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)

) ) )

NOTICE OF AGENDA FOR MATTERS SCHEDULED FOR HEARING ON AUGUST 24, 2010 AT 1:00 P.M. Any party participating telephonically must make arrangements through CourtCall by telephone (866-582-6878) or facsimile (866-533-2946), no later than 12:00 p.m., one (1) business day before the hearing. CONTINUED MATTERS: Request for Payment of Administrative Expenses of the State of Alaska (Filed March 15, 2010; Docket No. 13 94) Related Documents: (a) Notice of Hearing Scheduled by Court (Filed March 16, 2010; Docket No. 13 97)

Objection Deadline: May 12, 2010 at 4:00 p.m. [Extended to one week prior to the October 6, 2010 hearing for the Debtors] Objections/Responses: None to date. Status: This matter is being continued to October 6, 2010 at 10:00 a.m. 2. Cook Inlet Region, Inc.s Administrative Claim Statement (Filed March 15, 2010; Docket No. 1395) Related Documents: (a)
1

Notice of Hearing Scheduled by Court (Filed March 16, 2010; Docket No. 13 98)

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

Objection Deadline: May 12, 2010 at 4:00 p.m. [Extended to one week prior to the October 6, 2010 hearing for Debtors] Objections/Responses: None to date. Status: This matter is being continued to October 6, 2010 at 10:00 a.m. 3. Debtors Motion for Order Implementing Prior Orders of This Court by Authorizing Debtors to Pay Net Proceeds of Certain Collateral to the Debtors Prepetition and Postpetition Lenders (Filed April 30, 2010; Docket No. 156 1) Objection Deadline: May 12, 2010 at 4:00 p.m. Objections/Responses: None to date. (a) Objection of Union Oil Company of California (Filed May 12, 2010; Docket No. 1575)

Status: This matter is being continued to October 6, 2010 at 10:00 a.m. 4. Debtors Objection to Allowance of Claim No. 505 Filed by General Petroleum Corporation or, in the Alternative, Request to Reclassify a Portion of Such Claim (Filed July 1,2010; Docket No. 1670) Objection Deadline: July 21, 2010 at 4:00 p.m. [Extended to one week prior to the October 6, 2010 hearing for General Petroleum Corporation] Objections/Responses: None to date. Status: This matter is continued to October 6, 2010 at 10:00 a.m. pending documentation of a settlement. CONTINUED CLAIM OBJECTIONS: 5. Debtors Second Omnibus Objection (Non-Substantive) to Certain (A) Duplicate Claims; (B) Claims that have been Amended and Superseded; (C) Claims that were filed against the Wrong Debtor; and (D) Claims for which there is Insufficient Documentation (Filed February 22, 2010; Docket No. 1350)

Related Documents: (a) Notice of Submission of Proofs of Claim in Connection with Exhibit D to Second (Non-Substantive) Omnibus Objection to Claims (Claims for Which There is Insufficient Documentation) (Filed March 3, 2010; Docket No. 13 75) [signed] Order Approving Debtors Second Omnibus Objection (NonSubstantive) to Certain (A) Duplicate Claims; (B) Claims that have been Amended and Superseded; (C) Claims that were filed against the Wrong Debtor; and (D) Claims for which there is Insufficient Documentation (Entered March 29, 2010; Docket No. 1454)

(b)

Objection Deadline: March 17, 2010 at 4:00 p.m. [Extended to one week prior to the October 6, 2010 hearing for Marathon Oil] Objections/Responses: (a) Response of California State Controllers Office (Filed March 15, 2010; Docket No. 1391) Status: This matter is resolved. The claim has been withdrawn. (b) Response of Forest Oil Corporation and Forest Alaska Holding LLC (Filed March 17, 2010; Docket No. 1405) Status: This matter is continued to a date to be determined. (c) Response of Marathon Oil (To be filed prior to the October hearing) Status: This matter is continued to October 6, 2010 at 10:00 a.m. UNCONTESTED MATTER: 6. Debtors Third Motion for Order Deeming Certain Claims to have been Satisfied (Filed April 27, 2010; Docket No. 1549) Related Documents: (a) Certification of Counsel re Proposed Revised Order (Filed August 20, 2010; Docket No. 1770)

Objection Deadline: May 12, 2010 at 4:00 p.m. [Extended to one week prior to the October 6, 2010 hearing for Cook Inlet Region, Inc.]

Objections/Responses: (a) Limited Objection of Union Oil Company of California (Filed May 12, 2010; Docket No. 1571) Objection of United States on behalf of the Department of Interior through the Minerals Management Service and the Bureau of Land Management (Filed May 12, 2010; Docket No. 15 74) Objection of Westchester Fire Insurance Company and ACE USA to Debtors Third Motion for Order Deeming Certain Claims to Have Been Satisfied (Filed June 15, 2010; Docket No. 1647)

(b)

(c)

Status: This matter is going forward with respect to claims as to which no objection has been asserted and the claim of Westchester Fire Insurance Company and ACE USA which has been resolved by agreement. The claims of Union Oil Company of California, the Department of the Interior and Cook Inlet Region, Inc. are continued to October 6, 2010 at 10:00 a.m. 7. Motion of Marathon Oil Company for an Order Granting Relief from the Automatic Stay to Permit Marathon Oil Company to Exercise Its Right of Setoff with Respect to PrePetition Claims under 11 U.S.C. Section 553 (Filed August 6,2010; Docket No. 1758) Objection Deadline: August 17, 2010 Objections/Responses: None to date. Status: This matter is going forward. CONTESTED OMNIBUS CLAIM OBJECTION GOING FORWARD: Debtors Third Omnibus Objection (Substantive) to Certain Claims (A) for which the Debtors have No Liability; and (B) which are Overstated and Should be Reduced (Filed February 22, 2010; Docket No. 1351) Related Documents: (a) (b) Notice of Submission of Claims (Filed March 3, 2010; Docket No. 1374) [signed] Order Approving Debtors Third Omnibus Objection (Substantive) to Certain Claims (A) for which the Debtors have No Liability; and (B) which are Overstated and Should be Reduced (Entered March 24, 2010; Docket No. 143 6)

(c)

[signed] Revised Order Approving Debtors Third Omnibus Objection (Substantive) to Certain Claims (A) for which the Debtors have No Liability; and (B) which are Overstated and Should be Reduced (Entered April 1, 2010; Docket No. 1474) [signed] Order Approving Stipulation for Allowance and Payment of Administrative Claim and Allowance of Nonpriority General Unsecured Claim (Medema Throughput) (Entered May 11, 2010; Docket No. 15 69]

(d)

Objection Deadline: March 17, 2010 at 4:00 p.m. [Extended for Marathon Oil to one week prior to the October 6, 2010 hearing] Objections/Responses: (a) Response of Forest Oil Corporation and Forest Alaska Holding LLC (Filed March 17, 2010; Docket No. 1405) Status: This matter is continued to a date to be determined. (b) Response of Cook Inlet Pipe Line Company (Filed March 19, 2010; Docket No. 1412) Supplemental Response of Cook Inlet Pipe Line Company (Filed July 1, 2010; Docket No. 1688) Status: The objection to the claims of Cook Inlet Pipe Line Company is going forward. DISCLOSURE STATEMENT MATTERS: 9. Debtors Motion for an Order (I) Approving The Disclosure Statement; (II) Scheduling Confirmation Hearing; (III) Approving Form And Manner of Notice of Confirmation Hearing; (IV) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject The Joint Plan, Including (A) Approving Form and Contents of Solicitation Package; (B) Establishing Record Date and Approving Procedures for Distribution of Solicitation Packages; (C) Approving Forms of Ballots; (D) Establishing Voting Deadline for Receipt of Ballots and (E) Approving Procedures for Vote Tabulations; (V) Establishing Deadline and Procedures for Filing Objections to Confirmation of The Plan; and (VI) Granting Related Relief (Filed July 21, 2010; Docket No. 1713) Related Documents: (a) Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. (Filed July 21, 2010; Docket No. 1709)

(c)

(b) (c) (d)

[Proposed] Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. (Filed July 21, 2010; Docket No. 1710) Notice of Hearing on Disclosure Statement and Objection Deadline (Filed July 21, 2010; Docket No. 1711) Notice of Filing of Redline Pages to [Proposed] Disclosure Statement (TO BE FILED BY DEBTORS PRIOR TO THE HEARING)

Objection Deadline: August 18, 2010 at 4:00 p.m. [Extended for Union Oil to August 19, 2010 at 4 p.m., solely as to issues involving Cook Inlet Pipeline Company] [Extended for Forest Oil to and including August 19, 2010] [Extended for Marathon Oil and the United States Trustee to and including August 20, 2010] Objections/Responses: (a) Objection of Union Oil Company of California to (A) [Proposed] Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al.; (B) Debtors Motion for an Order Approving the Disclosure Statement (Filed August 18, 2010; Docket No. 1765) Second Objection of Union Oil Company of California to (A) [Proposed] Disclosure Statement in Respect of Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al.; (B) Debtors Motion for an Order Approving the Disclosure Statement (Filed August 19, 2010; Docket No. 1768) Limited Objection of Forest Oil Corporation to Adequacy of Debtors Disclosure Statement (Filed August 19, 2010; Docket No. 1769)

(b)

(c)

Status: This matter is going forward. The Office of the United States Trustee has provided informal comments to the Disclosure Statement.

Dated: August 20, 2010

PACHULSKI STANG ZIEHL & JONES LLP /s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com joneill@pszilaw.com kmakowski(pszj law.com Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-002\DOCS_DE: 162083.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 )

In re:

)
PACIFIC ENERGY RESOURCES LTD., et al., ) Debtors.

) )

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

AFFIDAVIT OF SERVICE
STATE OF DELAWARE COUNTY OF NEW CASTLE

)
) ss:

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 20th day of August 2010 she caused a copy of the following document(s) to be served upon the parties on the attached service lists in the manner indicated:

NOTICE OF MATTERS SCHEDULED FOR HEARING AUGUST 24, 2010 AT 1:00 P.M.

Kkl~leen Forte Finlays4~j Sworn to and Subscribed before me this 010 *17 day of August 2010

Notary Public Commission Exp.:

ci

)nu. O1Lezt )fluL i5, Of/

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

ALL BELOW SERVED VIA FACSIMILE ATTORNEY Joseph McMahon, Esq. (U.S. Trustee) Ira D. Kharasch, Esq. Robert Saunders, Esq. Scotta McFarland, Esq. (counsel to the Debtors) Jeffrey Sabin, Esq. (counsel to the Lenders) Amy Kyle, Esq. (counsel to the Lenders) Seth Jacobson, Esq. (counsel for the Lenders) David B. Stratton, Esq. James C. Carignan, Esq. (counsel for Creditors Committee) Francis J. Lawall, Esq. (counsel for Creditors Committee) 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) Douglas N. Candeub, Esquire (counsel for Cook Inlet Pipe Line Company) Tobey M. Daluz, Esquire (Counsel for Noble Energy, Inc.) (counsel for ACE USA Westchester Fire)
-

FAX NUMBER 302-573-6497 31001-0760

PHONE NUMBER 302-573-6491 310-277-6910

212-752-5378 617-345-5001 312-407-8511 302-421-8390

212-705-7747 617-951-8288 312-407-0889 302-777-6500

215-981-4750 202-429-3902

215-981-4000 202-429-3000

310-734-3300

310-734-3200

302-571-1750 302-252-4466

302-888-6854 302-252-4465

David M. Bennett, Esquire (counsel for Noble Energy, Inc.) Robert McL. Boole, Esquire (counsel for Westchester Fire Ins. Co. and ACE USA)

713-654-1871 215-864-8999

713-654-8111 215-665-8500

Justin W. Dersch, Esquire (counsel for CA State Controllers Office) Robert J. Dehney, Esquire Curtis S. Miller, Esquire Ann C. Cordo, Esquire (counsel for Forest Oil) Steven M. Abramowitz, Esquire (counsel for Forest Oil) Ronald L. Oran, Jr., Esquire (counsel for Forest Oil) Joseph H. Huston, Jr., Esquire Maria Aprile Sawczuk, Esquire (counsel for State of Alaska) Lorenzo Marinuzzi, Esquire (counsel for State of Alaska) Robert W. Mallard, Esquire (counsel for Cook Inlet Region, Inc.) Francis A. Monzco, Jr., Esquire Kevin J. Mangan, Esquire (counsel for Marathon Oil Company) Richard E. Morton, Esquire Matthew E. Ross, Esquire (counsel for Marathon Oil Company) Norman M. Monhait, Esquire (counsel for Union Oil Company of CA) Richard L. Epling, Esquire (counsel for Union Oil Company of CA) Cabot Christianson, Esquire (counsel for Union Oil Company of CA) E. Kathleen Shahan, Esquire (counsel for United States) Ellen W. Slights, Esquire (counsel for the United States) Richard C. Macias, Esquire (counsel for General Petroleum Corp.)

916-322-1220 302-658-3989

916-445-2636 302-658-9200

212-237-0100 713-758-2346 610-371-7972

212-237-0000 713-758-2222 302-425-3310

212-468-7900 302-425-7177 302-252-4330

212-468-8000 302-425-7171 302-252-4320

704-444-9963

704-331-4993

302-658-7567 212-858-1500 907-258-2026 202-307-0494 302-573-6431 213-614-1961

302-656-4433 212-858-1000 907-258-6016 202-307-0249 302-573-6277 213-614-1944

Pacific Energy Local Counsel Service List Case No. 09-10785 Document No. 146724 17 Hand Delivery

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorneys Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue, 8 1h Floor Wilmington, DE 19899 Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Citzens Bank Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899 Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, 12th Floor Wilmington, DE 19801

Counsel for Debtors) Laura Davis Jones, Esquire James E. O!Neill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire Finder, Slanina Liebesman, LLC One Commerce Center 1201 N. Orange S, 7th Floor Wilmington, DE 19801 Hand Delivery (Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP 300 Delaware Avenue, Suite 1010 Wilmington, DE 19801 Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen OConnor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miller, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Phillips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806 Hand Delivery (Counsel for Ramshorn Investments, Inc.) Jonathan L. Parshall, Esquire Murphy & Landon 1011 Centre Road, Suite 210 Wilmington, DE 19805 Hand Delivery (Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899