IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF California )
) ss:

FOR THE DISTRICT OF DELAWARE

Chapter 11

)
Case No. 09- i 0785 (KJC)
)

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

Debtors. )

(Jointly Administered)

DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL

COUNTY OF Los Angeles )

my

I, Peter J. Scribner, hereby declare that the following is true to the best of

knowledge, information and belief:

i. I am a parner of

Windes & McClaughr (the "Firm") which maintains

offices at i i 1 West Ocean Blvd, 22nd Floor, Long Beach, California 90802 and i 820 i Von
Karan Avenue, Suite i 060, Irvine, California 92612.
2. This Affidavit is submitted in connection with an order of

the United

States Banptcy Cour for the District of

Delaware dated March 9, 2009, authorizing the

above-captioned debtors and debtors in possession (the "Debtors") to retain certain professionals
in the ordinar course of business during the pendency of

the Debtors' chapter i i cases (the

"Chapter i 1 Cases").

the Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

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

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 mailng address for all ofthe Debtors is i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90208.

3. The Firm, through me, and members of

the Firm, have represented and

advised the Debtors as accountants with respect to consulting services related to accounting and
financial reporting matters, and tax planning and tax compliance, since 2002.
4. The Debtors have requested, and the Firm has agreed, to continue to

provide services to the Debtors pursuant to section 327 of chapter 11 oftitle 11 of

the United

States Code (the "Bankrptcy Code") with respect to such matters. Additionally, the Debtors
have requested, and the Firm proposes to render, the following services to the Debtors:
consulting services related to accounting and financial reporting matters, tax planning and tax
compliance.
5. The Firm's current customar (hourly) rates, subject to change from time

to time, are $395 for parners, $300 to $225 for senior managers and managers, $200 to $150 for

senior accountats and $140 to $120 for staff accountants In the normal course of business, the
Firm revises its regular (hourly) rates on July 1 st of each year and requests that, effective July 1 st

of each year, the aforementioned rates be revised to the regular (hourly) rates which wil be in
effect at that time.
6. To the best of

my knowledge, formed after due inquiry, neither I, the

Firm, nor any employee thereof has any connection with the Debtors or currently represents any
of their creditors, other parties-in-interest, the Office of

the United States Trustee or any person

employed by the Offce of

the United States Trustee with respect to the matters upon which it is

to be engaged, and the Firm does not, by reason of any direct or indirect relationship to,
connection with, or interest in the Debtors, hold or represent any interest adverse to the Debtors,

their estates or any class of creditors or equity interest holders, except (list in detail).

7. Thus, I believe that the Firm's representation of such entities in matters

entirely unelated to the Debtors is not adverse to the Debtors' interests, or the interests of

their

creditors or estates in respect of the matters for which the Firm wil be engaged, nor wil such
services impair the Firm's ability to represent the Debtors in the ordinary course in these
Chapter 11 Cases.
8. In addition, although unascertainable at this time after due inquiry, due to

the magnitude of

the Debtors' potential universe of creditors and the Firm's clients, the Firm

may have in the past represented, currently represent, and may in the future represent entities that
are claimants of

the Debtors in matters entirely unrelated to the Debtors and their estates. The

Firm does not and wil not represent any such entity in connection with these pending Chapter 11
Cases and does not have any relationship with any such entity, attorneys or accountants that
would be adverse to the Debtors or their estates.
9. In the past year, the Firm has rendered services that have not yet been

biled or that have been biled but with respect to which payment has not yet been received. The
Firm is currently owed none on account of such prepetition services.
10. In light of

the foregoing, I believe that the Firm does not hold or represent

any interest materially adverse to the Debtors, their estates, creditors, or equity interest holders,

as identified to the Firm, with respect to the matters in which the firm wil be engaged.
11. Except as set forth herein, no promises have been received by the Firm or

any parner, associate or other professional thereof as to compensation in connection with these

Chapter 11 Cases other than in accordance with the provisions of the Bankrptcy Code, the

Federal Rules of Bankptcy Procedure, the Local Rules of Banptcy Practice and Procedure
of the United States Banptcy Court for the District of Delaware, and orders of this Court.

12. The Firm furter states that it has not shared, nor agreed to share any
compensation received in connection with these Chapter 11 Cases with another party or person,
other than as permitted by section 504(b) of

the Banptcy Code and Bankrptcy Rule 2016.

13. To the extent that the Debtors and the Firm are part to an engagement

agreement and contemplate that the terms and conditions of that agreement wil govern this

engagement, a copy of the agreement is attached to this Affdavit.

The foregoing constitutes the statement of the Firm pursuant to sections 329 and
504 ofthe Banptcy Code and Federal Rules of

Banptcy Procedure 2014 and 2016(b).

the United States of America

I declare under penalty ofpeijury under the laws of

that the foregoing is true and correct.

Peter J. Scribner, Partner 18201 Von Karan Avenue, Suite 1060 Irvine, CA 92612

t;kp)~

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 at., 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
May, 2009 she caused a copy of

the above-captioned action, and that on the 5th day of

the

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

Disclosure Affidavit of Ordinary Course Professional - Peter J. Scribner of Windes

& McClaughry

DEBRA L. YOUNG NOTARY PUBLIC

STATE OF DELAWARE . ., ," ''''l~,
My OOmii;siol 6pra; Juiy 10, '-IN

DOCS_DE: 147825. 1

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax L.D. # not available); Carneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
i 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 of

the Debtors is 111 W.

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

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09- 10785
Document No. 145745

12 - Hand Delivery
38 - 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

02 - FOREIGN First Class Mail

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Ars, 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, 8th Floor

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

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire
Rosenthal, Monhait & Goddess, P A

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

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, 1ih 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

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

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

Hand Delivery

First Class Mail

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

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

First Class Mail

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

Hand Delivery (Counsel for Marathon Oil Company) Kevin 1. 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
1105 North Market Street, Suite 16th Floor

First Class Mail

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

First Class Mail

Attn: Insolvency

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard,
P.A.

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 Marows Road, 2nd Floor
Newark, DE 19711-5445

500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

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

First Class Mail

SWEPI LP

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

First Class Mail

Noble Energy, Inc.

First Class Mail

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

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire
Skadden, Ars, Slate, Meagher & Flom, LLP 333 West Wacker Drive Chicago, IL 60606-1285

First Class Mail

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

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 A venue

Washington, DC 20554

First Class Mail

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

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

N ew York, NY 10022

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail (Counsel to Goldman Sachs and lAron &

Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

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

First Class Mail

First Class Mail

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

(Counsel for Union Oil Company of California, a California Corporation) Cabot Christianson, Esquire Christianson & Spraker
911 West 8th Avenue, Suite 201

Anchorage, AK 99501

First Class Mail

Linda Lautigar

First Class Mail

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

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

Philadelphia, P A 19103

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: John K. Howie 1000 Louisiana, Suite 550 Houston, Texas 77002

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

Jodie E. Buchman, Esquire

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 II, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

Unsecured Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
(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

First Class Mail

Unsecured (Official Committee of Creditors) Filiberto Agusti, Esquire
Steven Reed, Esquire

First Class Mail

(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

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, ioth Floor Calgary, AB T2P 3C4

First Class Mail

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

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

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

First Class Mail

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

Vancouver, BC V6C 3B9

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 the Americas New York, NY 10104

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203