IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
) ) ) )
) )
)
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

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

Related to Docket Nos. 876, 998, 1048,

1049,1050,1052,1053,1054,1055,1059,
1064 and 1065

Hearing Date: November 3, 2009 at 10:00 a.m. prevailng Eastern time

REPLY TO RESPONSES AND OBJECTIONS TO DEBTORS' MOTION FOR AN ORDER: (A) VACATING THIS COURT'S ABANDONMENT ORDER IN PART FOR CERTAIN ALASKA ASSETS AND (B) AUTHORIZING THE DEBTORS TO SELL SUCH ASSETS TO COOK INLET ENERGY. LLC
The above-captioned debtors and debtors in possession (the "Debtors") hereby

reply to the various responses and objections fied to the Debtors' Motion for an Order (A)
Vacating This Court's Abandonment Order in Part

for Certain Alaska Assets and (B)

Authorizing the Debtors To Sell Such Assets To Cook Inlet Energy, LLC (the "Motion"). By the
Motion, the Debtors seek to (a) vacate this Court's Order Granting Alternative Motion of

the

Debtorsfor an Order Authorizing Abandonment of

Certain Interests in Oil and Gas Properties

in Alaska (Excluding Trading Bay) and Rejection of Exec.utory Contracts Relating Thereto

entered on September 11,2009 (the "Abandonment Order") (Docket No. 876) as it relates to
certain operated and exploratory Alaska assets (the "Sold Assets") that the Debtors now propose
i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax I.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 the Debtors is ILL W. Ocean Boulevard, Si,ite 1240, Long Beach, CA 90802. mailng address for all of

68773-002\DOCS_ SF:6830 i.2

to sell to Cook Inlet Energy, LLC (the "Buyer"); (b) approving the sale of

the Sold Assets free

and clear of all

liens, claims, encumbrances and other interests (except for certain Assumed

Liabilties); and (c) assuming and assigning certain executory contracts and unexpired leases
relating to the Sold Assets pursuant to section 365 of

the Bankptcy Code and Banruptcy Rule

6006. Capitalized terms that are not expressly defined herein shall have the meanings ascribed to
such terms in the Motion.

Preliminary Statement
1. As stated in the Motion, the Debtors have a deal in place with the Buyer to

sell the Sold Assets. Although the Sold Assets have been abandoned, the paries to whom such
assets have been abandoned consent to the sale. In effect; each of the affected landowners,
including state and federal authorities and private paries,

are agreeable to reconveying the

ownership interests in the Sold Assets back to the Debtors' estates (by allowing the Court to vacate the Abandonment Order) so that the estates can then contemporaneously convey these

same properties to the Buyer. Admittedly, unwinding an abandonment of estate property is

somewhat uncommon, but given the consent of all paries involved, there is no legal basis to
deny the Debtors the opportunity to realize material valU:e from the contemplated transaction

while also significantly reducing potential claims againstthe estates in the process.
2. The estates stand to benefit substaiitially from the proposed sale, including

(a) the receipt of $875,000 in sale proceeds;2 (b) payment of certain cure amounts to

2 The Debtors' investment banker Lazard Frres & Co. LLC ("Lazard") would be paid $250,000 of

the sale

proceeds. Lazard has agreed to reduce its minimum fee of $500,000 under its retention order to $250,000.

Consultant Milstream Energy, Inc. would also be paid an amount up to $50,000 from the sale proceeds.

2
68773-002\DOCS _ SF:68301.2

counterparties to leases and contracts that wil be assumed by the Buyer; (c) relief from the
rejection claims of such counterparties; and (d) relief from the anticipated substantial claims of
the State of Alaska and others from the abandonment of the Sold Assets, which wil

likely

inclue potential decommissioning liabilities.3

3. Since the filing of the Motion, the Debtors have been contacted by other

prospective buyers interested in acquiring the Sold Assets. Although no definitive agreements
have been reached, there is a possibility for the estates to realize even more value from the proposed sale if overbids are received and affected landowners consent to such alternative
buyers.

4. A number of responses or objections have been fied to the Motion, none

of

which preclude the relief sought. The Debtors address each response or objection in turn

below.

Reply
5. Union Oil Company of California ("Union"). Union has shown a

tendency in these cases to object to almost any substantive form of relief requested by the

estates, whether the matter at issue directly concerns Union or not. The instant Motion does not

touch upon issues that should be relevant to Union. The Sold Assets are not assets in which

Union has any interest whatsoever. Union has raised some questions about the descriptions of
property that the Debtors propose to convey. These items' have been addressed by corrections to

the exhibits and schedules to the sale agreement with the Buyer.
3 The Debtors expressly reserve all rights to analyze and, if appropriate, to object to any claims that may be

asserted against the estates.

3
68773-002\DOCS _ SF:68301.2

6. Union has also taken the position that the postpetition Amended and

Restated Trading Bay Facilites Agreement, effective September 1, 2009 (the "Facilities

Agreement") between the Debtors and Union, may not be assigned without compliance with its
terms, The Debtors agree. Indeed, the Facilities Agreement was specifically drafted so that the
access rights provided under the agreement could be assigned to a buyer of

the Debtors' assets.

Union, which

The Facilities Agreement states that it is assignable "with written consent of

consent shall not be unreasonably withheld or delayed." Facilities Agreement at ii 10. The
Facilities Agreement goes on to provide that Union is deemed to consent to an assignment upon

entry of an order by this Court approving a sale. Id. Here, the Buyer wil step into the shoes of
the Debtors and wil succeed to all of

the obligations under the agreement, as contemplated

thereby.
7. More generally, Union argues that the entirety of

the Motion should be

denied because the Court canot reconsider the Abandonment Order. First, the Cour has already
suggested that vacatur is the appropriate procedural mechanism for unwinding abandonment.
Second, there is ample authority cited in the Motion for the relief

requested therein. See FED. R.

BANKR. P. 9024 (incorporating FED. R. CIV. P. 60); Woods v. Kenan (In re Woods), 173 F.3d

770, 778 (10th Cir. 1999) (upholding decision to vacate prior order closing the case in order to

permit the sale of oil and gas wells even though the wells had been technically abandoned
pursuant to section 554(c) of the Bankptcy

Code); LPP Mortg., Ltd v. Brinley, 547 F.3d 643,

649 (6th Cir. 2008) ("The banptcy court did not abuse its discretion in determining that the
equities weighed in favor of revoking the abandonment."). Third, even if

unwinding the

4
68773-002\DOCS_SF:68301.2

Abandonment Order were impossible to achieve, the practical reality is that affected landowners

are wiling to reconvey certain property to the estates and the Debtors have made a calculated

business judgment to accept such property for the limited purpose of immediately sellng it to the

Buyer on terms that wil benefit the estates. Union offers no legitimate basis to prevent this
transaction from going forward.
8. Marathon Oil Company ("Marathon"). Like Union, Marathon has been an
active paricipant in these cases. Marathon objects to the Motion on the basis that the Debtors

have not filed schedules to the proposed asset purchase agreement. Of course, Marathon did not

request copies of the schedules prior to the fiing of its objection. (The schedules have now been
provided to Marathon.) There is only one contract in the context of

the proposed sale that affects

Marathon -- a postpetition agreement called the Fuel Gas Purchase and Exchange Agreement,

effective August 13, 2009 (the "Supply Agreement"). The Supply Agreement has expired by its
own terms. Hence, it is entirely within Marathon's discretion whether the Supply Agreement
may be amended or renegotiated with the Buyer. Aside from the assignment to the Buyer,
nothing in the Motion attempts to modify the terms of the Supply Agreement.
9. State of Alaska (the "State"). The State has objected to the amount of

certain cure payments proposed by the Debtors in conjunction with the sale. Specifically, the
State asserts that (a) approximately $250,000 in property

taxes, interest and penalties are owed

with respect to certain of

the Sold Assets, and (b) approximately $205,000 in winterizing costs

have been incurred by the State from and after the date of abandonment. As to any unpaid taxes,
the Debtors and the Buyer have agreed that the Buyer will be responsible for any taxes incurred

5
68773-002\DOCS _ SF:6830 1.2

with respect to the Sold Assets from and after the date of entry of

the Abandonment Order, and

the Debtors wil be responsible for any taxes incurred during the pre-abandonment period. With
respect to winterizing costs, the Debtors understand that the State and the Buyer are discussing a

methodology for addressing these claims. The Debtors are not wiling to assume these
obligations because they necessarily arose post-abandonment.
10. United States, on behalf of the Department of

the Interior, through the

Minerals Management Service and Bureau of Land Management (together, the "United States").

The United States has fied a limited objection to the proposed sale and the proposed cure
amounts payable to the United States. The Debtors understand that the United States and the

Buyer have resolved or wil resolve all issues raised in the objection.
11. Cook Inlet Region, Inc. ("CIRI"). CIRI supports the proposed sale,

subject to its arangements with the Buyer in terms of adequate assurance of future performance
and payment of appropriate cure amounts upon a complete reconciliation of amounts owed. The
Debtors have no dispute with CIRI on these points.
12. Medema Family Trust ("Medema"). Medema's objection appears to be

filed on behalf of all holders of overriding royalty interests in the Sold Assets (the "ORRI
Holders") other than the Debtors' principal

lenders. Like CIRI, Medema supports the sale,

subject to certain conditions. Medema seeks clarification that the Buyer wil assume royalties

owedto the ORR Holders going forward. Indeed, the sale agreement will provide that the
Buyer wil be responsible for royalties owed to the ORR Holders on account of any production
realized from the Sold Assets from and after the date of entry ofthe Abandonment Order. As to

6
68773-002\DOCS_SF:6830 i.2

14. Finally, Donkel suggests that there may be impropriety in connection with

the negotiation of

the sale to the Buyer given that David Hall, a principal of

the Buyer, is a

former employee of

the Debtors. Nothing could be further from the truth. The sale was

negotiated at ars length and by different parties on both sides. The Debtors' interests were

represented by individuals who have no affiliation with the Buyer.

15. Ultimately, Donkel's objection has no merit because he has nothing to

offer the estates as an alternative to the proposed sale, which wil yield substantial benefits in the

7
68773-002\DOCS _SF:6830 1.2

form of$875,000 in cash (minus success fees) and material reduction of

the pool of

unsecured

claims.
16. Stellar Energy LLC ("Stellar"). Stellar is a prospective buyer of

the Sold

Assets. Stellar is not a material creditor in these cases. Stellar apparently obtained a nominal
claim in the amount of $452.54 for just this purpose of objecting to the Motion. This is not a
legitimate basis for standing in these cases, particularly given that Stellar's objection is clearly
based upon its position as a bidder on the assets at issue, and not as a creditor.
17. To the extent that the Court chooses to consider the objection, Stellar's

position is that it should be the buyer of the Sold Assets because it is wiling to pay more. The
Debtors certainly have no preference as between the Buyer, Stellar, or anyone else in terms of

who should purchase the Sold Assets. However, given that the Sold Assets have been
abandoned and do not currently constitute estate property, the Debtors require consent and
approval of

the State, the United States, CIRI and other affected landowners to the proposed sale.

Hence, if Stellar obtains such approvals, then the Debtors would be wiling to consider Stellar's
bid.
18. Informal Shareholder Objections. The Debtors have received informal

objections to the sale from at least two shareholders. Aside from complaining about the fate of
the Debtors' assets, these objectors have no legitimate basis to object to the Motion. As
shareholders, these parties are not entitled to any recovery until creditors have been paid in full, which is not likely to happen in these cases.

8
68773-002\DOCS _ SF:6830 1.2

Conclusion
19. For the reasons set forth above, the Debtors respectfully request that the

Court grant the Motion, as modified hereby, and overrle any responses or objections thereto.

Dated: October 30, 2009

PACHULSKI STANG ZIEHL & JONES LLP

a . Kharasch (CA Bar No. 109084)

a es E. O'Neil (DE Bar No. 4042)

ld~

axim B. Litvak (CA BarNo. 215852)

919 North Market Street, 17th Floor
Wilmington, Delaware 19801

Telephone: (302) 652-4100 Facsimile: (302) 652-4400

E-mail: ikharaschpszjlaw.com

j oneilpszj law .com mlitvakpszjlaw.com

Counsel for Debtors and Debtors in Possession

9
68773-002\DOCS _ SF:6830 i.2

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., i )

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 30th day of October, 2009 she caused a copy ofthe follo\ving document(s) to be served upon the parties on the attached service lists in the manner
indicated:

Reply to Responses and Objections to Debtors' Motion for Order (A) Vacating Court's Abandonment Order in Part for Certain Alaska Assets and ,Cook Inlet Energy, LLC
(B) Authorizing Debtors to Sell such Assets to

_ CO ex ~ 18. 201
i The Debtors in these cases, along with the last four digits of each:ofthe Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

DEBR L. YOU NOTAR PUIC STATE OF DELA

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all ofthe Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. Special Service List - Shareholder/ Motion to Vacate Order)
Case No. 09-10785
Document No. 154390

01 - Express Mail

Express Mail
(Hugh E. Smith)

Mr. Hugh E. Smith P.O. Box 500667 Atlanta, GA 31159-0667

68773-002\DOCS_DE: 154390.1

Pacific Energy Resources Ltd. Special Service List - Daniel Donkel

(Reply to Objections/Motion to Vacate Order) Case No. 09-10785
Document No. 153569

02 - Hand Delivery
02 - Overnight Delivery

Via Hand Delivery (counselfor Daniel K. Donkel) Charlene D. Davis, Esquire Jamie L. Edmonson, Esquire GianClaudio Finizio, Esquire
Bayard, P.A.

222 Delaware Ayenue, Ste 900 Wilmington, DE 19801

Via Hand Delivery (counselfor Donkel Oil & Gas LLC) Christopher D. Loizides, Esquire
Loizides, P.A.

1225 King Street, Ste 800

Wilmington, DE' 19801

Overnight Delivery (Daniel K. Donkel) Mr. Daniel K. Donkel 1906 Kohinoor Place Golden, CO 80401
Overnight Delivery (counsel for Daniel K. Donkel) Patrick J. Russell, Esquire Allen & Vellone, P.C.
1600 Stout Street, Ste 1100

Denver, CO 80202

68773-002\DOCS_ DE: 153569.1

Pacific Energy/Reply to Objectors to Motion to Vacate Order Case No. 09-10785

Document No. 154388

07 - Hand Delivery
06 - Overnight Delivery

Hand Delivery (Counsel for State of Alaska) Joseph H. Huston, Jr., Esquire Maria Aprile Sawczuk, Esquire Stevens & Lee PC 1105 N. Market Street, Ste 700 Wilmington, DE 19801 Hand Delivery (Counsel for Stellar Energy, LLC) Brian E. Farnan, Esquire David A. Bilson, Esquire Philips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19801

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
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

Via Overnight Delivery (Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire
Pilsbur Winthrop Shaw Pittman LLP

919 Market Street, P.O. Box 1070 Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Sandridge & Rice, PLLC Womble Carlyle. 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

1540 Broadway New York, NY 10036

Via Overnight Delivery

(Counsel for Daniel K. Donkel) Christopher M. Brecht, Esquire Bankston Gronning O'Hara, P.C. 60 1 West Fifth Avenue, Ste 900 Anchorage, AK 99501

Via Overnight Delivery (Counsel for Medema Family Trust & ORR Holders)
John C. Siemers, Esquire
Bur, Pease & Kurtz

Wilmington, DE 19801
Hand Delivery (Counsel for Medema Family Trust & ORRI Holders) Wiliam E. Chipman, Jr., Esquire Landis Rath & Cobb LLP 919 Market Street, Ste 1800 Wilmington, DE 19801

810 N. Street, Ste 300 Anchorage, AK 99501

Via Overnight Delivery (Counsel for United States) E. Kathleen Shahan, Esquire U.S. Department of Justice P.O. Box 875, Ben Franklin Station Washington, DC 20044

Overnight Delivery (Counsel for State of Alaska) Lorenzo Marinuzzi, Esquire Samantha Marin, Esquire Morrison & Foerster LLP
1290 Avenue of

the Americas

New York, NY 10104

Overnight Delivery (Counsel for Stellar Energy, LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire Haynes and Boone, LLP 1221 McKinney, Ste 2100 Houston, TX 77010

68773-002\DOCS_DE: 154388.1

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785
Document No. 145745

14 - Hand Delivery
44 - First Class Mail 02 - FOREIGN First Class Mail

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
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, 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., 11th 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
Citi~ens Bank Center, Suite 1401

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Offce 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, 1 ih Floor Wilmington, DE 19801

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

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

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

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

Hand Delivery (C~unsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen O'Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801
Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miler, Esquire Morris Nichols Arsht & Tunell LLP 1201 N. Market Street Wilmington, DE 19899

Hand Delivery
(Official Committee of

Unsecured

Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

13 13 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
1105 North Market Street, Suite 16th Floor

First Class Mail

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

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

P.O. Box 7040 Dover, DE 19903

Wilmington, DE 19801

First Class Mail

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

First Class Mail

Sec~etary of Treasury
15tl1' & Pennsylvania Avenue, N.W.

Washington, DC 20220

First Class Mail

Attn: Insolvency

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

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

3800 Centerpoint Drive, Suite 100 An~horage, AK 99503

First Class Mail

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

California Franchise Tax Board Bankrptcy, BE MSA 345 P.O. Box 2952 Sacramento, CA 95812-2952

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 A venue

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.Q..Box 576 Houston, TX 77002-0576

First Class Mail

Noble Energy, Inc.

100 Glenborough, Suite 100 Hoiiston, TX 77067

First Class Mail

Michael A. Berman, Esq. Securtes & Exchange Commission Office of General Counsel-Banptcy 100 FStreet, N.E. Washington, DC 20549

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire

Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chi,?ago, IL 60606-1720

First Class Mail

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

Washington, DC 20554

First Class Mail

POLLARD WIRE

LINE

P.O. Box 1360 Kenai, AK 99611

Fir~t Class Mail (Counsel to Goldman Sachs and J.Aron & CoJipany) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP
399 Park Avenue

Nev~:York, NY 10022

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle
Bingi-am McCutchen

First Class Mail

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

(Boston) One Federal Street Boston, MA 01221-1726

E. Kathleen Shahan, Esquire U.s. Department of Justice 1100 L Street, NW Wa~pington, D.C. 20005

First Class Mail

Linda Lautigar

Bankptcy Coordinator
MMS I Denver Federal Center
P 0 Sox 25165 Mail Stop 370B2

First, Class Mail (Copnsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP
173'5 Market Street, 51 st Floor

,-

Denver, CO 80225

Philadelphia, P A 19103

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO B9x 24116 Tempe, AZ 85285

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) Joh 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 333Clay 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

(Official Committee of

First Class Mail

Unsecured

(Counsel for DCFS Trust subservicer for

DCFS Trust)

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

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Alb~ny, NY 12203

First Class Mail

First Class Mail

(Offic:ial Committee of

Unsecured

Creditors) Filiberto Agusti, Esquire

Steven Reed, Esquire

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

Los Angeles, CA 90071

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

First Class Mail

(Claims representative for the County of Kem)

Attn: Banptcy Division

First Class Mail
(Official Committee of

c/o Linda Delgado

Unsecured

P.O:'.Box 579

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

Bakersfield, CA 93302

First Class Mail

Aurora Gas LLC 605 i ,North Course Drive, Suite 200 Houston, TX 77043

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

First Class Mail

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

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

First Class Mail

(Counsel for the State of Alaska) Loren~o Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas
New York, NY iql04

(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

First Class Mail

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

the Solicitor, Rocky Mountain

Reg.ipn
755'Parfet Street, Suite 151

Lak~wood, CO 80215

First Class Mail

(Counsel for Amadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewe-y & Leboeuf LLP 1301 Avenue of the Americas

New York, NY 10019

Class Mail (Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins
First

666 Fifth Avenue, 26th Floor

New York, NY 10103

First Class Mail

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