IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:
) ) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

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

) )

Deadline for Objections: May 12,2010 at 4:00 p.m. Hearing Date: May 19,20 I 0 at 2:00 p.m.

MOTION OF PACIFIC ENERGY ALASKA HOLDINGS, LLC FOR AN ORDER AUTHORIZING ABANDONMENT OF COOK INLET PIPE LINE COMPANY STOCK
Pacific Energy Alaska Holdings, LLC ("PEAH"), one of the above-captioned

debtors and debtors in possession (together with PEAH, the "Debtors"), hereby moves (the
"Motion") the Court for entry of an order pursuant to section 554 of title 11 of

the United States

Code (the "Bankruptcy Code"), authorizing PEAH to abandon nunc pro tunc to the Petition Date

(as defined below) its stock (the "Stock") in Cook Inlet Pipe Line Company ("CIPL"). In
support of

this Motion, PEAH respectfully states as follows:

Preliminary Statement
1. By this Motion, PEAH seeks to abandon the Stock, which represents 50%

of the issued and outstanding shares of CIPL because the Stock has no saleable value or other
value to the estates and is burdensome.

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 1.0. # 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 I I i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailing address for all of

68773-002\DOCS_LA:2 i 8784.6

Jurisdiction
2. This Court has jurisdiction over this Motion under 28 U.S.C. 157 and

1334. This matter is a core proceeding within the meaning of28 U.S.c. 157(b)(2) (A) and (L).
Venue of this proceeding

and this Motion is proper in this District pursuant to 28 U.S.c.

1408 and 1409.

3.
the Bankruptcy Code and Rule 6007 of

The statutory predicates for the relief requested herein are section 554 of
the Federal Rules of

Bankruptcy Procedure (the

"Bankruptcy Rules").

Background
4. On March 9, 2009 (the "Petition Date"), the Debtors each filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are continuing in
possession of

their property and are operating and managing their businesses as debtors in

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No request has been
made for the appointment of a trustee or an examiner in this case. The Office of

the United

States Trustee appointed an Offcial Committee of

Unsecured Creditors on March 19,2009.

5. The Debtors are a group of independent energy companies engaged in the

acquisition, development and exploitation of oil and gas properties in the western United States.

The Debtors' former oil and gas assets are located offshore near California and principally
offshore in Alaska.

2
68773-002\DOCS LA:2 i 8784.6

The Stock
6. The Stock represents 50% (20,000 shares) of

the issued and outstanding

shares of CIPL' s common stock. CIPL owns the Cook Inlet pipeline and Drift River terminal,

which transports oil from wells located in or near Cook Inlet, Alaska. PEAH's wholly-owned
subsidiary Pacific Energy Alaska Operating LLC ("PEAO"), which is also a Debtor, abandoned or sold all of its working interest in oil and gas wells by Orders of this Court and no longer
requires CIPL to provide transportation services. The owner of

the other 50% (20,000 shares) of

the issued and outstanding CIPL common stock is Union Oil Company of California ("Union").

CIPL has informed this Court that Union's affliate Chevron Pipe Line Company ("Chevron")
operates and maintains the Cook Inlet Pipe Line (see Docket No. 1499 at ~ 2).

7. CIPL operates pipeline and terminaling assets regulated by the Regulatory

Commission of Alaska ("RCA"), providing services to oil producers in the Cook Inlet of Alaska. As a common carrier, CIPL passes its costs on to shippers in the form of a tariff, a fixed rate per

barrel of oil transported. Tariffs are periodically revised pursuant to RCA procedures to the
extents costs or volumes change. Tariffs also cover future decommissioning obligations, so to
the extent such estimated costs change, or the estimated service life of the assets change, then
tariffs must also be adjusted, again pursuant to RCA procedures.
8. In general, volumes produced have been declining for many years as the

Cook Inlet-area oil fields deplete. The volcanic eruption ofMt. Redoubt beginning on March 22,
2009 added many clean up and repair costs, and reduced revenues dramatically during the period

of disruption. As a result, CIPL's cash reserve has been depleted dramatically. There are also

3
68773-002\DOCS _ LA:218784.6

significant future decommissioning obligations associated with CIPL's assets, and, to reserve

funds for such obligations, CIPL, as a regulated entity, is not permitted pay dividends. CIPL has
estimated such obligations will total approximately $42 million (on a present value basis).
CIPL's claim #489. Any potential buyer of

the PEAH's stock in CIPL effectively would be

assuming substantial future decommissioning costs as the RCA has historically required the
CIPL owners to stand behind this obligation.
9. Perhaps for the foregoing reasons, the PEAH was unsuccessful in

obtaining any binding offers to purchase the Stock, despite a concerted marketing effort by the
Debtors and their retained investment banker, Lazard Frres & Co., LLC, to sell the Stock as part
of

the Debtors' Group 1 Assets, which assets and marketing effort are described in detail in the

Debtors' motion for approval of sale procedures (Docket No. 453) (approved by this Court's
Order at Docket No. 532) and the Debtors' sale motion for their Alaska assets (Docket No. 545).

While some initial non-binding expressions of interest included the Stock, the Stock was neither sold to the successful bidder or back-up bidder at the auction held by the Debtors on July 20,

2009, nor to the subsequent successful buyer of certain of PEAO's Group 1 Assets, Cook Inlet

4
68773-002\DOCS_LA:2 i 87846

Energy, LLC and remains an asset ofPEAH's chapter 11 estate (subject to entry of

the Order

requested by this Motion)?

Relief Requested

10. By this Motion, PEAH seeks to abandon the Stock effective nunc pro tunc
as of the Petition Date because it is burdensome to the Debtors' estates and is of no value or
other benefit to the estates.

Basis for Relief

11. Section 554(a) of

the Bankruptcy Code provides that "(a)fter notice and a

hearing, the trustee (or debtor-in-possession) may abandon any property of the estate that is
burdensome to the estate or that is of inconsequential value and benefit to the estate." 11 US.c.
554(a); see also FED. R. BANKR. P. 6007. "The trustee's power to abandon property is

discretionary." In re Slack, 290 B.R. 282, 284 (Bankr. D.NJ. 2003) (citations omitted). "Courts
defer to the trustee's judgment and place the burden on the party opposing the abandonment to
prove a benefit to the estate and an abuse of

the trustee's discretion." d. "The party opposing

the abandonment must show some likely benefit to the estate, not mere speculation about

possible scenarios in which there might be a benefit to the estate." Id. The court only needs to
2 Both the successful bidder (Ammadon Limited and Catherwood Limited) and backup bidder (New Alaska Energy,
LLC) at the auction failed to close the sale. Certain of this Courts' Order Granting Alternative Motion of the Debtorsfor an Order Authorizing Abandonment of

the Group I Assets were subsequently abandoned pursuant to Certain

Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay) and Rejection of ExecutOlY Contracts

Relating Thereto entered on September I I, 2009 (Docket No. 876); however, the Stock was not abandoned. Such
abandonment order was later vacated in part and certain of

the Group I Assets were sold to Cook 1nlet Energy, LLC

for Certain Alaska

pursuant to this Court's Conditional Order (A) Vacating the Court's Abandonment Order in Part

Assets and (B) Authorizing the Debtors to Sell Certain Alaska Assets entered on November 25,2009 (Docket No. I 157) but the Stock was not an asset affected by such order. Nevertheless, while not affecting ownership of the Stock, the Debtors have rejected the Cook Inlet Pipe Line Funding Agreement with Union by this Court's Order Granting Debtors' Third Motionfor Order under Section 365(a) of the Bankruptcy Code Authorizing the Debtors to
Reject Certain Executory Contracts and Unexpired Leases entered November 25, 2009 (Docket No. I 158).

5
68773-002\DOCS_LA:2 i 8784.6

find the trustee made: 1) a business judgment; 2) in good faith; 3) upon some reasonable basis;

and 4) within the trustee's scope of authority." Id.

12. Upon abandonment, abandoned property is no longer part of the
bankruptcy estate and is treated as if administration of the asset never occurred. 4 NORTON
BANKRUPTCY LA W AND PRACTICE at 74:2 (3d ed. 2008). Hence, abandonment is retroactive to
the petition date and constitutes a divestiture of

the estates' interests in the property to the party

with a possessory interest in it. See In re Guterl Special Steel Corp., 316 B.R. 843, 861 (Bankr.

W.D. Pa. 2004) (abandoned property reverts nunc pro tunc to the debtor or the party with
possessory right to the property as of

the petition date); Wallace v. Lawrence Warehouse Co.,

338 F.2d 392, 394 n.l (9th Cir. 1964) ("The ordinary rule is that, when a trustee abandons
property of

the bankrupt, title reverts to the bankrupt, nunc pro tunc, so that he is treated as

having owned it continuously.") (citations omitted); see also Midlantic Nat 'I Bank v. New Jersey

Dept. of Environmental Protection, 474 US. 494, 507 (1986) ("Although 544 does not specify
to whom the property is to be abandoned, the legislative history suggests that it is to the person
having a possessory interest in the property. . .. Such abandonment is to the person having the

possessory interest in the property."); Ohio v. Kovacs, 469 U.S. 274,284 n. 12 (1985)
("(A)bandonment is to the person having the possessory interest in the property.").
13. As noted above, once the trustee or debtor in possession makes a

reasonable business judgment to abandon property of the estate, the threshold for approval of the

abandonment is low. PEAH has determined in its sound business judgment and in good faith to
abandon the Stock.

6
68773-002\DOCS LA:2 i 8784.6

14. Not only is the stock unsalable due to its associated decommissioning

obligations, it does not earn PEAH's estate any income because CIPL is restricted from paying

dividends in order to fund its decommissioning reserve. Therefore, there is no value that can be
realized out of

the Stock, and it will be a burden on the administration ofPEAH's bankuptcy

case. PEAH therefore requests authority to abandon the Stock.

Request for Waiver

15. Among other things, Bankruptcy Rule 6007(a) requires that PEAH serve a
copy of

this Motion and its intent to abandon the Stock on "all creditors." The Debtors'

consolidated matrix contains over 1,100 creditors. PEAH submits that service of this Motion on
all of these individuals is overly burdensome. PEAH will serve a copy of this Motion and
supporting documents on the constituents set forth below and, therefore, requests a limited
waiver of

the service requirement set forth in Rule 6007. PEAH submits that the requested

waiver is appropriate and wil properly and timely effectuate notice.

Notice
16. Notice of

this Motion has been given to the following parties or, in lieu
known: (a) Office of

thereof, to their counsel, if

the United States Trustee for the District of

Delaware; (b) counsel for the Debtors' prepetition and postpetition lenders; (c) counsel for the

Offcial Committee of Unsecured Creditors; (d) counsel for Union Oil Company of California;
(e) counsel for Chevron Pipe Line Company; (f) counsel for Cook Inlet Energy, LLC; (g) counsel for the State of Alaska; (h) counsel for Cook Inlet Pipe Line Company; and (i) those

7
68773-002\DOCS_LA:218784.6

persons who have requested notice pursuant to Bankruptcy Rule 2002. PEAH submits that, in
light of the nature of the relief

requested, no other or further notice need be given.

No Prior Request
17. No previous motion for the relief sought herein has been made to this or
any other Court.

WHEREFORE, PEAH respectfully requests that the Court enter an order (a)

granting this Motion; (b) authorizing the abandonment of the Stock nunc pro tunc to the Petition
Date pursuant to section 554 of

the Bankuptcy Code; and (c) granting such other and further

relief as the Court deems just and proper.

Dated: April ~ 2010

PACHULSKI STANG ZIEHL & JONES LLP

Counsel for Debtors and Debtors in Possession

8
68773-002\DOCS_LA2 i 87846

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al. i

Debtors.

) ) ) ) )

Chapter 11

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

Deadline for Objections: May 12, 20 I 0 at 4:00 p.m. Hearing Date: May 19,2010 at 2:00 p.m.

NOTICE OF MOTION OF PACIFIC ENERGY ALASKA HOLDINGS, LLC FOR AN ORDER AUTHORIZING ABANDONMENT OF COOK INLET PIPE LINE COMPANY STOCK
TO: (i) Offce of the United States Trustee for the District of Delaware; (ii) counsel for the Debtors' prepetition and postpetition lenders; (iii) counsel for the Offcial Committee of Unsecured Creditors; (iv) counsel for Union Oil Company of California; (v) counsel for Chevron Pipe Line Company; (vi) counsel for Cook Inlet Energy, LLC; (vii) counsel for the State of Alaska; (viii) counsel for Cook Inlet Pipe Line Company; and (ix) those persons who have requested notice pursuant to Bankruptcy Rule 2002.
Pacific Energy Alaska Holding, LLC, one of the above-captioned debtors and

debtors in possession, filed the Motion of Pacifc Energy Alaska Holdings, LLCfor an Order
Authorizing Abandonment of

Cook Inlet Pipe Line Company Stock (the "Motion"), with the

United States Bankuptcy Court for the District of

Delaware, 824 Market Street, Wilmington,

Delaware 19801 (the "Bankuptcy Court"). A copy of the Motion is attached hereto.
PLEASE TAKE FURTHER NOTICE that by May 12,2010, at 4:00 p.m.
prevailing Eastern time, which is the deadline for filing any response or objection to the Motion with the Bankruptcy Court, you must file any such response or objection with the Bankruptcy

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 1.0. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(702 i); 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.

68773-002\DOC5 _LA:2 i 87846

Court and also serve a copy of it upon the Debtors c/o Pacific Energy Resources Ltd., 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA, Attn: Gerald A. Tywoniuk, Acting Chief

Executive Offcer (email: gtywoniuk(fpacenergy.com). with a copy to: (a) the Debtors'
financial advisor, Zolfo Cooper LLC, 1166 Avenue of

the Americas, 24th Floor, New York, NY,

Attn: Scott W. Winn, Senior Managing Director (email: swinn(fzolfocooper.com) and Mark A.
Cervi (email: mcervi(fzolfocooper.com); and (b) the Debtors' counsel (i) (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 Robert M. Saunders (email:

rsaunders(fpszjlaw.com) and (B) Pachulski Stang Ziehl & Jones LLP, 919 N. Market St., 17th

Floor, Wilmington, Delaware 19801, Attn: James A. O'Neill (email: joneill(fpszjlaw.com); (ii)
Rutan & Tucker, LLP, 611 Anton Blvd., 14th Floor, Costa Mesa, CA 92626, Attn: Gregg

Amber (email: gamber(frutan.com) and Garett Sleichter (email: gsleichter(frutan.com); and

(iii) Schully, Roberts, Slattery & Marino, PLC, 1100 Poydras Street, Suite 1800, New Orleans,

LA 70163, Attn: Anthony C. Marino (email: amarino(fschullyroberts.com); (c) counsel to the

Offcial Committee of

Unsecured Creditors: Steptoe & Johnson, 1330 Connecticut Ave., N.W.,

Washington, DC 20036, Attn: Fil Agusti (email: fagusti(fsteptoe.com); (d) counsel to the
Debtors' prepetition and postpetition lenders: (i) Bingham McCutchen LLP, 399 Park A venue,

New York, NY 10022, Attn: Jeffrey S. Sabin (email: jeffrey.sabin(fbingham.com); and (ii)
Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Ilinois 60606,

Attn: Seth E. Jacobson (email: seth.jacobson(fskadden.com); (e) counsel to Rise Energy Beta, LLC: Haynes & Boone, 2323 Victory Avenue, Dallas, Texas 75219, Attn: Robert D.

68773-002\DOCS_LA218784.6

Albergotti, Esq; Fax: 214-651-3940, e-mail: Robert.albergotti(fhaynesboone.com; and (f)

counsel to Cook Inlet Energy, LLC: Sullivan' Hazeltine' Allinson LLC, 4 East 8th Street, Suite
400, Wilmington, DE 19801, Attn: William D. Sullivan, Esq. (Fax: (302) 428-8195; e-mail:
bsull i van(fsha-llc.com).

IF OBJECTIONS OR RESPONSES ARE TIMELY FILED AND SERVED IN

ACCORDANCE WITH THIS NOTICE, A HEARING ON THE MOTION WILL BE HELD

BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES

BANKRUPTCY COURT, 824 MARKET STREET, FIFTH FLOOR, COURTROOM #5,

WILMINGTON, DELAWARE 19801 ON MAY 19,2010 at 2:00 P.M. PREVAILING

EASTERN TIME.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE

COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT

FURTHER NOTICE OR HEARING.

68773-002\OOCS_LA:218784.6

Dated: April 30,2010

PACHULSKI STANG ZIEHL & JONES LLP

2)

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:2 i 8784.6

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., 1 ) Case No. 09-10785(KJC)

Debtors. )

) Jointly Administered

Related to Docket No.

ORDER AUTHORIZING ABANDONMENT OF COOK INLET PIPE LINE COMPANY STOCK

This matter came before the Court on the motion (the "Motion,,)2 of Pacific

Energy Alaska Holdings, LLC ("PEAH"), one of the above-captioned debtors and debtors in

possession (together with PEAH, the "Debtors"), for entry of an order, pursuant to section 554 of
the Bankruptcy Code, authorizing PEAH to abandon nunc pro tunc to the Petition Date its stock

(the "Stock") in Cook Inlet Pipe Line Company. PEAH submits that the Stock is burdensome
and of inconsequential value or benefit to PEAH's estate. Having reviewed the Motion, the

Court finds that (a) the Court has jurisdiction over this matter pursuant to 28 US.c. 157 and
1334, (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (L), (c) venue of
these chapter 11 cases in this District is proper pursuant to 28 U.S.c. 1408 and 1409, and (d)
notice of

the Motion was sufficient under the circumstances, and the Court having determined

that the legal and factual bases set forth in the Motion establish cause for the relief sought

each of 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

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); Cameros Energy, 1nc. (9487); and Gotland Oil, 1nc. (5463). The mailing address for all of

the Debtors is

1 i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Motion.

68773-002\DOCS_LA:218784.6

therein, and it appearing that the relief requested is in the best interest of PEAH, its estate,
creditors, and other parties in interest; it is hereby:
ORDERED that the Motion is Granted; and it is further
ORDERED that PEAH is authorized to abandon and is deemed to have

abandoned the Stock effective nunc pro tunc as of the Petition Date pursuant to section 554 of
the Bankruptcy Code; and it is further
ORDERED that nothing in this Order shall determine the party or parties who

will gain title to the Stock, or may be responsible for any obligations arising under or in
connection with the Stock, upon abandonment by PEAH's estate, provided, however, that title in
the Stock shall not vest in any of

the DIP Lenders or Prepetition Secured Lenders;3 and it is

further

ORDERED that this Order shall be effective immediately; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all

matters arising from or relating to this Order

Dated: May _,2010

The Honorable Kevin 1. Carey UNITED STATES BANKRUPTCY JUDGE

3 Both terms as defined in that certain Final Order Pursuant To / / u.s.e. /05,36/,362.363,364,365 And
Cash Collateral; (3) Granting Liens And Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection; And (5) ModifJing Automatic Stay (Docket No. 415).
507: (/) Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use Of

2
68773-002\DOCSJA:2 i 8784.6

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

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

Debtors. )

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Rasheda S. Stewart, being duly sworn according to law, deposes and says that she

is employed by the law firm ofPachulski Stang Ziehl & Jones LLP, counsel for the Debtors, in
the above-captioned action, and that on the 30h day of April, 2010, she caused a copy of

the

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

Pacifc Energy Alaska Holdings, LLC for an Order Authorizing Abandonment of Cook Inlet Pipe Line Company Stock;
Notice of Motion of

Motion of Pacific Energy Alaska Holdings, LLC for an Order Authorizing Abandonment of Cook Inlet Pipe Line Company Stock;

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

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); 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.

Order Authoriing Abaud;/iiP~k.

Rasheda S. Stewar

) )(

DEBR L. YOUNG NOTARY PU8tc STATE Of DELAWAR

_ cc exp JW 1St 1011

Pacific Energy Special Service List Motion Abandon Cook Inlet Pipe Line Company Stock
Case No. 09-10785
Document No. 159531

First Class Mail

(Counsel for State of Alaska) Lorenzo Marinuzzi, Esquire Samantha Martin, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

03- Hand Delivery

02 - First Class Mail

Hand Delivery (counsel for Cook Inlet Energy, LLC) William D. Sullivan, Esq. Sullivan, Hazeltine & Allinson LLC
4 East 8th Street, Ste 400

Wilmington, DE 19801
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 Cook Inlet Pipe Line Company) Stephen M. Miller, Esquire Brett D. Fallon, Esquire Morris James LLP
500 Delaware Avenue, Ste 1500

Wilmington, DE 19801

First Class Mail

(Chevron Pipe Line Company) Mr. James L. Ramsey Commercial Manager, MidContinent Chevron Pipe Line Company 4800 Fournace Place Bellaire, TX 77401

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785
Document No. 145745

19 - Hand Delivery 50 - First Class Mail

02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Offce District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire
Skadden Ars, Slate, Meagher & Flom LLP

(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

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

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
Citizens Ban Center, Suite 1401

Los Angeles, CA 90067

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

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

Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP
919 N. Market Street, 12th Floor

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

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

Wilmington, DE 19801

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

Hand Delivery

(Counsel for Amadon Limited and

Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery
(Offcial Committee of

Unsecured

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

Hand Delivery (Counsel for Forest Oil Corporation) Robert J. Dehney, Esquire
Curis S. Miler, Esquire

Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899
Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Philips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806
Hand Delivery (Counsel for Ramshorn Investments, Inc.) Jonathan L. Parshall, Esquire Murphy & Landon
1011 Centre Road, Suite 210

1313 Market Street Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire W omble 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
300 Delaware Avenue, Ste 1010

Wilmington, DE 19805
Hand Delivery (Counsel for Longfellow Energy LP)
Teresa K.D. Curier, 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 Wilmington, DE 19801

Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899

Hand Delivery (Counsel for Rise Energy Partners, LP) Christopher A. Ward, Esquire Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801

Hand Delivery (Counsel toCook Inlet Pipe Line Company)

Stephen M. Miler, Esquire

First Class Mail

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

Brett D. Fallon, Esquire Douglas N. Candeub, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19899

First Class Mail

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Washington, DC 20549

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

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Chevron Oil Company

Attn: Steven Lastraps

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1000 Louisiana, Suite 550

Houston, Texas 77002

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