IN THE UNTED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:

) Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

) Case No. 09- 10785 (KJC)

) (Jointly Administered)

Debtor.

Requested Deadline for Objections to Sale Procedures: June 24, 2009 at 4:00 p.m. Requested Hearing Date on Sale Procedures: July 1, 2009 at 10:00 a.m.

DEBTORS' MOTION TO SET A HEARNG DATE AND SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A) APPROVING PROCEDURES FOR SALE OF THE DEBTORS' ALASKA ASSETS; (B) SCHEDULING AUCTION AND HEARNG TO CONSIDER APPROVAL OF SALE; (C) APPROVING NOTICE OF RESPECTIVE DATES, TIMES, AND PLACES FOR AUCTION AND FOR HEARNG ON APPROVAL OF (I) SALE AND (II) ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) APPROVING

FORMS OF NOTICE: AND (E) GRATING RELATED RELIEF

Pacific Energy Resources Ltd. ("PERL"),2 Pacific Energy Alaska Holdings, LLC

("PEAR"), Pacific Energy Alaska Operating LLC ("PEAO") and the other above-captioned

debtors and debtors in possession (collectively, the "Debtors") hereby move this Cour (the "Motion to Shorten") for an Order fixing a hearng date and shortening the notice period for
Debtors' Motion for an Order (A) Approving Procedures for Sale of the Debtors' Alaska Assets;
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San P~dru Bay Pipdin~ Cumpany (1234); Cam~rus Energy, me. (9487); and Gotland Oil, me. (5463). The address for all of the Debtors is 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA.
2 Capitalized terms that are not expressly defined herein shall have the meanings ascribed to such terms in

the proposed Purchase and Sale Agreement (the "Agreement") between PEAO and PEAR, on the one hand, and the Successful Bidder (defined in the Sale Procedures Motion, as such term is defined herein) for the Alaska Assets, on the other hand, substantially in the form attached to the Sale Procedures Motion as Exhibit A.

68773-002\DOCS _ LA:202498. 7

(B) Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice of
Respective Dates, Times, and Places for Auction and for Hearing on Approval of (1) Sale and (II)

Assumption and assignment of Certain Executory Contracts and Unexpired Leases; (D)
Approving Forms of

Notice; and (E) Granting Related Relief(tlie "Sale Procedures Motion,,).3

The Sale Procedures Motion was fied on the date hereof. Debtors' counsel served the
Sale Procedures Motion by email, fax, via delivery service or first-class U.S. mail on the

following: (i) the Office ofthe United States Trustee; (ii) counsel to the Official Committee of
Unsecured Creditors; (iii) counsel to the Debtors' prepetition and postpetition lenders; and (iv)
those persons who have requested notice pursuant to Rule 2002 of

the Federal Rules of

the natue of the relief

Banptcy Procedure. The Debtors submits that, in light of

requested, no

other or fuher notice need be given.

By the Sale Procedures Motion, the Debtors seek, among other things, approval ofthe
proposed sale procedures substantially in the form set forth in Exhibit B thereto (the "Sale
Procedures") through which they shall determine, in consultation with their debtor in possession
financing lenders (the "Lenders") and the Offcial Committee of

Unsecured Creditors appointed

in these cases (the "Committee"), the highest and best offer for (A) oil and gas production assets
located in Alaska (and related assets and contracts) owned by PEAO and (B) stock owned by

PEAR in a nondebtor corporation that owns a pipeline and terminallng facilities in Alaska.
Also, by the Sale Procedures Motion, the Debtors also seek to confirm the date, time and

place of (1) each Auction (as such term is defined in the Sale Procedures) and (2) the hearng to

approve any proposed sale (the "Sale Hearng").

3 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the
Sale Procedures Motion.
68773-002\DOCS _ LA:202498.7

Additionally, by the Sale Procedures Motion, the Debtors also seek approval of (a) the

proposed Notice of Sale Procedures, Auction and Sale Hearing substantially in the form attached

to the Sale Procedures Motion as Exhibit C for service after entr ofthe Sale Procedures Order
on the regular service list; (b) the proposed Notice of Auction and Sale Hearing substantially in
the form attached to the Sale Procedures Motion as Exhibit D for service after entry of

the Sale
parties to Executory Contracts and

Procedures Order on creditors; and (c) Notice to Counter

Unexpired Leases that May Be Assumed and Assigned, including proposed cure amounts,
attached to the Sale Procedures Motion as Exhibit E for service after entry of

the Sale Procedures

Order on contract counterparies and lessors.

As set forth in more detail in the Necessity of Prompt Sale section of

the Sale Procedures

Motion, this Motion to Shorten is based on the need to (a) minimize the Debtors' losses and
protect the value of

the business as a going concern and (b) meet deadlines set forth in an

amendment to the credit agreement (the "Credit Agreement Amendment") anticipated by this

Cour's final order approving the Debtors' debtor in possession loan facility ("DIP Financing

Facility"). The Debtors have incured, and continue to incur, signficant losses with respect to
the Alaska Assets and are unable to generate sufficient positive cash flow to sustain their on-

going operations. Since the Petition Date, these losses have either remained accrued and unpaid

or have been fuded through borrowings under the DIP Financing Facility. As set forth in the
Credit Agreement Amendment, the Debtors must meet a strict schedule for attempting to sell the
Alaska Assets or abandon them: (a) a June 16,2009 deadline to file motion to approve sale to

stalkng horse and associated procedures or, if no stalkng horse, this Motion to approve the Sale
Procedures; (b) a July 16, 2009 deadline for entr of the Sale Procedures Order requested by this
Motion; (c) a July 20,2009 deadline for the Auctions requested by this Motion; (d) a July 27,
68773-002\DOCS _ LA:202498.7

2009 deadline for entr of the Sale Order; ( e) an August 4, 2009 deadline for closing of any
sales (or such later date as may be necessary to obtain regulatory approvals). The Credit
Agreement Amendment also requires the Debtors to file a motion to abandon the Nonoperated

Alaska Interests by June 16,2009 as an alternative to the proposed sale of the Alaska Assets,

which the Debtors have filed concurently with this Motion.

Through this Motion to Shorten, the Debtors seek an order from this Cour approving the

notice procedure described herein and fixing the hearng on the Sale Procedures Motion for July
1,2009, at 10:00 a.m. prevailng Eastern time, which is the next regularly scheduled omnbus

hearng date and time in theses cases, and requiring that objections, if any, to the Sale Procedures
Motion must be filed with the Cour and served upon counsel

listed in the notice ofthe Sale

Procedure Motion by June 24, 2009, at 4:00 p.m. prevailng Eastern time, which is the regular
date for objections to motions set to be heard at the July 1, 2009 omnbus hearng in these cases

pursuant to this Cour's Local Rule 9006-1(c)(iii). By setting the hearng on the Sale Procedure
Motion for July 1, 2009, the Debtors would be able to hold the Auctions on July 20,2009 and
could provide regular notice ofthe Sale Hearing if

it is held on the deadline date of July 27,2009

for entr of

the Sale Order as required by the Credit Agreement Amendment.

Local Rule 9006-1 (c )(i) contemplates 18 days' notice of a hearng in the event a motion

is served by first class mail and 16 days' notice of a hearng in the event a motion is served by

overnght delivery. This Motion to Shorten and the Sale Procedures Motion wil be served on
June 16, 2009 by hand delivery, overnght carer, facsimile transmission and/or electronic mail,
providing 15 days' notice of the requested hearg on the Sale Procedures Motion. Insofar as the

proposed objection deadline provides possible respondents suffcient time to respond, any
possible prejudice is minimaL.
68773-002\DOCS _ LA:202498.7

Plaintiff also proposes to serve any Order entered by the Cour on the Motion to Shorten
by hand delivery, overnght carer, facsimile transmission, and/or electronic mail upon (i) the
Office ofthe United States Trustee; (ii) counsel to the Official Committee of

Unsecured

Creditors; (iii) counsel to the Debtors prepetition and postpetition lenders; and (iv) those persons
who have requested notice pursuant to Rule 2002 of the Federal Rules of

Banptcy Procedure;

within one business day after entry ofthe Order.

Given the natue of the relief

requested in the Sale Procedures Motion, the Debtors

respectfully submit that the notice procedure described above is suffcient to provide paries in
interest an opportity to review and, if necessary, respond to the Sale Procedures Motion.

Accordingly, under the circumstances, the Debtors submit that shortening the time for notice on

the Sale Procedures Motion in accordance with the foregoing wil not prejudice the rights of any
party in interest.

WHEREFORE, the Debtors respectfully request the entry of an Order approving the
shortening of notice, fixing deadlines for responding to the Sale Procedures Motion, scheduling a

hearing on the Sale Procedures Motion, fixing a deadline for submitting bids, fixing an auction

date, fixing deadlines for the Debtors' sale motion and objections thereto, and scheduling a
hearing date on approval of sale, as requested above.

68773-002\DOCS _ LA:202498.7

Dated: June 16, 2009

P ACHUSKl STANG ZIEHL & JONES LLP

By
. Kharasch (CA Bar 0.109084) es E. O'Neil (Bar No. 4042) obert M. Saunders (CA Bar No. 226172) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400

Emai1: ikharasch~pszjlaw.com j oneil~pszyjlaw .com

rsaunders~pszjlaw .com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _ LA:202498.7

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:

) Chapter 11

PACIFIC ENERGY RESOURCES LTD, et al.,l

Debtor.

) Case No. 09-10785 (KJC)

) (Jointly Administered)

ORDER GRATING DEBTORS' MOTION TO SET A HEARNG DATE AND SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A) APPROVING PROCEDURES FOR SALE OF THE DEBTORS' ALASKA ASSETS; (B) SCHEDULING AUCTION AND HEARNG TO CONSIDER APPROVAL OF SALE; (C) APPROVING NOTICE OF RESPECTIVE DATES, TIMES, AND PLACES FOR AUCTION AND FOR HEARNG ON APPROVAL OF (I) SALE AND (II) ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) APPROVING FORMS OF NOTICE: AND (E) GRATING RELATED RELIEF
Upon consideration of Debtors' Motion to Set a Hearing Date and Shorten Notice
on Debtors' Motion for an Order (A) Approving Procedures for Sale of the Debtors' Alaska
Assets; (B) Scheduling Auction and Hearing to Consider Approval of Sale; (C) Approving Notice

of Respective Dates, Times, and Places for Auction and for Hearing on Approval of (1) Sale and
(II) Assumption and assignment of

Certain Executory Contracts and Unexpired Leases; (D)

Approving Forms of

Notice; and (E) Granting Related Relief (the "Motion to Shorten"),2 it is

hereby
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, me. (9487); and Gotland Oil, me. (5463). The address for all of the Debtors is 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA.

2 Unless otherwse defined herein, all capitalized terms shall have the meanings ascribed to them in the
Sale Procedures Motion.

68773-002\DOCS _ LA:202498. 7

ORDERED that the Motion to Shorten is granted; and it is fuher

ORDERED that the hearng on Debtors' Motion for an Order (A) Approving

Procedures for Sale of Debtors' Alaska Assets; (B) Scheduling Auction and Hearing to Consider
Approval of Sale; (C)Approving Notice of Respective Dates, Times, and Places for Auction and

for Hearing on Approval of (1) Sale and (II) Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases; (D) Approving Forms of

Notice; and (E) Granting Related

Notice (Docket No. ~ (the "Sale Procedures Motion") is scheduled for July 1, 2009 at 10:00

a.m. prevailng Eastern Time; and it is fuher

ORDERED that the deadline to object or respond to the Sale Procedures Motion

is set for June 24, 2009 at 4:00 p.m. prevailng Eastern Time; and it is fuher
ORDERED that counsel for the Debtors shall, within one business day of entry of
this Order, serve a copy of

this Order, by hand delivery, overnght carrer, facsimile transmission

and/or electronic mail, on the paries originally served with the Sale Procedures Motion.

Dated: June _, 2009

Honorable Kevin J. Carey

United States Banptcy Judge

68773-002\DOCS _ LA:202498.7

IN THE UNITED STATES BANUPTCY COURT

In re: )
lists in the maner indicated:

FOR THE DISTRICT OF DELAWAR

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et at., 1 )

Case No. 09-10785 (KC)

(Jointly Administered)

Debtors. ))

CERTIFICATE OF SERVICE
I, James E. O'Neill, Esquire, hereby certify that on the 16th day of June, 2009, I

caused a copy of the following documents to be served on the individuals on the attached service

DEBTORS' MOTION TO SET A HEARG DATE AN SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A) APPROVIG PROCEDURS FOR SALE OF THE DEBTORS' ALASKA ASSETS; (B) SCHEDULING AUCTION AN HEARG TO CONSIDER APPROVAL OF SALE; (C) APPROVIG NOTICE OF

RESPECTIV DATES, TIMS, AN PLACES FOR AUCTION AN FOR HEARG ON APPROVAL OF (I SALE AN (I ASSUMTION AN ASSIGNMNT OF CERTAI EXECUTORY CONTRACTS AN UNXPIRD LEASES; (D) APPROVIG FORMS OF NOTICE; AN (E) GRATING RELATED RELIEF; AN
(PROPOSED) ORDER GRATING DEBTORS' MOTION TO SET A HEARG DATE AN SHORTEN NOTICE ON DEBTORS' MOTION FOR AN ORDER (A) APPROVIG
PROCEDURS FOR SALE OF THE DEBTORS' ALASKA ASSETS; (B) SCHEDULING

AUCTION AN HEARG TO CONSIDER APPROVAL OF SALE; (C) APPROVIG NOTICE OF RESPECTIV DATES, TIMS, AN PLACES FOR AUCTION AN FOR HEARG ON APPROVAL OF (I SALE AN (I ASSUMTION AN ASSIGNMNT OF CERTAI EXECUTORY CONTRACTS AN UNXPIRD LEASES; (D) APPROVIG FORMS OF NOTICE; AN (E) GRATING RELATED RELIEF

~0J~

es E. O'Neil (Bar No. 4042)

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-001 \DOCS_DE: 148092.5

Pacific Energy - Real Propert Lease

Counterparies Service List

First Class Mail

John Kuterbach, Division Head Alaska

Case No. 09-10795 (KJC)

Document No. 149471

26 - First Class Mail

Deparment of Environmenta Conservation Air Permits Program Division of Air Quality

Deparment of Environmental Conservation

410 Wiloughby Ave., Ste 303

First Class Mail

John Goll, Regional Director Fred Kig, Director of Leasing Services Minerals Management Service Centerpoint Building 3801 Centerpoint Drive, Suite 500

P.O. Box 11 1800

Juneau, AJ 99811-1800

First Class Mail

Melissa Ainsworth, Bureau of Land Management- Alaska Bureau of Land Management, Alaska State

Anchorage, AJ 99503

Offce

First Class Mail Mr. Kevin R. Banks Acting Director

Temple Davidson, Petroleum Land Manager Natural State of Alaska Deparment of Resources Division of Oil and Gas

6881 Abbott Loop Road Anchorage AK 99507

First Class Mail

Christopher Pace Environmenta Conservation Financial Responsibilty Program Division of Spil Prevention and Response 410 Wiloughby Ave., Ste 303 P.O. Box 111800 Juneau, AK 99811-1800
Deparent of

550 W. 7th Ave, Ste 800

Anchorage, AK 99501-3561

First Class Mail

State of Alaska Mental Heath Trust Natural Resources Deparment of

Division of Oil and Gas

550 W. 7th Ave, Ste 800
Anchorage, AJ 99501-3561

First Class Mail

Jody J. Colombie Special Assistat to the Commission
Alaska Oil & Gas Conservation Commssion

First Class Mail

Mike Franger, Senior Resource Manager Trust Land Offce State of Alaska Mental Heath Trust
Deparment of

333 W. 7th Ave., Ste. 100 Anchorage, AK 9950 I

Natual Resources

First Class Mail Cook Inet Regional (CIRl)

2525 C Street, Suite 500 Anchorage, AJ 99503 Anchorage, AJ 99509-3330

Division of Oil and Gas

718 L Street Suite 202
Anchorage, AJ 99950 I

First Class Mail

Marathon Oil Corporation
3201 C Street, Suite 800

Anchorage, AK 99503

First Class Mail

Aurora Gas Llc

First Class Mail

Federal Oil & Gas Leases Alaska State Offce 6881 Abbott Loop Road Anchorage, AK 99507

6051 N Course Dr Suite 200 Houston, TX 77072

First Class Mail

Chevron Chevron North America Exploration and Production Company Union Oil Company of California 3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

Oil & Gas Lease 2525 C Street, Suite 500 P.O. Box 93330 Anchorage, AK 99507

First Class Mail

OIL & Gas Leases Alaska State Offce 222 West 7th Ave. #13 Anchorage, AK 999513-7504

First Class Mail

Forest Oil Corporation 707 - 17th Street, Suite 3600 Denver, Colorado 80202

First Class Mail

First Class Mail
Bob Tannahil

Pipeline Easements PO Box 93330 Anchorage, AK 99509-9330

Senior Trust Officer

Trust Deparment First National Ban Alaska
PO Box 100720

First Class Mail

Throughput Agreement 4773 Payshere Circle
Chicago,IL 60674

Anchorage, AK 99510-0720

First Class Mail

Anur Tohan

First Class Mail

Throughput Agreement

Assistant Regional Counsel EPA Regional Administrator Att: Underground Injection Control, Groundwater Unit, (OCE-127) Financial

C/O Max D. Medema 2800 Kempton Hils Drive Anchorage, AK 99516

First Class Mail

Federal Oil & Gas Leases (Cosmopolitan) Alaska OCS Region 3801 Centerpoint Drive, Suite 500 Anchorage, AK 99503

Responsibilty U.S. EP A/egion 10

1200 Sixth Street Seattle, WA 98101

First Class Mail

Federal Oil & Gas Leases (Cosmopolitan) Alaska OCS Region 3801 Centerpoint Drive, Suite 500

First Class Mail

Pipeline Easements PO Box 2682

Kenai, AJ 99611

Anchorage, AJ 99503

First Class Mail Copper River leases (AK)

301 S MAIN ST Midland, TX

First Class Mail

Throughput Agreement
PO Box 19046

Green Bay, WI 54307-9046

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785 No. 145745 12 - Hand Delivery 39 - First Class Mail 02 - FOREIGN First Class Mail
Document

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

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire
Skadden Ars, Slate, Meagher & Flom LLP

Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire
Katheen P. Makowski, Esquire

Pachulski Stag Ziehl & Jones LLP

919 North Market Street, 17th Floor

One Rodney Square P.O. Box 636 Wilmington, DE 19899

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

P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles

Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., II th 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 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Bank Center, Suite 1401

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

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

Vito 1. DiMaio 230 N. Market Street Wilmington, DE 1980 I

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

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

First Class Mail

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

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery
(Official Committee of

Unsecured

First Class Mail Secretar of State

Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903

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

1313 Market Street Wilmington, DE 19899

First Class Mail

Secretary of Treasur P.O. Box 7040

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC
222 Delaware Avenue, Suite 150 I

Dover, DE 19903

First Class Mail

Secretar of Treasury

Wilmington, DE 1980 i
Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

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

First Class Mail

Attn: Insolvency

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

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 2120 I

First Class Mail

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Attn: Insolvency Internal Revenue Service
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First Class Mail

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SWEPI LP

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

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Noble Energy, Inc.

First Class Mail

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

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Washington, DC 20549

Ana Meresidis, Esquire

Skadden, Arps, Slate, Meagher & Flom, LLP 333 West Wacker Drive Chicago, IL 60606-1285

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445 iih Street, S.W.

Washington, DC 20554

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

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P.O. Box 1360 Kenai, AK 99611

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Chevron Oil Company
Attn: Steven Lastraps

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(Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

3800 Centerpoint Drive, Suite 100 Anchorage, i\K 99503

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California Franchise Tax Board
Banptcy, BE MSA 345

P.O. Box 2952 Sacramento, CA 95812-2952

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

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California, a California Corporation) Cabot Chiistianson, Esquire Christianson & Spraker
911 West 8th Avenue, Suite 201

Anchorage, AK 99501

First Class Mail

Linda Lautigar

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(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spah Andrews & Ingersoll, LLP
1735 Market Street, 51 5t Floor

Banptcy Coordinator
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Philadelphia, P A 19103

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

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(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Haris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

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

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DLA Piper LLP (US)

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

Greenwich, CT 06830

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Seth E. Jacobson, Esquire

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Management Service)

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(Official Committee of

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Los Angeles, CA 90071

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(Claims representative for the County of Kem)

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the Stars, 28th Floor

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