IN THE UNITED STATES BANUPTCY COURT

In re: )
FOR

FOR THE DISTRICT OF DELAWAR

Chapter 11

) )

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

Debtors. )
CONTINUED MATTERS:

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

Related Docket No. 134

AMENDED NOTICE OF AGENDA FOR MATTERS SCHEDULED HEARNG ON APRIL 8. 2009 AT 11:00 A.M.

1. Motion of the Debtors for Entry of an Order Approving the Services Agreement between

Pacific Energy Resources Ltd., et at., Scott W. Winn, and Zolfo Cooper Management,
LLC nunc pro tunc to the Petition Date (Filed March 9,2009; Docket No.5)

Related Documents:

(a) Notice of

Hearng on Motion (Filed March 12,2009; Docket No. 58)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 8, 2009 for the U.S. Trustee and April 10, 2009 for the Committee)
Objections/Responses: None to date.

Status: This matter is continued to April 15,2009 at 1 :00 p.m.

2. Application ofthe Debtors Pursuant to 11 U.S.c. Sections 327(a) and 328(a) for an Order

Authorizing the Employment of Albrecht & Associates, Inc. as Agent for Pacific Energy Resources Ltd. and Pacific Energy Alaska Operating, LLC nunc pro tunc to the Petition Date (Filed March 9, 2009; Docket No.6)

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 Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

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

the Debtors is 111 W.

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

Related Documents:

(a) Notice of

Hearng on Motion (Filed March 12,2009; Docket No. 61)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 8, 2009 for the Committee and the US. Trustee)
Objections/Responses: None to date.
Status: This matter is continued to April 15,2009 at 1:00 p.m.

3. Debtors' Emergency Motion for Authority to Payor Honor Prepetition and Postpetition Obligations to Royalty Interests (Filed March 9,2009; Docket No. 15)
Related Documents:

(a) Notice of

Hearing on Emergency Motion (Filed March 16, 2009; Docket No. 74)

(b) Response of United States on behalf of the Department of Interior, Minerals Motion
Management service and Bureau of Land Management in Support of

(Filed March 30, 2009; Docket No. 126)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 13,2009 for Creditors' Committee and U.S. Trustee and Union Oil)
Objections/Responses: None to date.
Status: This matter is continued to April 15,2009 at 1:00 p.m.

4. Motion ofthe Debtors to Approve Interim and Final Orders Pursuant to 11 U.S.C.

Sections 105,361,362,363,364,365 and 507: (1) Approving Senior Secured

Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing (Filed March 9, 2009; Docket No. 18)
Superpriority Postpetition Financing; (2) Authorizing Use of

Related Documents:
(a) Exhibits to Motion to Approve Interim and Final Orders Pursuant to 11 US.c.

Sections 105,361,362,363,364,365 and 507: (1) Approving Senior Secured

Superpriority Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing (Filed March 9, 2009; Docket No. 19)

(b) (signed) Interim Order Pursuant to 11 U.S.c. Sections 105,361,362,363,364,

365 and 507: (1) Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing (Entered March 10, 2009; Docket No. 42)
(c) Notice of Final Hearing on Motion of

the Debtor to Approve Interim and Final

Orders Pursuant to 11 US.c. Sections 105,361,362,363,364,365 and 507: (1)

Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing (Filed March 12,2009;
Use of

Docket No. 69)

Objection Deadline: April 13, 2009 at 10:00 a.m.

Objections/Responses: None to date.
Status: This matter is continued to April 15,2009 at 1:00 p.m.

5. Debtors' Application Pursuant to US.C. Sections 327(a) and 328(a) for Authority to

Retain Lazard Freres & Co. LLC as Investment Banker to the Debtors nunc pro tunc to the Petition Date (Filed March 9, 2009; Docket No. 32)
Related Documents:

(a) Notice of

Hearing on Application (Filed March 12,2009; Docket No. 67)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 8, 2009 for the Committee and the US. Trustee)
Objections/Responses: None to date.
Status: This matter is continued to April 15,2009 at 1:00 p.m.

6. Motion of

Union Oil Company of California for Relief from Automatic Stay (Filed

March 23,2009; Docket No. 100)

(a) Affdavit of

Kevin A. Tabler (Filed March 23,2009; Docket No. 101)

(b) Exhibit C Part 1 to Tabler Affdavit (Filed March 23, 2009; Docket No. 102)

(c) Affidavit of

Kim Smith (Filed March 24,2009; Docket No. 103)

Brian Findlay (Filed March 24,2009; Docket No. 104)

(d) Affdavit of

(e) Exhibit D to Tabler Affidavit (Filed March 24,2009; Docket No. 105)

Objection Deadline: April 3, 2009 at 4:00 p.m. (Extended to April 8, 2009)

Objections/Responses: None to date.
Status: This matter is continued to April 15,2009 at 1:00 p.m.

UNCONTESTED MATTERS:
7. Motion of

the Debtors Pursuant to Sections 105(a), 327, 328 and 330 ofthe Banptcy
and Compensate Certain Business (Filed March 9,

Code for an Order Authorizing the Debtors to Retain, Employ Professionals Utilized by the Debtors in the Ordinary Course of

2009; Docket No.7)

Related Documents:

(a) Notice of

Hearing on Motion (Filed March 12,2009; Docket No. 59)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the US. Trustee)
Objections/Responses: None to date.

Status: This matter is going forward. The US. Trustee and the Committee have given the Debtors informal comments.
8. Debtors' Motion for an Order Establishing Procedures for Interim Compensation
Pursuant to Section 331 of

the Bankptcy Code (Filed March 9,2009; Docket No.8)

Related Documents:

(a) Notice of

Hearing on Motion (Filed March 12,2009; Docket No. 60)

(b) Certifcation of Counsel re: revised order (Filed April 7, 2009; Docket No.

142)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the US. Trustee)
4

Objections/Responses: None to date.

Status: This matter is going forward. The Committee has provided informal comIents.
A revised order has been fied under Certification of CounseL.

9. Motion ofthe Debtors Pursuant to Bankptcy Code Sections 105(a), 363, and 507(a) for

an Order Authorizing the Debtors to: (I) Pay Prepetition Wages, Salares, Employee

Benefits and Other Compensation; (II) Remit Withholding Obligations; (III) Maintain Employee Compensation and Benefits Programs and Pay Related Administrative Obligations; and (IV) Have Applicable Bans and Other Financial Institutions Receive, Process, Honor and Pay Certain Checks Presented for Payment and Honor Certain Fund Transfer Requests (Filed March 12, 2009; Docket No. 10)
Related Documents:
(a) (signed) Interim Order (Entered March 10, 2009; Docket No. 45)

(b) Notice of

Order on Motion ofthe Debtors Pursuant to Bankptcy Code Sections 105(a), 363, and 507(a) for an Order Authorizing the Debtors (I) Pay Prepetition Wages, Salares, Employee Benefits and Other Compensation; (II) Remit Withholding Obligations; (III) Maintain Employee Compensation and Benefits Programs and Pay Related Administrative Obligations; and (IV) Have Applicable Banks and Other Financial Institutions Receive, Process, Honor and Pay Certain Checks Presented for Payment and Honor Certain Fund Transfer Requests (Filed March 12; Docket No. 64)
Entry of No Objection re: supplemental order (Filed April

(c) Certification of

7, 2009;

Docket No. 136)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the U.S. Trustee)
Objections/Responses: None to date.

Status: An order was entered on March 10,2009, granting this Motion except for the

provisions that relate to (i) the payment of prepetition amounts due to agencies supplying temporary employees to the Debtors and (ii) the payout of accrued
vacation time to employees upon termination. The hearng on these two

provisions of the Motion wil go forward. A supplemental order and a

Certificate of No Objection have been fied.

10. Motion of

Procedures for Determining Adequate Assurance of

the Debtors for an Order Under Section 366 ofthe Bankptcy Code (A) Prohibiting Utility Providers From Altering, Refusing or Discontinuing Service, Future Performance, and (C) Establishing Payment (Filed March 9, 2009;
(B) Deeming Utilities Adequately Assured of

Docket No. 12)

Related Documents:

(a) (signed) Interim Order Under Section 366 of

the Banptcy Code

(A) Prohibiting Utility Providers From Altering, Refusing or Discontinuing Service, (B) Deeming Utilities Adequately Assured of Future Performance, and Payment (C) Establishing Procedures for Determining Adequate Assurance of (Entered March 10, 2009; Docket No. 37)
(b) Notice of Final Hearing on Motion of the the Bankptcy Code (A) Prohibiting Utility Providers from Altering, Refusing or Discontinuing Service, (B) Deeming Utilities Adequately Assured of Future Performance, and (C) Establishing Procedures for Determining Adequate Assurance of Payment (Filed March 12, 2009; Docket No. 65) Entry of Interim Order and Notice of Debtor for an Order Under Section 366 of

(c) Notice of

Filing Revised Exhibit A to Utility Motion (Filed April 1,2009; Docket

No. 128)

(d) Certifcation of

No Objection (Filed April 7, 2009; Docket No. 138)

Objection Deadline: April 1,2009 at 4:00 p.m.

Objections/Responses: None to date.
Status: A certification of

no objection has been fied.

11. Debtors' Application Pursuant to Section 327(a) of the Federal Rules of

the Bankptcy Code, Rule 2014 of

Banptcy Procedure and Local Rule 2014-1 for Authorization to Employ and Retain Pachulski Stang Ziehl & Jones LLP as Counsel for the Debtors and Debtors-in-Possession nunc pro tunc to the Petition Date (Filed March 9,2009; Docket
No. 17)

Related Documents:

(a) Notice of

Hearing on Application (Filed March 12, 2009; Docket No. 66)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the US. Trustee)

Objections/Responses: None to date.

Status: This matter is going forward. The US. Trustee has given informal comments PERL and disclosure regarding the conflicts check on the 5% equity holders of of payments pre-petition. PSZJ has provided the requested information to the U.S. Trustee. The Committee has provided informal comments. A
revised form of order wil be presented.

12. Debtors' Application Pursuant to Section 327(a) of the Federal Rules of

the Banptcy Code, Rule 2014 of

Banptcy Procedure and Local Rule 2014-1 for Authorization to Employ and Retain Schully, Roberts, Slattery & Marino, PLC as Special Oil and Gas and Transactional Counsel for the Debtors and Debtors-in-Possession nunc pro tunc to the

Petition Date (Filed March 19,2009; Docket No. 87)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the U.S. Trustee)
Objections/Responses: None to date.

Status: This matter is going forward. The US. Trustee has given informal comments regarding conflicts check and disclosure of payments pre-petition. Schully has provided information to the United States Trustee. The Committee has

provided informal comments. A revised form order wil be presented.

13. Debtors' Motion for Order Granting an Extension of and Liabilities and Statements of

Time to File Schedules of Assets Financial Affairs (Filed March 20,2009; Docket No.

96)
Related Documents:
(a) Certifcation of No Objection (Filed April

7, 2009; Docket No. 137)

Objection Deadline: April 1,2009 at 4:00 p.m.

Objections/Responses: None to date.
Status: A Certification of

No Objection has been fied.

CONTESTED MATTERS:
14. Motion of

the Debtors for Order Under 11 U.S.C. 105,345,363,364, 1107 and 1108 Existing Bank Accounts, (ii) Continued Use of Existing Business Forms, (iii) Continued Use of Existing Cash Management System, (iv) Providing Administrative Priority Status to Postpetition Intercompany Claims, and (v)
Authorizing (i) Maintenance of

Section 345(b) Deposit and Investment Requirements (Filed March 12, 2009; Docket No.9)
Interim Waiver of

Related Documents:

(a) (signed) Order Authorizing (i) Maintenance of (ii) Continued Use of

Existing Ban Accounts, Existing Cash Management System, (iv) Providing Administrative Priority Status to Postpetition Intercompany Claims, and (v) Interim Waiver of Section 345(b) Deposit and Investment Requirements (Entered March 10,2009; Docket No. 40)
Existing Business Forms, (iii) Continued Use of (1) Entry of Order Authorizing (i) Maintenance of

(b) Notice of

Existing Bank Accounts, (ii) Continued Use of Existing Business Forms, (iii) Continued Use of Existing Cash Management System, (iv) Providing Administrative Priority Status
Section 345(b)

to Postpetition Intercompany Claims, and (v) Interim Waiver of

Deposit and Investment Requirements and (2) Final Hearing on Section 345(b) Waiver (Filed March 12, 2009; Docket No. 62)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 6, 2009 at 9:00 a.m. for the US. Trustee)

Objections/Responses:
(a) Objection of the Offcial Committee of

Unsecured Creditors (Filed April 3, 2009;

Docket No. 133)

Status: This matter is going forward.

15. Motion of

the Debtors for Interim and Final Orders Establishing Procedures and Restrictions on Claims and Equity Transfers (Filed March 9,2009; Docket No. 14)
Related Documents:
(a) (signed) Interim Order Establishing Procedures and Restrictions on claims and

Equity Transfers (Entered March 10, 2009; Docket No. 43)

(b) Notice of Order Establishing Procedures and Restrictions on Claims and Equity

Transfers (Filed March 12,2009; Docket No. 68)

Objection Deadline: April 1,2009 at 4:00 p.m. (Extended to April 3, 2009 for the Committee and April 7, 2009 at 9:00 a.m. for the U.S. Trustee)

Objections/Responses:
(a) Limited Objection ofthe Official Committee of

Unsecured Creditors to Debtors'

Motion (Filed April 3, 2009; Docket No. 132)

(b) Response of

the United States Trustee (Filed April 7, 2009; Docket No. 135)

Status: This matter is going forward.

Dated: April 7, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

La r Davis Jones (DE Bar No. 2436)

Ira . Kharasch (CA Bar No. 109084)

Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones~pszilaw.com

ikharasch(qpszilaw.com
smcfarlandCi~szj law .com

rsaunders~pszilaw.com
i oneil(qpszi law. com

kmakowski(qpszi law .com

(Proposed) Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-00 i \DOCS_DE: i 46823. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE
In re:

) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et at., i

Debtors.

) ) )

Case No. 09- 1 0785 (KJe) (Jointly Administered)

AFFIDAVIT OF SERVICE

STATE OF DELAWARE )
) ss:

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she
is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in

the above-captioned action, and that on the ih day of April, 2008 she caused a copy of the
following document(s) to be served upon the parties on the attached service lists in the manner
indicated:

AMENDED AGENDA NOTICE FOR HEARING SCHEDULED APRIL 8,2008 AT 11:00 A.M.

l~
DEBRA L. YOUNG NOTARY PUBLIC
STATE OF DELAWARE
My commission expires July 18, 200

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 1.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of

the Debtors is III W.

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

ALL BELOW SERVED VIA FACSIMILE

ATTORNEY
Joseph McMahon, Esq. (U.S. Trustee) Ira D. Kharasch, Esq.
Robert Saunders, Esq.

FAX

NUMBER

PHONE NUMBER
302-573-6491

302-573-6497 310-201-0760

310-277-6910

Scotta McFarland, Esq. (counsel to the Debtors)

Jeffrey Sabin, Esq.

212-752-5378
617-345-5001 312-407-8511

212-705-7747
617-951-8288

(counsel to the Lenders)

Amy Kyle, Esq.

(counsel to the Lenders)
Seth Jacobson, Esq.

312-407-0889 302-777-6500

(counsel for the Lenders)

David B. Stratton, Esq. James C. Carignan, Esq. (counsel for Creditors' Committee)
Francis J. Lawall, Esq. (counsel for Creditors' Committee)
302-421-8390

215-981-4750 202-429-3902

215-981-4000 202-429-3000

Filiberto Agusti, Esq.

Steven Reed, Esq.

Josehua Taylor, Esq. (counsel for Creditors' Committee)

Robbin Itkin, Esq. Katherine Piper, Esq. Kelly Frazier, Esq. (counsel for Creditors' Committee)

310-734-3300

310-734-3200

Ellen W. Slights, Esq. (counsel for U.S. - Minerals Management Service)

302-573-6431

302-573-6277

E. Kathleen Shahan, Esq. (counsel for U.S. - Minerals Management Service)

202-307-0494

202-307-0249

DOCS_DE: 14671 9. 1

Pacifc Energy Local Counsel

Service List

Case No. 09-10785

Document No. 146724

10 - Hand Delivery

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
((Proposed) Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Hand Delivery (Counsel for the Debtors and Debtors in Possession) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for 1. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Interoffice Pouch to Los Angeles ((Proposed) Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

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 Citzens Ban Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899 Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, iih Floor Wilmington, DE 19801

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

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

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

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery

Unsecured (Official Committee of Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801