IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES L Tn., et al., i )

) )
)

Debtors. )

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

Objection Deadline: February 3, 2010 at 4:00 p.m. prevailng Eastern Time Hearing Date: February 10,2010 at 1:00 p.m. prevailng Eastern Time

MOTION OF DEBTORS FOR AN ORDER (1) FIXING DEADLINE FOR FILING ADMINISTRATIVE EXPENSE REQUESTS, (2) APPROVING FORM AND MANNER OF NOTICE THEREOF. AND (3) GRANTING RELATED RELIEF
The above-captioned debtors and debtors in possession (the "Debtors") hereby
move this Court (the "Motion") for entry of an order, pursuant to sections 105 and 503 of

title 11

of

the United States Code (the "Bankruptcy Code"), Rule 2002(m) of

the Federal Rules of

Bankuptcy Procedure (the "Bankptcy Rules"), and Local Rule of Bankruptcy Practice and
Procedure of the United States Bankuptcy Court for the District of

Delaware 2002-1(e) (the

"Local Rules"): (1) fixing March 15.2010 as the bar date for fiing requests for payment of
administrative expenses arising between the dates of

March 9, 2009 and February 15,2010, (2)

approving the form and manner of notice thereof, and (3) granting such other relief as the Court
deems just and proper (the "Motion"). In support of

the Motion, the Debtors respectfully

represent as follows:

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 mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
68773-002\DOCS _ LA:213731.1

Jurisdiction
1. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 1334.

This proceeding is a core proceeding within the meaning of28 U.S.c. 157(b)(2)(A) and (0).
2. Venue of

these proceedings and this Motion is proper in this District

pursuant to 28 U.S.C. 1408 and 1409.

3. The statutory predicates for the relief sought herein are sections 105 and

503 of

the Bankptcy Code, Bankrptcy Rule 2002, and Local Rule 2002-1

(e).

Background
4. On March 9, 2009(the "Petition Date"), the Debtors commenced these

cases by filing voluntary petitions for relief under chapter 11 the Bankruptcy Code.
5. The Debtors have continued in possession of

their property and have

continued to operate and manage their business as debtors in possession pursuant to sections
1107(a) and 1108 of

the Bankptcy Code. No request has been made for the appointment ofa

trustee or an examiner in these cases.

6. The Offce of

the United States Trustee appointed an Offcial Committee

of

Unsecured Creditors (the "Committee") on March 19,2009.

7. Prior to filing for bankruptcy, the Debtors were a group of independent

energy companies engaged in the acquisition, development and exploitation of oil and gas
properties in the western United States. As of

the Petition Date, the Debtors' oil and gas assets

were located offshore near California and principally offshore in Alaska. Pursuant to previous
orders entered by this Court, these oil and gas assets now either have been sold or abandoned and
the Debtors are winding down their businesses.
68773-002\DOCS_LA:21373 i.i

8. The Debtors are currently analyzing the terms of a chapter 11 plan of

liquidation. In order to further that analysis, the Debtors need to understand the scope of any
administrative expenses that may be asserted against the estates.
9. On May 5,2009, the Court entered the Order (A) Fixing the Procedures
and Deadlines to File Proofs of Claim, (B) Approving the Form and Manner of Notice of Bar

Dates, and (C) Granting Related Relief (Docket No. 277) ("Existing Bar Date Order"). The
Existing Bar Date Order established the bar dates of (i) June 23, 2009 for claims arising prior to

the Petition Date, which includes administrative expenses against the Debtors' estates arising

under Bankruptcy Code 503(b)(9), and (ii) September 8,2009 for any Governmental unit's
claims arising before the Petition Date.
10. Accordingly, this Motion seeks the establishment of

March 15.2010, as

the bar date (the "Administrative Claims Bar Date") specifically for fiing requests for payment
of administrative expenses incurred from March 9, 2009 through February 15, 2010 allowable
under Bankuptcy Code sections 330, 503(b), 507(a)(2), 507(b) or 1114(e) ("Administrative

Claims"), other than certain exceptions noted in paragraph 12 below, in order to determine the

universe of all administrative expenses as of such date that wil have to be satisfied with respect
to any plan.

Request for Relief

11. By this Motion, the Debtors seek the issuance and entry of an order of

this

Court:
a. fixing March 15.2010 (the "Administrative Claims Bar Date") as

the deadline by which any person or entity that holds or may hold an Administrative Claim
68773-002\DOCS_LA:213731.1

arising on or before February 15,2010, must fie with the Court and serve a statement (an
"Administrative Claim Statement"): (i) setting forth the amount of any alleged Administrative
Claim incurred on or before February 15,2010,2010, and (ii) providing a description of

the

basis for the Administrative Claim and the documentary evidence supporting the Administrative
Claim;
b. providing that the Administrative Claim Statement shall be served

on the following parties: (i) the Debtors' counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, California 90067-4100, Attn: Ira D. Kharasch

(email: ikharasch(fpszjlaw.com) and Scotta E. McFarland (email: smcfarland(fpszjlaw.com)

and (B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington,

Delaware 19801, Attn: James A. O'Neil (email: joneil(fpszjlaw.com); and (ii) counsel to the
Official Committee of

Unsecured Creditors (the "Committee"): Steptoe & Johnson, 1330

Connecticut Ave., N.W., Washington, DC 20036, Attn: Fil Agusti (email:

fagusti(fsteptoe.com) ;
c. approving the manner of service and form of the proposed notice

of the Administrative Claims Bar Date, substantially in the form attached hereto as Exhibit A
(the "Notice");
d. providing that if a person or entity fails to timely fie and serve an

Administrative Claim Statement by the Administrative Claims Bar Date as required above, then such person or entity shall be forever barred, estopped and enjoined from asserting or receiving any distribution with respect to any such Administrative Claim, and the Debtors shall be forever

68773-002\DOCS_LA:213731.1

discharged and released from any and all indebtedness or liability with respect to any such
Administrative Claim;
e. providing that the Administrative Claims Bar Date wil not apply

to the following:
(1) fees payable to the Office ofthe United States Trustee pursuant to 28 U.S.C. 1930;

(2) Administrative Claims that have already been approved by

order of the Court;

(3) Administrative Claims that have been paid in full at any

time prior to the Administrative Claims Bar Date;

(4) Administrative Claims of governmental units that are

subject to Bankptcy Code section S03(b)(1 )(D);

(S) Administrative Claims against the Debtors' estates arising

under Bankuptcy Code S03(b )(9) or otherwise subject to

the Existing Bar Date Order; and

(6) Administrative Claims of professionals of the Debtors or

the Committee arising under Banptcy Code sections 327,328,330,331, S03(b)(2) or 1103.

Basis for Relief

A. The Court Has the Authority to Set the Administrative Claims Bar Date
12. Though the Bankruptcy Code and Bankuptcy Rules do not specifically set

forth a deadline for fiing requests for payment of administrative expense claims, sections 10S(a)
and S03(a) of the Bankptcy Code furnish clear authority for the establishment of

the

Administrative Claims Bar Date.

13. Section S03(a) of

the Bankptcy Code permits "timely" requests for

payment of administrative expenses, and thus presupposes the establishment of a deadline for

filing such requests. 1l.U.S.C. S03(a). According to Coller's:

The Bankptcy Reform Act of 1994 added the word "timely" to the introductory portion of section S03(a) . . . The amended
68773-002\DOCS_LA:213731.1

language of section S03( a) thus provides courts with the statutory

authority to set and enforce administrative claim bar dates. Neither
the Bankruptcy Code nor the Federal Rules of

Bankruptcy Procedure sets forth a specific limitation period for the fiing of administrative expense claims, so courts can exercise their discretion in setting bar dates according to the circumstances of each case.

4 Lawrence P. King, et aI., Coller on Bankruptcy iS03.02(2), at S03-11 (1Sth ed. rev. 2007).
14. Further, section 1OS(a) of

the Bankruptcy Code empowers bankptcy

courts to "issue any order, process, or judgment that is necessary or appropriate to carry out the

provisions of (the Bankuptcy Code)." 11 U.S.C. 1OS(a). Courts therefore have the discretion
to fix deadlines for filing requests for payment of administrative expense claims.

is. Now is the appropriate time to establish the Administrative Claims Bar
Date. The Debtors, pursuant to previous orders entered by this Court, have liquidated their oil and gas assets and they are winding down their businesses. The Debtors are currently analyzing

the terms of a chapter 11 plan of liquidation. In order to further that analysis, the Debtors need
to understand the scope of any administrative expenses that may be asserted against the estates.

Although the Debtors believe that most entities asserting administrative claims against the estates

have already filed their claims, the setting of the Administrative Claims Bar Date wil bring
finality to this very important aspect of the plan analysis. In addition, the Administrative Claims
Bar Date wil afford the Debtors with a modicum of time to review and object to, if

necessary,

Administrative Claims.

16. No one wil be prejudiced by Administrative Claims Bar Date. The

Debtors propose that the Notice wil be sent on or before February 13,2010 -- 30 days prior to

the proposed Administrative Claims Bar Date. The Debtors respectfully submit that this wil

68773-002\DOCS_LA:2 I 373 i.i

provide ample time for potential claimants to review their books and records, consult with their
attorneys if they so desire, and file and serve Administrative Claim Statements.
B. Notice of the Administrative Claims Bar Date.
17. Pursuant to Bankptcy Rule 2002(m), bankptcy courts may "enter

orders designating the matters in respect to which, the entity to whom, and the form and manner

in which notices shall be sent except as otherwise provided by (the Banptcy Rules)." Fed. R.
Bank. P. 2002(m). The Debtors seek approval of

the Notice, substantially in the form attached

hereto as Exhibit A. The Debtors wil serve the Notice by on (i) all creditors and all potential
creditors known to the Debtor (including employees), (ii) all parties who are on the service list
described in Local Rule 2002-1 (c), (iii) the Debtors' secured lenders, (iv) the Office of

the

United States Trustee, and (v) the relevant taxing authorities.

18. The Debtors intend to serve the Notice by first class mail, postage prepaid,

on or before February 13,2010. The Debtors submit that the procedures proposed herein are fair
and beneficial to all affected parties because they are reasonably calculated to provide the holders of Administrative Claims with notice of the Administrative Claims Bar Date, and they

afford such parties sufficient time in which to prepare and fie their Administrative Claim
Statements.

Notice
19. Notice of

this Motion has been given to the following parties, or in lieu

the United States Trustee; (ii) the Debtors'

thereof, to their counsel, ifknown: (i) the Office of

secured lenders, (iii) (vi) the Committee; and (v) parties requesting notice under Bankptcy

68773-002\DOCS_LA:2 i 3731. i

Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or
further notice need be given.

No Prior Request
20. No prior application for the relief sought herein has been duly made by the
Debtors to this or any other Court.

WHEREFORE, the Debtors respectfully request that the Cour grant the relief

requested herein and issue and enter the affixed order (a) fixing March 15.2010, as the
Administrative Claims Bar Date; (b) fixing the method and manner of the Debtors' delivery

of

notice of the establishment of the Administrative Claims Bar Date to creditors and other parties
in interest, (c) approving the form of

Notice; and (d) granting the Debtors such other and further

relief as this Court deems just, proper and equitable.

Dated: January~, 2010

P ACHULSKI STANG ZIEHL & JONES LLP

C~6foi;g
. 109084) o. 215852)

James E. O'Neil (Ba 042)

Scotta E. McFarland (Bar No. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com

mlitvak(fpszyjlaw.com
joneil(fpszyj law.

com smcfarland(fpszj law.com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:213731.1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA W ARE

Chapter i i
)

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

Case No. 09- i 0785(KJC)

Debtors. )
)

(Jointly Administered)

Objection Deadline: February 3, 2010 at 4:00 p.m. prevailng Eastern Time Hearing Date: February 10,2010 at 1:00 p.m. prevailng Eastern Time

NOTICE OF MOTION OF DEBTORS FOR AN ORDER (1) FIXING DEADLINE FOR FILING ADMINISTRATIVE EXPENSE REQUESTS, (2) APPROVING FORM AND MANNER OF NOTICE THEREOF, AND (3) GRANTING RELATED RELIEF
TO: (i) Office ofthe United States Trustee; (ii) counsel to the Official Committee of Unsecured Creditors; (iii) counsel to the Debtors' secured lenders; and (vi) paries requesting notice under Bankptcy Rule 2002
PLEASE TAKE NOTICE that the captioned debtors and debtors in possession
(collectively, the "Debtors") filed the attached Motion of Debtors for an Order (1) Fixing
Deadline for Filing Administrative Expense Requests, (2) Approving Form and Manner of Notice

Thereof and (3) Granting Related Relief(the "Motion") with the United States Bankruptcy
Court for the District of Delaware, 824 Market Street, Wilmington, Delaware i 980 i (the
"Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that objections and responses to the

Motion, if any, must be in writing and fied with the Bankruptcy Court no later than 4:00 p.m.

prevailng Eastern time on February 3, 2010.

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 mailng address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS_LA:21373

1.1

PLEASE TAKE FURTHER NOTICE that at the time of fiing any response or
objection to the Motion, you must also serve a copy of

the response or objection upon: (i) the

Debtors' counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 lth
Floor, Los Angeles, California 90067-4100, Attn: Ira D. Kharasch (email:

ikharasch(fpszjlaw.com) and Scotta E. McFarland (email: smcfarland(fpszjlaw.com) and (B)

Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware

19801, Attn: James A. O'Neil (email: joneil(fpszjlaw.com); and (ii) counsel to the Offcial
Committee of

Unsecured Creditors (the "Committee"): Steptoe & Johnson, 1330 Connecticut

Ave., N.W., Washington, DC 20036, Attn: Fil Agusti (email: fagusti(fsteptoe.com).

IN THE EVENT THAT OBJECTIONS OR RESPONSES TO THE MOTION

ARE TIMELY FILED, A HEARING ON THE MOTION SHALL OCCUR BEFORE THE HONORABLE KEVIN J. CAREY, CHIEF UNITED STATES BANKRUPTCY JUDGE, 824
MARKET STREET, 5TH FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801,
ON FEBRUARY 10,2010 AT 1:00 P.M. (PREVAILING EASTERN TIME).

68773-002\DOCS_LA:21373 1.1

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MA Y GRANT THE RELIEF

REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: January 21,2010

P ACHULSKI STANG ZIEHL & JONES LLP

fo ll~
Ira . Kharasc ( A Bar No. 90 4)
Maxim B. Litva (CA Bar 0.215 52)

James E. O'Neil (Bar No.4 Scotta E. McFarland (Bar No. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com

mlitvak(fpszyj law.com

joneil(fpszyjlaw.com
smcfarland(fpszj law.com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:21373

1.1

Exhibit A

68773-002\DOCS_LA:2 I 3731. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Delaware (the "Court") entered an Order in the chapter 11 cases of

FOR THE DISTRICT OF DELAWARE

Chapter 11

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

Debtors. )

) )

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

NOTICE OF ADMINISTRATIVE CLAIMS BAR DATE - MARCH 15.2010

TO: ALL CREDITORS AND OTHER PARTIES IN INTEREST:
PLEASE TAKE NOTICE that:

On , 2010, the United States Bankruptcy Court for the District of

the above-captioned debtors and debtors in possession (the "Debtors") fixing March 15,2010 as the deadline (the "Administrative Claims Bar Date") by which any person or entity that holds or may hold an administrative expense claim allowable under section 330, 503(b), 507(a)(2) or 1114(e) of the Bankruptcy Code (an "Administrative Claim") must fie with the Court and serve on the below listed parties a statement (an "Administrative Claim Statement") (i) setting forth the amount of any Administrative Claim incurred from March 9, 2009 through February 15,2010; and (ii) providing a basis for the Administrative Claim and the documentary evidence supporting the Administrative Claim.

The Administrative Claim Statement must be served on the following parties: (i) the Debtors' counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., lIth Floor, Los Angeles, California 90067-4100, Attn: Ira D. Kharasch (email: ikharasch(qpszjlaw.com) and Scotta E. McFarland (email: smcfarland(qpszjlaw.com) and (B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. O'Neil (email: joneil(qpszjlaw.com); and (ii) counsel to the Offcial Committee of Unsecured Creditors (the "Committee"): Steptoe & Johnson, 1330 Connecticut Ave., N.W., Washington, DC 20036, Attn: Fil
Agusti (email: fagusti(qsteptoe.com)

The Administrative Claims Bar Date does not apply to:

(1) fees payable to the Offce of

the United States Trustee pursuant

to 28 U.S.C. 1930;
(2) Administrative Claims that have already been approved by

order

of the Court;
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
mailng address for all of

the Debtors is 11 I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS_LA:213731.1

(3) Administrative Claims that have been paid in fu11 at any time

prior to the Administrative Claims Bar Date;

(4) Administrative Claims of governmental units that are subject to

Bankruptcy Code section 503(b)(1)(D);

(5) Administrative Claims against the Debtors' estates arising under

Bankruptcy Code 503(b )(9) or otherwise subject to the existing bar date order entered in these cases on November 26,2007; and
(6) Administrative Claims of professionals of

the Debtors or the

Committee arising under Bankruptcy Code sections 327, 328, 330,331, 503(b)(2) or 1103.

Any person or entity holding an Administrative Claim arising from March 9, 2009 through February 15, 2010 that fails to timely me and serve an Administrative Claim Statement by the
Administrative Claims Bar Date as required above sha11 be forever barred, estopped and enjoined from

asserting or receiving any distribution with respect to any such Administrative Claim, and the Debtors sha11 be forever discharged and released from any and a11 indebtedness or liability with respect to any
such Administrative Claim.

This notice may have been sent inadvertently to persons or entities that may not actua11y have a Claim against the Debtors. The fact that you have received this notice does not mean that you have a Claim, or that the Debtors or the Bankruptcy Court concedes that you have a Claim.
Dated:

,2010
P ACHULSKI STANG ZIEHL & JONES LLP

/s/ Ira D. Kharasch

Ira D. Kharasch (CA Bar No.1 09084) Maxim B. Litvak (CA BarNo. 215852) James E. O'Neil (Bar No. 4042) Scotta E. McFarland (Bar Nu. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch(fpszjlaw.com

mlitvak(fpszyjlaw.com j oneil(fpszyj law. com

smctrland~pszj law.com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS _ LA:

2 I 3731.1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

) ) )

Debtors. )

Case No. 09-1078S(KJC) (Jointly Administered)

Related Docket No.

ORDER (1) FIXING DEADLINE FOR FILING ADMINISTRATIVE EXPENSE REQUESTS, (2) APPROVING FORM AND MANNER OF NOTICE THEREOF. AND (3) GRANTING RELATED RELIEF
Upon the Motion2 of the captioned debtors and debtors in possession
(the "Debtors"), seeking the issuance and entry of an order, pursuant to sections 10S(a), and S03

of

title 11 of

the United States Code (the "Bankruptcy Code"), Rule 2002(m) of

the Federal

Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rule of Bankruptcy Practice
and Procedure of the United States Bankptcy Court for the District of Delaware 2002-1

(e) (the

"Local Rules") (1) fixing a bar date for fiing requests for payment of administrative expenses
allowable under section 330, S03(b), S07(a)(2), S07(b) or 1 i 14(e) of

the Bankptcy Code

notice thereof, and (3)

("Administrative Claims"), (2) approving the form and manner of

granting related relief; and it appearing that the relief sought in the Motion and the entry of this

Order are appropriate and necessary in order for the Debtors to determine the scope of
Administrative Claims; and it appearing that the relief sought in the Motion is reasonable and in

the Debtors' 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 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
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

68773-002\DOCS_LA:21373 1.1

the best interests of the Debtors and their estates; and no adverse interest being represented, and
sufficient cause appearing therefore, and upon due deliberation given, it is hereby

ORDERED that the Motion is granted in its entirety, and it is further ORDERED

that:

1. March is, 2010 (the "Administrative Claims Bar Date") shall be the
deadline by which any person or entity that holds or may hold an Administrative Claim arising

from March 9, 2009 through February is, 2010, must fie with the Court and serve on the below
listed parties a statement (an "Administrative Claim Statement"): (i) setting forth the amount of
its Administrative Claim as of February is, 2010; and (ii) providing a description of

the basis for

the Administrative Claim and the documentary evidence supporting the Administrative Claim.
2. Administrative Claim Statements shall be served on the following parties:

(i) the Debtors' counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,

lIth Floor, Los Angeles, California 90067-4100, Attn: Ira D. Kharasch (email:

ikharasch(fpszjlaw.com) and Scotta E. McFarland (email: smcfarland(fpszjlaw.com) and (B)

Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware

19801, Attn: James A. O'Neil (email: joneil(fpszjlaw.com); and (ii) counsel to the Official
Committee of

Unsecured Creditors (the "Committee"): Steptoe & Johnson, 1330 Connecticut

Ave.; N.W., Washington, DC 20036, Attn: Fil Agusti (email: fagusti(fsteptoe.com)

3. Any person or entity that fails to timely fie and serve an Administrative

Claim Statement by the Administrative Claims Bar Date as required above shall be forever

barred from asserting or receiving any distribution with respect to any such Administrative

68773-002\DOCS_LA:21373 i. i

Claim, and the Debtors shall be forever discharged and released from any and all indebtedness or
liability with respect to any such Administrative Claim.
4. The Administrative Claims Bar Date does not apply to:

(1) fees payable to the Office of

the United States Trustee

pursuant to 28 U.S.c. 1930;

(2) Administrative Claims that have already been approved by

order of the Court;

(3) Administrative Claims that have been paid in full at any

time prior to the Administrative Claims Bar Date;

(4) Administrative Claims of governental units that are

subject to Bankrptcy Code section S03(b)(1)(D);

(S) Administrative Claims against the Debtors' estates arising

under Bankuptcy Code S03(b)(9) or otherwise subject to

the Existing Bar Date Order; and

(6) Administrative Claims of professionals of

the Debtors or

the Committee arising under Bankuptcy Code sections

327,328,330,331, S03(b)(2) or 1103.
S. The form of notice of

the Administrative Claims Bar Date attached to the

Motion as Exhibit A (the "Notice") is approved, and incorporated by reference herein. In accordance with Bankptcy Rule 2002 and Local Rule 2002-1 ( e), the Debtors are hereby
authorized and directed to serve the Notice by first class mail, postage prepaid, on or before

February 13,2010 upon (i) all creditors and all potential creditors known to the Debtors
(including employees), (ii) all entities having fied a notice of appearance and demand for papers,

(iii) the Officc ofthc Unitcd States Trustee, and (v) the relevant taxing authorities.

68773-002\DOCS_LA:2 i 3731.1

6. This Court shall retain jurisdiction to hear and determine all matters

arising from the implementation of this Order

Dated:

_,2010
The Honorable Kevin J. Carey United States Bankruptcy Court Chief

68773-002\DOCS _ LA :213 73 i . i

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 21 sl day of January 2010 she caused a
copy of

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

the manner indicated:

Notice and Motion of Debtors for Order (1) Fixing Deadline for Filng Administrative Expense Requests, (2) Approving Form and Manner of Notice
Thereof, and (3) Granting Related Relief

~l?l1/&tr
at een.Forte Finlays n

DEBR L. YOUNG
NOTARY PUBLIC

oil

STATE OF DELAWAR _ Cl ei Ji 11, 201

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); Petroca! 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 III W.

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

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

18 - Hand Delivery 50 - 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., 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
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 Wiliiiiigtoii, 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 rloor 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
(Official Committee of

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 Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire Curtis S. Miler, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899

Unsecured

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

1313 Market Street Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Phillps, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806
Hand Delivery
(Counsel for Ramshorn Investments, Inc.)

Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
300 Delaware Avenue, Ste 1010

Jonathan L. Parshall, Esquire Murphy & Landon

1011 Centre Road, Suite 210

Wilmington, DE 19805
Hand Delivery (Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899 Hand Delivery (Counsel for Rise Energy Partners, LP)
Christophel' A. Ward, Esquire

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 WIlmiiigtoii, DE 19801

Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801

First Class Mail

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

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

Secretary of State Division of Corporations
Franchise Tax

First Class Mail

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

P.O. Box 7040 Dover, DE 19903

First Class Mail

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

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 445 1ih Street, S.W. Washington, DC 20554

First Class Mail

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

First Class Mail

POLLARD WIRELINE P.O. Box 1360
Kenai, AK 9961 1

First Class Mail

Attn: Insolvency

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

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

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

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

First Class Mail

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

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

First Class Mail

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

First Class Mail

SWEPI LP

First Class Mail

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

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

First Class Mail

Noble Energy, Inc.

First Class Mail

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

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

Goldman Sachs E&P Capital Attn: Matthew C. Tarer 1000 Louisiana, Suite 550 Houston, Texas 77002

First Class Mail

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

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

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

New York, NY 10022

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

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

Linda Lautigar

First Class Mail

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

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

Philadelphia, P A 19103

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Y oelin)

First Class Mail

(Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire

John J. Haris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

Steptoe & Johnson LLP .

2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

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

First Class Mail

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

DLA Piper LLP (US)

6225 Smith Avenue

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Baltimore, MD 21209

Anchorage, AK 99501

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

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

First Class Mail

(Official Committee of

(Counsel for DCFS Trust subservicer for

Unsecured
DCFS Trust)
Marin A. Mooney, Esquire

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

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

First Class Mail

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

First Class Mail

Unsecured Creditors) Filiberto Agusti, Esquire
(Official Committee of

Los Angeles, CA 90071

Steven Reed, Esquire

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

First Class Mail

(Claims representative for the County of Kern)

Attn: Bankptcy Division

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

First Class Mail First Class Mail

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

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

(Counsel for United States Department of Interior, Minerals Management Service) Pamela D. Huff U.S. Department of Justice 1 100 L Street, NW - Room 10000 Washington, D.C. 20005

First Class Mail

(Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010

First Class Mail

First Class Mail
(Counsel for Minerals Management Service) DeAnn L. Owen, Esquire the Solicitor, Rocky Mountain Office of Region
755 Parfet Street, Suite 151

(Counsel for Oracle USA, Inc.) Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 333 Market Street, 25th Floor San Francisco, CA 94105

Lakewood, CO 80215

First Class Mail

(Counsel for Longfellow Energy LP) David Jones, Esquire Sprouse Shrader Smith P.C. 701 S. Taylor, Suite 500

First Class Mail

(Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP
1301 Avenue of

Amarilo, TX 79105

the Americas

First Class Mail

(Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay St., Suite 3300 Houston, TX 77002

New York, NY 10019

First Class Mail

(Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins
666 Fifth Avenue, 26th Floor

New York, NY 10103

First Class Mail

(Counsel for Kathleen Brown) John A. Leonard, Esquire Leonard, Key & Key PLLC
900 8th Street, Suite 320

Wichita Falls, TX 76307

First Class Mail

(Counsel for Rise Energy Partners, LP) Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219

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

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