IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA W ARE

In re:
PACIFIC ENERGY RESOURCES LTD., et ai., i

) )
) ) )

Chapter 11

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

Debtors.

NOTICE OF AGENDA FOR MATTERS SCHEDULED FOR HEARING ON MAY 1.2009 AT 1:00 P.M.
CONTINUED MATTERS:
1. 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)

1, 2009 at 4:00 p.m. (Extended to April

Objection Deadline: April

27, 2009 at 4:00

p.m.)

Objections/Responses:
(a) Response of

the Department of Interior, Minerals Management Service and Bureau of Land Management in Support of Motion (Filed March 30, 2009; Docket No. 126)
United States on behalf of

(b) Response by Medema Family Trust (Filed April 8, 2009; Docket No. 151)
(c) Limited Objection of the Official Committee of

Unsecured Creditors (Filed April

27,2009, Docket No. 223)

(d) Limited Objection by Aera Energy LLC (Filed April

27, 2009; Docket No. 225)

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

Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

(e) Limited Objection of

Union Oil Company of

California (Filed April

27, 2009;

Docket No. 226)

(t) Affdavit of Company of

Cabot Christianson in Support of California (Filed April

Limited Objection of

Union Oil

27, 2009; Docket No. 227) 27, 2009; Docket No. 228)

(g) Limited Objection of

Noble Energy, Inc. (Filed April

Status: This matter is continued to May 13,2009 at 4:30 p.m.

2. Motion of

the 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

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. 18)
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

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 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 12,2009;
Final Hearing on Motion of

Docket No. 69)

(d) Notice of

Filng of

the Execution Versions of

Motion (Filed April

the Exhibits to Debtors' DIP 9, 2009; Docket No. 167)

Objection Deadline: April

13, 2009 at 4:00 p.m. (Extended to April

14, 2009 at 12:00

p.m. for Creditors' Committee) (Extended to May 5, 2009 for u.s. Trustee)
o bj ections/Responses:
Union Oil Company of California (Filed April

(a) Objection of

13, 2009; Docket No.

178)

Status: This matter is continued to May 13,2009 at 4:30 p.m.

UNCONTESTED MATTERS (CERTIFICATIONS OF NO OBJECTION FILED):

3. Debtors' Application Pursuant to Section 327(e) of the Federal Rules of

the Bankptcy Code, Rule 2014 of

Banuptcy Procedure and Local Rule 2014-1 for Authorization to

Employ and Retain Devlin Jensen as Special Canadian Counsel for the Debtors and Debtors in Possession nunc pro tunc to the Petition Date (Filed April 8, 2009; Docket No.
159)

Related Documents:
(a) Certification of

No Objection (Filed April 29, 2009; Docket No. 248)

Objection Deadline: April 24, 2009 at 4:00 p.m.

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

No Objection has been fied with the Court.

the Bankruptcy

4. Debtors' Application Pursuant to Sections 105(a), 327(e), 328 and 330 of

Code for an Order Authorizing the Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporate and Litigation Counsel (Filed April 8, 2009; Docket
No. 160)

Related Documents:
(a) Supplemental Disclosure Declaration of Penelope Parmes in Support of

Debtors'

Application (Filed April 28, 2009; Docket No. 229)

(b) Certification of No Objection (Filed April

29, 2009; Docket No. 249)

Objection Deadline: April 24, 2009 at 4:00 p.m.

Objections/Responses: None to date.

Status: A Certification of

No Objection has been fied with the Cour.

Unsecured Creditors for an Order (1) Providing that

5. Motion of

the Official Committee of

the Committee is Not Authorized or Required to Provide Access to Confidential or Privileged Information; and (II) Granting Related Relief Effective nunc pro tunc to 10, 2009; Docket No. 172) March 19,2009 (Filed April
Related Documents:
(a) Certification of No Objection (Filed April

29, 2009; Docket No. 251)

Objection Deadline: April 24, 2009 at 4:00 p.m.

o b jections/Responses:
Status: A Certification of

No Objection has been fied with the Cour.

6. Application for Entry of an Order Authorizing and Approving the Employment of

Steptoe & Johnson LLP as Counsel to the Offcial Committee of Pacific Energy Resources Ltd., et aI., nunc pro tunc to March 19,2009 (Filed April

Unsecured Creditors of
13,

2009; Docket No. 185)

Related Documents:
(a) Notice of Motion (Filed April

13, 2009; Docket No. 186)

(b) Certification of

No Objection (Filed April 24, 2009; Docket No. 252)

Objection Deadline: April 24, 2009 at 4:00 p.m.

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

No Objection has been fied with the Court.

7. Application of

the Official Committee of

Unsecured Creditors Pursuant to Fed. R. Ban.

P. 2014(a) for an Order under Sections 328(a) and 1103(a) of

the Banptcy Code

Authorizing the Employment and Retention of Pepper Hamilton LLP as Delaware 14, 2009; Counsel to the Committee, nunc pro tunc to March 19,2009 (Filed April
Docket No. 190)

Related Documents:
(a) Notice of Motion (Filed April

14, 2009; Docket No. 192)

(b) Certification of

No Objection (Filed April

24, 2009; Docket No. 253)

Objection Deadline: April 24, 2009 at 4:00 p.m.

Objections/Responses: None to date.

Status: A Certification of

No Objection has been fied with the Court.

8. Debtors' Application for Entry of an Order Authorizing the Employment and Retention
of Meyers Norris Penny LLP as Auditors to the Debtors nunc pro tunc to the Petition Date (Filed April 14, 2009; Docket No. 195)

Related Documents:
(a) Certification of

No Objection (Filed April 29, 2009; Docket No. 250)

Objection Deadline: April 24, 2009 at 4:00 p.m.

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

No Objection has been filed with the Court.

RESOLVED MATTERS:
9. Debtors' Motion for an Order (A) Fixing the Procedures and Deadlines to File Proofs of
claim, (B) Approving the Form and Manner of Related Relief (Filed April Notice of

Bar Dates, and (C) Granting

15, 2009; Docket No. 201)

Objection Deadline: April 24, 2009 at 4:00 p.m.

o b j ections/Responses:
the Offcial Committee of

(a) Limited Objection of

Unsecured Creditors (Filed April

24,2009; Docket No. 220)

Status: The Committee's objection has been resolved. A revised order wil be submitted

at the hearing.

CONTESTED MATTERS:
10. Motion of the Debtors for Entry of an Order Approving the Services Agreement between

Pacific Energy Resources Ltd., et ai., 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

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

(b) Notice of

Debtors for Entry of an Order Approving the Services Agreement between Pacific Energy Resources Ltd., et ai., Scott W. Winn, and Zolfo Cooper Management, LLC nunc 15, 2009; Docket No. 200) pro tunc to the Petition Date (Filed April
Filng Amendment to Agreement Regarding Motion of

Objection Deadline: April

10, 2009 for the 1, 2009 at 4:00 p.m. (Extended to April Committee and extended for the u.s. Trustee to one week before
the hearing on this matter)

Ob j ections/Responses:

(a) Objection of Official Committee of Unsecured Creditors (Filed April

1 0, 2009;

Docket No. 173)

(b) Supplemental Objection of

the Official Committee of

Unsecured Creditors (Filed

April 14, 2009; Docket No. 189)

Status: This matter is going forward. The United States Trustee has provided informal

comments on this matter.

11. Application of

the 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)
Related Documents:

(a) Notice of

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

(b) Notice of Filing Amendment to Commission and Agency Agreement and Exhibit

A Thereto Regarding the Application (Filed April 14, 2009; Docket No. 188)
Objection Deadline: April 1, 2009 at 4:00 p.m. (Extended to April 10, 2009 for the Committee and extended for the U.S. Trustee to one week before

the hearing on this matter)

o b jections/Responses:
the Official Committee of Unsecured Creditors to Applications of Debtors to Employ (10 Lazard Frres & Co., LLC and 92) Albrecht & Associates, Inc. (Filed April 10, 2009; Docket No. 171)

(a) Objection of

Status: This matter is going forward. The United States Trustee has provided informal

comments on this matter.

12. Debtors' Application Pursuant to U.S.C. Sections 327(a) and 328(a) for Authority to

Retain Lazard Frres & 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)

(b) Notice of Filing Amended Engagement Letter Regarding the Application (Filed
April

14, 2009; Docket No. 187)

10, 2009 for the 1, 2009 at 4:00 p.m. (Extended to April Committee and extended for the U.S. Trustee to one week before
the hearing on this matter)

Objection Deadline: April

o b j ections/Responses:

(a) Objection of

Unsecured Creditors to Applications of the Official Committee of Debtors to Employ (10 Lazard Frres & Co., LLC and 92) Albrecht & Associates, 1 0, 2009; Docket No. 171) Inc. (Filed April

Status: This matter is going forward. The United States Trustee has provided informal

comments on this matter.

13. Debtors' Application for an Order Authorizing Retention of

Milstream Energy, LLC as

Consultant and Assumption of Prepetition Consulting Agreement as Amended PostPetition (Filed April 8,2009; Docket No. 158)

Objection Deadline: April 24, 2009 at 4:00 p.m.

Ob j ections/Responses:
the Official Committee of

(a) Objection of

Unsecured Creditors (Filed April 24,

2009; Docket No. 219)

Status: This matter is going forward. The United States Trustee has provided informal

comments on this matter.

STATUS CONFERENCE:
14. Motion of Union Oil Company of California for Relief from Automatic Stay (Filed
March 23,2009; Docket No. 100)

Related Documents:
(a) Affidavit 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) Affdavit of

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

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

(d) Affidavit of

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

(t) (signed) Order Governing Further Proceedings on Motion of of California for Relief from Automatic Stay (Entered April

Union Oil Company

28, 2009, Docket No.

230)

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

o b jections/Responses:
(a) Objection of

the Debtors (Filed April 8, 2009; Docket No. 150)

the Debtors (Filed April 8, 2009;

(b) Joinder of J. Aron & Company to Objection of Docket

No. 152)
the Official Committee of

(c) Preliminar Objection of

Unsecured Creditors (Filed

April 8,2009; Docket No. 155)

Marathon Oil Company to the Preliminary Objection of

(d) Joinder of Committee of

the Official

Unsecured Creditors (Filed April 8, 2009; Docket No. 156)

Replies:
(a) Reply of

California to Objections to Motion for Relief Union Oil Company of from Automatic Stay (Filed April 10, 2009; Docket No. 174)

(b) Second Affidavit of Kim Smith in Support of Reply of Union Oil Company (Filed April 10,2009; Docket No. 175)

(c) Affidavit of Shannon Martin in Support of Reply of Union Oil Company (Filed April 10,2009; Docket No. 176)
Status: This matter is going forward as a status conference.

Dated: April 29, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Davis Jones (DE Bar No. 2436)

Ir . 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, 17th Floor

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

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones(qpszilaw.com

ikharasch(qpszi law .com

smcfarland(qpszi law.com
rsaunders(pszi law .com i oneil(qpszi law .com
kmakowski(pszi law. com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
68773-00 i \DOCS_DE: i 47207. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE ) Chapter 11
)

In re:

PACIFIC ENERGY RESOURCES LTD., et ai., i

) )
)

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

Debtors.

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 29th day of April, 2008 she caused a copy of the

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

AGENDA NOTICE FOR HEARING SCHEDULED MAY 1,2009 AT 1:00 P.M.

Sworn to and Subscribed before

me this :Jqti day of April 2009

Notary Public
Commission

Odm~~ d-otJ Exp.: ~ iS.

,

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); San Pedro Bay Pipeline Company (1234); Cameros
1 The Debtors in these cases, along with the last four digits of each of Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng 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)

FAX NUMBER 302-573-6497

310-201-0760

PHONE NUMBER
302-573-6491

310-277-6910

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

212-705-7747
617-951-8288

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) Ellen W. Slights, Esq. (counsel for U.S. - Minerals Management Service)
310-734-3300

310-734-3200

302-573-6431

302-573-6277

E. Kathleen Shahan, Esq.

(counsel for U. S. - Minerals Management

202-307-0494

202-307-0249

Service)

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

Cabot Christianson, Esquire (counsel for Union Oil Company of CA)

302-658-7567

302-656-4433

907-258-2026

907-258-6016

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

John C. Siemers, Esquire (counsel for Medema Family Trust)

302-467-4450
907-258-2530 302-652-3117 213-625-0248

302-467-4400

907-276-6100
302-652-3131

Karen M. McKinley, Esquire (counsel for Aera Energy LLC)

Steven E. Rich, Esquire (counsel for Aera Energy LLC)

213-229-9500 713-238-3000

Charles S. Kelley, Esquire Andres G. Romay, Esquire (counsel for Aera Energy LLC) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire
(counsel for Noble Energy Inc.)

713-238-4634

302-252-4466

302-252-4465

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

713-654-1871

713-654-8111

DOCS_DE: 147508. 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
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 Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski 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 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citzens Bank Center, Suite 1401

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

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, ith Floor Wilmington, DE 19801

Vito 1. 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 (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