IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re

) Chapter 11

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

) (Jointly Administered)

Debtors.

) Related to Docket Nos. 550, 551, 552, 553, 620

671, 675, 677 and 684

Hearing Date: August 4, 2009 at 1 :30 p.m. prevailng Eastern time

REPLY TO OBJECTIONS TO DEBTORS' MOTION FOR AN ORDER: (I) APPROVING SALE OF DEBTORS' BETA ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS PURSUANT TO SECTIONS 363(b), (l) AND (m) OF THE BANKRUPTCY CODE; (II) ASSUMING AND ASSIGNING CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (Ill) GRANTING RELATED RELIEF
Pacific Energy Resources Ltd. ("PERL") and the other above-captioned debtors and
debtors in possession (collectively, the "Debtors") hereby reply ("Reply") to each of

the

objections and responses (collectively, the "Objections") to the Debtors' Motionfor an Order:
(I) Approving Sale of Debtors' Beta Assets Free and Clear of All Liens, Claims, Encumbrances
and Other Interests Pursuant to Sections 363(b), (f and (m) of

the Bankruptcy Code; (II)

Assuming and Assigning Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief, fied July 2, 2009 (Docket No. 550) (the "Sale Motion").

i 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, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of the Debtors is 1 i i w. Ocean Boulevard, Suite 1240, Long Beach, CA.

Introduction
1. Consistent with the sale procedures for the Beta Assets (defined below)

approved by this Court (the "Sale Procedures"),2 the Debtors intend to conduct a sale auction for
the Beta Assets on the date of

this Reply. The Debtors wil supplement this fiing once the

identity of

the successful bidder (and back-up bidder) and the terms of a sale transaction have

been finalized.
2. To date, the Debtors have received four Objections to the Sale Motion

from the following parties: (1) the Offcial Committee of Unsecured Creditors (the
"Committee"); (2) Westchester Fire Insurance Company and ACE USA (together, "ACE"); (3)

Area Energy, LLC ("Aera"); and (4) Noble Energy, Inc. ("Noble").
3. The Committee's objection generally mimics its opposition to the

Debtors' Alaska sale motion, in which the Committee argued that the sale process is driven by,
and for the benefit of, the Debtors' lenders (the "Lenders") and constitutes a sub rosa plan. The

Committee now supplements this point with the suggestion that the Debtors' Beta Assets may

yield far more value at some unspecified point in the future. In the interim, the Debtors should
delay the sale process and maintain operations which are already close to breakeven, if only the price of oil goes up by a few dollars per barrel and professional fees are held to an unreasonably
low number. Unfortunately, the Debtors do not have the luxury of betting the solvency of

these

estates on an extremely fickle oil market. The Debtors have ongoing operational expenses

2 The Court approved the Sale Procedures pursuant to the Order (A) Approving Procedures/or Sale o/the Debtors'
Beta Assets; (B) Scheduling Auction and Hearing to Consider Approval o/Sale; (C) Approving Notice 0/ Respective Dates, Times and Places/or Auction and/or Hearing on Approval 0/(1) Sale and (II) Assumption and Assignment 0/

Certain Executory Contracts and Unexpired Leases; (D) Approving Forms o/Notice; and (E) Granting Related Relief, entered July 1, 2009 (Docket No. 533) (the "Sale Procedures Order").
68773-002\DOCS _ LA:205569. 8

associated with the Beta Assets that continue to accrue and no means to pay such expenses once
funding under the Debtors' financing facility terminates on August 4 (if

no sale is approved) or

August 13 (if no sale closes). Even if oil prices were to trend upwards and the Debtors had
adequate cash flow to maintain ordinary course operations, the Debtors would have nothing left

to offer the Lenders in the form of adequate protection. Hence, the Committee's objection to the
Beta Sale offers no realistic alternatives and essentially asks this Court to "roll the dice" on
future oil prices, which incidentally would have to increase exponentially before the value of

the

Beta Assets would approach anything close to the amount required to satisfy the outstanding
secured debt in these cases.
4. ACE, a bond surety, fied a "Protective Objection" stating that the Debtors

cannot convey a bond issued by ACE, but rather must replace it outright. Given that the bond at

issue wil remain in place so long as PERL remains as operator and wil then be replaced by a
new bond arranged through the buyer, ACE should have no objection to the proposed sale of

the

Beta Assets or the terms thereof.

5. Two former owners of

the Beta Assets (Aera and Noble) each fied an

objection to the sale mainly to protect their interests in production payments (or payouts from oil

sales capped at a maximum amount) that Aera and Noble retained when they sold the Beta
Assets to PERL. The Court previously required, in the context of

the Debtors' financing motion,

that the Debtors set aside money in segregated accounts to address the concerns now raised again
by Aera and Noble. The funds in these accounts are currently the subject of

pending adversary

proceedings and wil not be impacted by the proposed sale. The Debtors also wil fund the
segregated accounts with the full amount that Aera and Noble would be entitled to receive in the
68773-002\DOCS _ LA:205 569. 8

form of production payments. Aera and Noble therefore wil not be adversely affected by the
sale. The remaining objections to the sale raised by Aera and Noble relate to plugging and
abandonment obligations associated with the Beta Assets. These objections are addressed by

virtue of the fact that any contemplated buyer of these assets wil be required to assume these
obligations and ensure that such obligations are sufficiently bonded.
6. In sum, none of

the Objections raise issues that would preclude approval

of the proposed sale or offer a viable alternative. The harsh reality facing these estates is that,
absent a sale, the Debtors wil

lose access to financing and wil be forced to terminate operations

and convert these cases to chapter 7.

Back!!round
7. The Beta Assets consist generally of

PERL's (a) interests in leased oil and

gas production assets located offshore near Huntington Beach, California and related assets and

contracts (the "Beta Interests") and (b) stock ("Stock") in the San Pedro Bay Pipeline Company
("SPBPCo"), one of

the Debtors,3 which owns a pipeline that runs from the Beta Interests to

shore (the Beta Interests and Stock are collectively referred to here in as the "Beta Assets").
8. The Sale Procedures for the Beta Assets included provisions for an auction

of

the Beta Assets and set a hearing on the Sale Motion for August 4,2009 at 1 :30 p.m.

prevailing Eastern time (the "Sale Hearing"). On July 2, 2009, the Debtors filed the Sale Motion and associated notice to counterparies to executory contracts and unexpired leases, which
included a list of

proposed cure amounts for each listed contract and lease. On July 17,2009, the

3 The Debtors fied a motion on July 11,2009 (Docket No. 584) seeking an order of SPBPCo's chapter 11 case upon the closing of the sale of

this Court dismissing the Stock. Such motion is scheduled to be heard at the

Sale Hearing.
68773-002\DOCS _ LA:205 569.8

Debtors fied and served their Amended Notice to Counterparties to Executory Contracts and
Unexpired Leases that May be Assumed and Assigned (Docket No. 620), which included an

amended list of proposed cure amounts for each listed contract and lease.
9. Given the timing of

the auction under the Sale Procedures, the Debtors do

not yet know the identity of

the successful bidder or back-up bidder for the Beta Assets

(together, the "Buyer") or the material terms of

the sale that the Debtors wil propose at the Sale

Hearing. The Debtors wil supplement this filing once such information becomes available.
10. As noted above, the Debtors have received four Objections to the

proposed sale to date. In response to each Objection, the Debtors respectfully state as follows:

Reply to Objections
A. Committee (Docket No. 684)

11. The Committee states that a sale of substantially all of a debtor's assets is
subject to strict scrutiny and objects to the sale of

the Debtors' assets to the Buyer because: (a)

this is a bad time to sell oil and gas properties given anticipated increases in oil prices and credit conditions in the future; (b) the bids received for the Beta Assets do not reflect value added by

the Debtors' postpetition capital improvements; (c) the proposed sale wil not lead to a
confirmable plan given that all proceeds of the sale wil be paid immediately to the Lenders and
there is no carve-out for a wind-down of the applicable estates; ( e) the sale proceeds would
solely benefit the Lenders and not the estates; and (f) the disbursement of

the sale proceeds to the

Lenders would impair the ability of

the Debtors to propose a confirmable plan.

12. As stated in reply to the Committee's objection to the Alaska sale, the
proposed sale of

the Beta Assets is a step towards a confirmable plan. (It also is not a sub rosa
5

68773-002\DOCS _ LA:205569. 8

plan because the only distribution contemplated is a payment to the Lenders from proceeds of
their collateral in accordance with the Court's prior order approving the Debtors' financing

facilty.) The Debtors are seeking a wind-down budget to set aside sufficient funds to satisfy
allowed administrative expenses through the date of the closing of the sale and additional

amounts necessary to confirm a liquidating plan. In addition, as acknowledged in the

Committee's Objection, the Lenders have already carved-out assets for the unsecured creditors in

the form of avoidance actions and the first $2 milion of certain segregated funds that are

currently the subject of conflcting claims, but may yield value for these estates. Committee's
Objection at 6.
13. The Committee's principal new argument in opposition to the sale of

the

Beta Assets is that oil prices may rise and credit conditions may improve in the future. The
Committee admits, however, that the Debtors are not yet operating the Beta Assets at breakeven
given current oil prices, even assuming that professional fees are reduced to minimal

levels

(from $1.8 milion per month in the current budget to less than $700,000). Committee
Objection, at 16 ("The Beta Assets impose only a modest cash flow drain."); 8 (from redacted

version: "But an increase (Redacted) would result in a positive cash flow."); Exhibit E (Swamy

Declaration) at ~15 ("the company is close to breakeven... ."); ~24 (redacted). The Committee
provides no means to fund this shortfall other than to speculate on an increase in cash flow due to

a projected and hypothetical rise in oil prices. Of course, oil prices could just as easily go down,

68773-002\DOCS _LA :2055 69.8

which would exacerbate the Debtors' liquidity crunch and lead to certain administrative
mso vency.

. i 4
14. The Committee also ignores that the Lenders would demand adequate

protection for any delay, which the Debtors would be in no position to fund. The Committee
glosses over this point by suggesting that the Lenders have already built up a significant equity cushion given material increases in oil prices over the last few months, but that is in the past and

the Lenders remain hopelessly undersecured. The Debtors would have to establish that the
Lenders are adequately protected going forward with today as the starting point. The Debtors
cannot make this showing.
15. In essence, the Committee is wiling to bet that oil prices wil increase in

the future, but it is not wiling to fund the cost of this venture or to compensate the Lenders for

the increased risk. The Committee has nothing to lose. Unfortunately, even if oil prices increase

substantially, the Lenders wil remain undersecured and unsecured creditors wil remain out of
the money.
16. Notably, the Committee raises no issue with the Debtors' marketing

process or the bids that wil be generated based on current market conditions. The Beta Assets
have been thoroughly marketed since April 2009 and such marketing effort included operational

4 See, e.g., Oil prices on a slippery slope - With supplies 0/ crude far exceeding demand, some are predicting $20-atrade for as little as $20 a barrel by the end of

barrel price, Chicago Tribune, July 7, 2009 ("Downward pressure on oil prices is so great the commodity could what it is trading for currently and an the year, less than one-third of
86 percent drop from its peak last year, analysts said.... The reasons are simple, said Philp Verleger Jr., an expert

on energy markets at the University of Calgary: The stil-sputtering economy has lessened demand at a time when this year has baffed experts because demand there is a big surplus of oiL... The soaring price of energy for much of for everyhing from crude to gasoline is dismaL. The U.S. is mired in recession, and Americans are driving bilions fewer miles than they have in past years."), available at htt://www.chicagotribune.com/usiness/chi-tc-biz-oil0706-0707 -ju\07 ,0,61 0440.story.
68773-002\DOCS _ LA:205 569.8

data with respect to the Debtors' postpetition capital improvements. Therefore, the Debtors

firmly believe that the price to be obtained at auction wil represent the highest and best possible
price that could be obtained for the Beta Assets today.
17. The Debtors do not realistically expect the Beta Assets to garner a bid
high enough to cover the outstanding secured debt of

the Lenders. Nonetheless, a successful bid

would provide direct value to unsecured creditors that would not be obtained in a stand-alone

reorganization. The Buyer would assume potential plugging, abandonment and

decommissioning liabilties (which could be substantial here) and obligations under numerous
leases and contracts, thereby meaningfully reducing the pool of unsecured claims, in addition to

directly benefiting those unsecured contract parties whose claims wil be satisfied in full when
their executory contracts and unexpired leases are assumed.
18. The Committee offers no feasible alternative to the proposed sale and the

Debtors do not have funding to continue operations beyond August 4, 2009 (if no sale is
approved) or August 13,2009 (if

no sale closes). Without funding, the only realistic outcome is

abandonment of

the Debtors' assets and conversion of

these cases to chapter 7. Under the

circumstances, the Debtors submit that proposed sale should be approved notwithstanding the
Committee's objections.

B. ACE USAlestchester Fire Insurance Company (Docket No. 671)

19. ACE does not object to the proposed sale. ACE Objection, at ~1 0 ("ACE
does not object to the proposed sale of

the Stock"). ACE filed its "Protective Objection" in an

the need to replace

"abundance of caution," id. at ~14, and to put the Debtors on notice of

ACE's surety bond in conjunction with the sale, id. at ~~io, 13. ACE contends that its surety
68773-002\DOCS _ LA:205 569.8

bond (the "ACE Surety Bond") may not be assigned because it is a "financial accommodation."
ACE also claims that the Agreement of Indemnity between it and PERL (the "Indemnity
Agreement") is not an executory contract for puroses of section 365 of the Bankptcy Code.

20. In the Sale Motion, the PERL proposes to sell its Stock in its wholly-

owned subsidiary SPBPCo, which owns the San Pedro Bay pipeline and leases a right of way

from the State of California for the pipeline. In connection with the application by SPBPCo to
acquire Lease PRC 5636.1 from the California State Lands Commission ("CSLC"), a surety

bond in the amount of $3 milion was required to be posted. On a CLSC approved bond form,
on March

12, 2008, PERL, as principal, executed a Bond Accompanying Lease for Lease PRC

5636.1 (the "Bond Accompanying Lease"), which supports the lease (or right-of-way grant) that permits the lessee, SPBPCo, to maintain the San Pedro Bay pipeline in state waters (the "San

Pedro Pipeline Lease"). Westchester Fire Insurance Company is the surety under the Bond
Accompanying Lease. In addition, PERL, as indemnitor, executed a Agreement of Indemnity dated March 11, 2008 in consideration of the surety executing the bond. The Indemnity
Agreement provides that PERL would pay a premium and cash collateral as security for the

indemnity obligations. It is the position of CSLC that any assignment, transfer change of control of Lease PRC 5636.1, requires an application to CSLC for approval. CSLC meets on a monthly

basis to consider such applications for approval. The Buyer wil be required to submit an
application for approval by CSLC. As a condition for approval, CSLC wil require that a
replacement surety be submitted prior to approval of

the transfer. Until such time as the

application affecting Lease PRC 5636.1 is docketed on the monthly agenda of CSLC and

approved by CSLC, PERL wil remain as the operator of the San Pedro Bay pipeline and the
68773-002\DOCS _ LA :205 569.8

bond executed by PERL, as principal, wil remain in place. Upon acceptance of the replacement
bond and approval of the application, the Bond Accompanying Lease would be terminated.
21. During a transition period, PERL wil continue to serve as pipeline

operator until CSLC approval is obtained, in which case a replacement bond wil be posted. The
Debtors do not propose to assume the Surety Bond or to assume or assign the Indemnity
Agreement. Hence, ACE's Protective Objection is moot.
C. Noble Ener!!. Inc. (Docket No. 675)

22. Prepetition, Noble sold a portion of

the Beta Assets to PERL and retained

a production payment ("Production Payment") that entitled Noble to a portion of oil sale

proceeds up to $1,333,333.33. In its "Limited Objection," Noble requests that the Purchase and
Sale Agreement ("PSA") with the Buyer exclude from any sale (a) Noble's Production Payment
because it is not property of

PERL's estate but is instead an interest in land that was never

transferred to PERL, and (b) fuds in the Production Payment Reserve Account ($1,286,963.02
as of July 30, 2009) established by the Debtors for payment of any Production Payment amounts

due Noble.5 Noble also requests that the Buyer assume certain potential plugging and
abandonment obligations, as required by the purchase and sale agreement between Noble and
PERL, and that the Buyer show adequate assurance that it can perform these obligations.
5 The Production Payment Reserve Account was created under paragraph 37 of

the Final DIP Financing Order, which provides in part: "In accordance with the DIP Budget attached hereto, the Debtors shall create three separate, interest-bearing reserve accounts (each, a "Production Payment Reserve Account"), which shall be used solely to make Production Payments upon a final and non-appealable order by the Court allowing such Production Payments to be paid to (i) Aera Energy LLC and SWEPI LP, (ii) Noble Energy Inc., and (iii) the Medema Family Trust, John the separate entities named in clauses (i) through (iii) herein, a N. and Debra Robinson or LAB Properties (each of
"Production Payment Recipient"), as the case may be." Final Order Pursuant to 11 u.s.e. 105,361,362,363,
364, 365 and 507: (1) Approving Senior Secured Super Collateral; (3) Granting Liens and Providing Super

petition Financing; (2) Authorizing Use o/Cash priority Post priority Administrative Expense Status; (4) Granting Adequate

Protection; and (5) Modifing Automatic Stay entered June 4, 2009 (Docket No.4 1 5) ("Final DIP Financing

Order").
68773-002\DOCS _ LA:205569.8

io

23. Noble misconstrues the proposed sale transaction. PERL is not selling

Noble's asserted rights in the Production Payment or the funds in the relevant Production
Payment Reserve Account.6 All of

Noble's rights are preserved. The funds representing Noble's

Production Payment shall remain in the relevant Production Payment Reserve Account, pending

the outcome of a pending adversary proceeding between the parties. Additionally, to ensure that
Noble is fully protected, the Debtors are also prepared to increase the amount in Noble's
Production Reserve Account up to the maximum amount to which Noble would be entitled on

account of its Production Payment. Once such additional deposit is made, all of the funds that
could be payable to Noble in accordance with the terms of its Production Payment would be in

the relevant Production Payment Reserve Account. Also, nothing in the Sale Motion, the proposed sale order or contemplated PSA modifies the provisions ofthe Final DIP Financing
Order with respect to the Production Payment Reserve Accounts.
24. As to plugging and abandonment obligations, Noble is asking for

something that is, in all material respects, already in the proposed PSA. The Buyer wil assume
all plugging and abandonment obligations associated with the Beta Assets. PSA 1.14(g).

Noble suggests that the PSA "should" provide for 12 specific items listed by Noble, but the

reality is that the Buyer wil simply step into the shoes of the Debtors for purposes of these

obligations. Noble is entitled to nothing more.

25. Noble further states that the "Buyer needs to provide adequate assurance it
can perform these (plugging and abandonment) obligations. Id., at ~ 13. The Debtors expect that

6 PSA 1 .47(c) ("Excluded Assets" include cash and deposits). See id. 1 .48(t) ("Excluded Liabilities" include

production payments). PSA section references are to the form ofPSA attached to the Sale Motion as an exhibit.
68773-002\DOCS _ LA:205 569.8

11

the Buyer would either post a surety bond in an amount that is satisfactory to the Minerals

Management Service ("MMS") ofthe United States Department ofInterior or would replace
PERL in the existing trust arrangement with the MMS, which is a trust that holds approximately

$98 milion for potential plugging and abandonment obligations (the "Beta Trust").? The
Debtors expect that the Beta Trust wil remain in place during the transition period following the
sale, during which time PERL would remain the operator of the Beta Assets on behalf of the

Buyer. Although the Debtors are not agreeing or admitting that Noble is entitled to any showing
of adequate assurance, if this Court determines that such a showing is necessary or otherwise

requests it, the Debtors wil present satisfactory evidence of adequate assurance at the Sale
Hearing.
D. Aera Ener!! LLC (Docket No. 677)

26. Aera is in the same position as Noble. Like Noble, Aera sold its portion of
the Beta Assets to PERL prepetition and retained a Production Payment of

up to $5,000,000.

Also, Aera states that it acquired the Production Payment of SWEPI LP ("SWEPI"),8 which
retained a Production Payment of

up to $800,000.

27. In its Objection, Aera contends that the Debtors are proposing a sale that is

free and clear of its Production Payment and, instead, should be expressly subject to Aera' s

Production Payment. Aera claims that the Court-ordered amount ($6,300,000)9 in the relevant

Production Payment Reserve Account is insuffcient because it does not include interest,
7 The Beta Trust was established under the Supplemental Bond/or Decommissioning Liabilties Trust Agreement
(per 30 CFR 256.52), dated as of

March 1,2007, among US Bank National Association as trstee, PERL as

"Settlor" and the MMS as "Beneficiary."

8 References below to Aera's Production Payment include SWEPl's Production Payment.

9 $6,302,589.54 as of July 30,2009, including accrued interest.

68773-002\DOCS _LA :205569.8

12

attorneys' fees and Aera's costs, and that it would look to the Buyer to pay these additional
amounts post-closing. Aera also asserts that any Buyer must perform under a sinking fund trust

agreement related to potential decommissioning obligations for the San Pedro Bay pipeline (the

"Pipeline Sinking Fund") by paying all unpaid amounts owed to date and commit to pay all

future amounts into the Pipeline Sinking Fund up to the total amount of $4.3 milion.
28. As stated above with respect to Noble, Aera's Production Payment shall

remain in the Production Payment Reserve Account, pending the outcome of

the parties'

adversary proceeding, and shall not be affected in any way by the sale. The Debtors are also
prepared to increase the amount in Aera's Production Reserve Account up to the maximum
amount to which Aera would be entitled on account of its Production Payment. 10
29. Aera mistakenly asserts that PERL plans to withdraw funds from the Beta

Trust at closing. This is not the case. While PERL continues to operate the Beta Assets during a
transition period following closing, the Beta Trust wil continue to exist, holding approximately

$98 millon for potential plugging and abandonment obligations. Consistent with a suggestion
made by Aera in its Objection, it is expected that the Buyer would seek to substitute for PERL in the Beta Trust when the Buyer is approved as operator by the MMS and succeed to PERL's
rights and obligations thereunder, including all reporting requirements.
30. Aera also requests that the Buyer pay all unpaid amounts due to the

Pipeline Sinking Fund and commit to make future payments. The Debtors expect that the Buyer would make such payments and commitment. Although the Debtors are not agreeing or
10 As stated above, the maximum stated amount of

the Production Payments for Aera is $5,000,000 and SWEPI is

$800,000 for a total for the two of $5,800,000. The Production Payment Reserve Account for Aera was previously
funded with $6,300,000.

68773-002\DOCS _LA:205 569.8

13

admitting that Aera is entitled to any showing of adequate assurance, if this Court determines

that such a showing is necessary or otherwise requests it, the Debtors wil present satisfactory
evidence of adequate assurance at the Sale Hearing.
WHEREFORE, the Debtors respectfully request that this Court overrle each

Objection to the extent set forth herein and, in accordance with the Sale Procedures Order, (i) grant the Sale Motion and authorize the sale of the Beta Assets to the Buyer; (ii) approve the
assumption and assignment of

the Assumed Executory Contracts (as such term is used in the

Sale Motion) to the Buyer; and (iii) grant such other and further relief as is just and proper.

Dated: July 31, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Ira . Khar ch

Maxim B. Li (CA B No. 215852)

Robert M. Sunders (C Bar No. 226172)

James E. 0' . ar No. 4042)

919 North Market Street, 17th Floor

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

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharaschpszjlaw.com

mlitvakpszyjlaw.com
rsaunderspszj law.com

j oneilpszj law .com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _ LA :205 569.8

14

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

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

Debtors. )

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

AFFIDAVIT OF SERVICE

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 3151 day of July, 2009 she caused a copy
of

the following document(s) to be served upon the paries on the attached service lists in the

manner indicated:

Reply to Objections to Debtors' Motion for Order Approving Sale of Debtors' Beta As.sets . ~

g~.~
Kath en Forte Finla son

DEBR L. YOU NOTAR PUIC

STATE OF DELAWAR

otary Public Commission Exp.:

~ 00 exp JY 18. 2011

2qr

1 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 J.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 mailing address for all of

the Debtors is 111 W.

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

Pacific Energy/Objectors to

Beta Sale Service List

Case No. 09-10785
Document No. 151473

Overnight Delivery (Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

03- Hand Delivery

06 - Overnight Delivery

Los Angeles, CA 90071

Overnight Delivery
(Official Committee of

Hand Delivery (Counsel for Westchester Fire Insurance Company and

Noble Energy Inc.)

Unsecured Creditors)

Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, iih Floor Wilmington, DE 19801
Hand Delivery

Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103 Overnight Delivery
(Official Committee of

Unsecured Creditors)

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

1313 Market Street Wilmington, DE 19899

Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

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

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

Philadelphia, P A 19103

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

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.

FAX NUMER
302-573-6497
3 io-201-0760

PHONE NUMBER
302-573-6491

310-277-6910

212-752-5378
617-345-5001

212-705-7747
617-951-8288
312-407 -0889

(counsel to the Lenders) Amy Kyle, Esq.

(counsel to the Lenders)
Seth Jacobson, Esq.

312-407-8511

(counsel for the Lenders)

David B. Stratton, Esq. James C. Carignan, Esq. (counsel for Creditors' Committee)
302-421-8390 302-777-6500

Francis J. Lawall, Esq. (counsel for Creditors' Committee)

Filiberto Agusti, Esq.
Steven Reed, Esq.

215-981-4750 202-429-3902

215-981-4000
202-429-3000

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

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

3 io-734-3300

3 io-734-3200

Norman M. Monhait, Esquire (counsel for Union Oil Company of CA)

Robert R. Leinwand, Esquire (counsel for Whale Building LLC)

302-658-7567

302-656-4433

212-956-2164
302-661-7729

212-603-6300
302-252-4361

Francis A. Monaco, Jr., Esquire Fevin J. Mangan, Esquire (counsel for Marathon Oil)

Wiliam E. Chipman, Jr., Esquire (counsel for Daniel K. Donkel) (counsel for Medema Family Trust)

302-467-4450

302-467 -4400

John C. Siemers, Esquire

907-258-2530 907-279-5358
713-659-2908

907-276-6100
907-276-1711

(counsel for Medema Family Trust)

Christopher M. Brecht, Esquire (counsel for Daniel K. Donkel) Frederick T. Johnson, Esquire (counsel for Digitel Data Joint Venture) Robert W. Mallard, Esquire (counsel for Cook Inlet Region, Inc.)
E. Kathleen Shahan, Esquire (counsel for United States)

713-659-2900
302-425-7171

302-425-7177 202-307-0494
302-573-6431

202-307-0249
302-573-6277 907-222-7107 602-262-5348 302-425-6412 302-425-3310

Ellen W. Slights, Esquire (counsel for United States)

John C. Smith, Esquire

907-222-7199

(counsel for Salamatof)

Gerald K. Smith, Squire

602-734-3834
302-425-6464

(counsel for Salamatof)

Micahel D. DeBaecke, Esquire (counsel for Salamatof) Joseph H. Huston, Jr., Esquire (counsel for State of Alaska)
Lorenzo Marinuzzi, Esquire (counsel for State of Alaska)

6io-371-7972
212-468-7900
302-252-4466

212-468-8000
302-252-4465

Tobey M. Daluz, Esquire

Joshua E. Zugerman, Esquire

(counsel for Westchester Fire Ins. Co. and ACE USA) (counsel for Noble Energy)
Robert McL. Boote, Esquire (counsel for Westchester Fire Ins. Co. and ACE USA)
Steven E. Rich, Esquire (counsel for Aera Energy LLC)
215-864-8999 215-665-8500

213-625-0248

213-229-9500 713-238-3000

Charles S. Kelley, Esquire (counsel for Aera Energy LLC)

713-238-4634

Mitchell E. Ayer, Esquire (counsel for Noble Energy Inc.)

713-654-1871

713-654-8111

DOCS_DE: 15 1274.1

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785
Document No. 145745

13 - Hand Delivery
42 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Offce 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

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

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., 11 th Floor

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

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

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

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., th Floor Wilmington, DE 19801

Hand Delivery

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

First Class Mail

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

Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
(Offcial Committee of

Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

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.)

P.O. Box 7040 Dover, DE 19903

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP

i 105 North Market Street, Suite 16th Floor

First Class Mail

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

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

First Class Mail

Attn: Insolvency

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326

First Class Mail

Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

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

First Class Mail

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

SWEPI LP

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

First Class Mail

Noble Energy, Inc.

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Bankptcy 100 F Street, N.E. Washington, DC 20549

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire
Skadden, Ars, Slate, Meagher & Flom, LLP

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission
445 ith Street, S.W.

155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

Washington, DC 20554

First Class Mail

POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

First Class Mail

(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, AK 99503

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

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

First Class Mail

Linda Lautigar

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735Market Street, 51 st Floor Philadelphia, P A 19103

Bankptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

First Class Mail

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

First Class Mail

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

First Class Mail

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

First Class Mail

First Class Mail
Goldman Sachs E&P Capital
Attn: Matthew C. Tarver

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire

Jodie E. Buchman, Esquire

1000 Louisiana, Suite 550 Houston, Texas 77002

DLA Piper LLP (US)

6225 Smith Avenue

Baltimore, MD 21209

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

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

Greenwich, CT 06830

First Class 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

First Class Mail

Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets
(Official Committee of

First Class Mail

(Counsel to United States Department of Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

Philadelphia, PA 19io3

First Class Mail

(Official Committee of

First Class Mail

Unsecured

Creditors) Filiberto Agusti, Esquire

Steven Reed, Esquire

(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

First Class Mail

Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067
(Official Committee of

Attn: Bankptcy Division

c/o Linda Delgado P.O. Box 579 Bakersfield, CA 93302

First Class Mail

Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77043

First Class Mail

(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

First Class Mail

(Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

First Class Mail

(Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP
1290 Avenue of

First Class Mail

(Counsel for Minerals Management Service) DeAnn L. Owen, Esquire
Offce of

the Americas

New York, NY 10io4

the Solicitor, Rocky Mountain

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)
Marin A. Mooney, Esquire

Region
755 Parfet Street, Suite 151

Lakewood, CO 80215

Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail (Counsel for Amadon Limited and

Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP
1301 Avenue of

the Americas

New York, NY 10019

FOREIGN First Class Mail

TSX

Kerry D. Krochak, RA., LL.R Manager, Listed Issuer Services Toronto Stock Exchange
300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc. 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9