue in effect for a period of one (1) year subject to termination as
provided herein. The term of this Agreement shall continue from year to year
thereafter, subject to the parties' rights of termination.
Either CONTRACTOR or CQMPANY may terminate this Agreement for any
reason upon thirty (30) days advance written notice to the other party; provided,
however, that any work in progress on the effective date of such termination shail
,be controUedand governed, hereby until' i t s ~ completion. Following notice of
termination, CONTRACTOR shall promptly remove its machinery and equipment
from the work site and 'shall transfer the relevant work reports and other
documents and data concerning the Services provided hereunder to COMPANY or
its designee. COMPANY agrees to pay all applicable charges for Services
rendered by CONTRACTOR through termination of this Agreement.
13.0 NOTICES
Except as otherwise provided for in Section 12.0; any notices required to be given or
otherwise delivered in connection with this Agreement shall be given in writing by mail or,
facsimile transmission to the party being notified or invoiced at the following addresses or '
such other address as shall be properly noticed pursuant to these provisions.
CONTRACTOR:
Mailing Address:
Office Address:
"
:COMpANY:
14.0 FORCE MAJEURE
President, U.S. Operations
BJ Services Company, U.S.A.
P. O. Box4442
Houston, Texas 772104442
4601 Westway Park Blvd.,
Houston, Texas 77041
Phone: (713) 462-4239
Fax:: (713) 8955690
14.1 A delay in or failure to carry out in whole or in material part the duties imposed
upon either party under this Agreement, other than obligations to pay money, shall
not be de.emed to be a breach of this Agreement if such delay or failure results
from force majeure circumstances, including, without limitation, fire, explosion,
labor disturbances, lack or failure of transportation facilities, hurricane,. flood,
Standard Pumping Services MSA USA rev0206
8
drought or by reason of any governmental action or by reason of any other cause,
event, matter or thing that is beyond the control of the party affected.
14.2 The party so affected shall as soon as such a cause or event occurs promptly
notify the other party in writing concerning the cause and the estimated effect and
take reasonable measures With proper dispatch to remedy the condition.
15.0 MISCELLANEOUS
15.1 THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAWS
RULE.
15.2 This Agreement may not be assigned. by either party hereto without the written
consent of the other party.
15.3 No amendment to this Agreement shall be effective unless contained in an
instrument in writing executed by both parties hereof.
"
15.4 If any portion of thisAgreement shall be declared invalid, the Agreement shall
nevertheless continue in force as to those remaining valid provisions.
15.5 This Agreement, together with any referenced attachments, constitutes the entire
agreement of the parties with respect to the subject matter contained herein. In
the event of any conflict between any provision of this Agreement and the terms of
any invoice, bid, price list or other document passed between the parties, the
provisions and terms hereof shall prevail.
15.6 The titles and headings in this Agreement are for organizational purposes only and
are not to be used to construe or interpret the provisions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.
CONTRACTOR
BJ SERVICES COMPANY, U.S.A

,
Name: Kenneth A. Williams
Title: _..!...P.:.::re:::,:::s:!.::id:.:::e"-!,nt!..---:-__
Date: __
I (
Standard Pumping Services MSA USA rev0206
COMPANY

Name: SkA",,e... 15,
Title: I}; (t. pros. ;kf-
Date: Oc.h1v- tD, Luo;
I
PACIFIC ENERGY RESOURCES
March 17, 2009
Susan \Von ley
Baker !lugJ1es BU$incss Support Services
200415
Houston, T"X 772 16-()415
Re; PACIFIC ENERC':tY RESOtrRC.ES L]'D.
DcarMs.
claims of "e.-lulu trude creditors
be bound by the terms of the Order. A copy
To receive ''''''Tn,'n
'-"'-"'H'.'.'.''>' to
For purposes fldmimstraHon oftllis
Ba.f!.kruptcy Comi, the Dehtor or Debtors
Ven.dor program as lluthorizcd by the
above in the "e>n,pn"'''<>n
1. 'O)e eglimated IHllunce of the prcp(ltitiol1
or (Ihe "Trade
2. You will prOVIde open credit terms HS
111 W. Ocean Blvd.
Suitn 1240
Long BMch, CA 90802
Phone: (562) 628-15213 Fmc 628.153
P:2/B
EXHIBIT
3
11RR-17-2009 ::1.6: 57 FROM: PRC1r ''::NE!'1GY 15626291536
'912915824031
3. You agrc4.? that you shall not require a Inm.p sum payment upon confirmation
of a plan in tl1ese chapter 11 cases on account of any adtninisrrative exptm,Re
priority claim. that you may tisert, but instead agree that finch claims win be
paid in the on:liImry rourse oflmsinc-'t($ after oonfimation of n plan under the
Required Trade Terms, jf the plan provides for the ongoing operations of the
Company,
4, You wil1 hereafter extend to the Company the Required Tradc Terms (as
defined itl the Order),
Payment of your Trade Claim in the manner set forth in the Order l.nay onl y occur upon
execution of this Jetter by He duly autllorized of your company and tbo
return oftbis letter to the Company. YOur ex.ecution of this Jettel' agreement and return of
the same to tho Company constitutes an agreement by you and tho Cornpany:
1, To the Required Trado Terms and, if any, the icons and. subject to the
reservations t;loptail'1.ed in the Ord.er. to the amount of the Trad e Claim set forth
above;
2. That during the pefl.dency of tl1e Bankruptcyensol you win continue to supply
the Company with goods andio! services pUO\1.Ulnt to the R.equired Trade
Tcrmfl and. if any, tho Other Terms and. that the Comprruy will pay for !'lttcb
goods in accordance with Required Trade Terms and, if any, the Other Terms;
that you have reviewed the tennsand provisions of the Order and that you
cO:l:lsent to be bound by such tenDS;
3. 1118t you wm not separately scek payment for redamation and similar olaims
unlcs!< your participation in the trane payment program auillorizoo by the
Order (the "Critical Vendot Program") is terminated; in consideration for the
payment described herein. yOli agree not tonlc or otherwise nflsert against any
l'Wd an ofth" Debtors, their estntcfl or any other Pe!;lOl1 or entity Of any oftbeir
assets or property (:real or PCPloua1) any lien (regardless of the
statute or ot:her lcga11lutbority upon which such lien is asserted) related in any
way to any romaining prepe.tition amounts al1egcdly owed to you by the
Debtors arising from agrooments entered into prior to the Petition Pate.
Furthermore. if you have taken steps to file or assert such a Hen prior to
entering intothls letter you agree to take all necessary steps to
remove such Hen as soon as and
4, TI.lat if either Vendor Program Of your
35 provided in rJ,C Ordor, or you later mfuse to C()titinue to !Supply
or provide tn the Debtors (ill the Trade or, if
any, the Othet Terms pCTldency
by yon on .}1cC()tmt
m payment of th,en. outstanding PostlYetition oblig!1tions
you win to
to you on 3CCQUnt of your Criticul VendQr Clni.111 to the extent
the nostrH3tlllOlTI
claims, provision
The Company and you also hereby agree that
the your
clelennined by the Bank-cuptey Court.
not
Sincerely,
PACIFrCENERGY RESOUIlCES L'TD,


ME1 10695526v.1
CERTIFICATE OF SERVICE

I, Katharine L. Mayer, hereby certify that on the 7
th
day of October, 2010, I caused a true and
correct copy of the foregoing Declaration on Behalf of Baker Hughes Incorporateds and BJ Services
Company, U.S.A.s Objection to the First Amended Chapter 11 Plan of Liquidation for pacific Energy
Resources LTD. to be served upon the below listed counsel in the manner so indicated.

/s/ Katharine L. Mayer
Katharine L. Mayer (#3758)

HAND DELIVERY
Laura Davis Jones
Pachulski Stang Ziehl & Jones LLP
919 N. Market Street
17th Floor
Wilmington, DE 19899-8705
U.S. MAIL
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
The United States Trustee
Attn: Joseph McMahon, Esq.
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Lock Box 35
Wilmington, DE 19801

U.S. MAIL
Jeffrey Sabin, Esquire
Steven Wilamowsky, Esquire
Scott K. Seamon, Esquire
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022

HAND DELIVERY
David B. Stratton, Esquire
James C. Carignan, Esquire
Pepper Hamilton LLP
Hercules Plaza, Suite 1500
1313 Market Street
Wilmington, DE 19899

U.S. MAIL
Amy Kyle
Bingham McCutchen
One Federal Street
Boston, MA 01221-1726
HAND DELIVERY
Don A. Beskrone, Esquire
Amanda M. Winfree, Esquire
Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor
Wilmington, DE 19899
U.S. MAIL
Robbin Itkin, Esquire
Katherine Piper, Esquire
Kelly Frazier, Esquire
Steptoe & Johnson LLP
2121 Avenue of the Stars, 28th Floor
Los Angeles, CA 90067
U.S. MAIL
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