In re: )

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 1 1
i

) )

PACIFIC ENERGY RESOURCES LTD., et al., )

Debtors. )

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

Objections due by: April 24, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: May 1, 2009 at i :00 p.m. prevailng Eastern time

APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE_DEBTORS AND DEBTORS-IN-POSSESSION NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtors and debtors-in-possession (collectively, the "Debtors"),
submit this application for an order authorizing the employment and retention of Meyers Norris

Penny LLP ("MNP") as auditors to the Debtors nunc pro tunc to the Petition Date as more fully
set forth below pursuant to the terms of

the Engagement Letter (defined below) and the Affidavit

of Jason Tuffs, a partner of MNP (the "Jason Tuffs Affidavit"), a copy of which is attached
hereto as Exhibit A. In support of

this application, the Debtors respectfully state as follows:

JURISDICTION

1. This Court has jurisdiction over this application under 28 U.S.C. 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of

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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating

LLC (7021); San Pedro Bay Pipeline Company (\234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.
(5463). The mailng address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, LongBeach,CA

90802.

K&E 10924757.17
DOCS_DE: 146934.1

these proceedings and this application in this district is proper under 28 US.C. 1408 and
1409.

2. The statutory basis for the relief requested herein is section 327(a) of the title 11

of the United States Code, as amended by the Bankuptcy Abuse Prevention and Consumer
Protection Act of2005 (the "Banuptcy Code").
BACKGROUND

3. On March 9, 2009 (the "Petition Date"), the Debtors each filed voluntary petitions

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

their property and are operating and managing their businesses, as debtors in possession,
pursuant to sections 1 107 and 1 108 of the Bankuptcy Code.

4. No request for the appointment of a trustee or examiner has been made. The
Official Committee of Unsecured Creditors (the "Committee") was appointed by the United
States Trustee on March 19,2009.
5. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334 and

157. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). The venue of the Debtors'

chapter 11 cases and this Motion is proper pursuant to 28 U.S.C. 1408 and 1409 and Local

Bankptcy Rules.
6. The factual background relating to the Debtors' commencement of these chapter

1 1 cases are set forth in detail in the Declaration of Gerald a. Tywoniuk, Chief Financial Officer,

in support of First Day Motions filed on March 9, 2009 (Docket No.2).

2
K&E 10924757.17
DOCS_DE 146934 1

RELIEF REQUESTED
7. The Debtors desire to retain and employ MNP as their auditors pursuant to section

327(a) of the Banruptcy Code to continue to perform auditing services as described herein and
consistent with the terms and conditions of the November 14, 2008, engagement letter between
the parties attached hereto as Exhibit B. The Debtors request that MNP's employment be

approved nunc pro tunc to the Petition Date.

MNP's QUALIFICATIONS

8. MNP has significant qualifications and experience in performing the scope of

work described below. MNP is a professional services firm with more than 350 partners and
2200 professional staff. The firm's experience in auditing is widely recognized, and it regularly
provides such services to large and complex business entities.

9. Because of their excellent reputation and outstanding services, the Debtors

employed MNP as their auditors prior to the Petition Date. As a result, MNP has considerable
knowledge concerning the Debtors and is already familiar with the Debtors' business affairs to
the extent necessary for the scope of the proposed and anticipated services. Such experience and

knowledge wil be valuable to the Debtors in their efforts to reorganize. Accordingly, the
Debtors believe that MNP is well qualified and able to perform auditing and accounting services for the Debtors in a cost-effective, efficient, and timely maner and wish to retain MNP to
continue to provie such services during these chapter 11 cases.

3
K&E 10924757.17
DOCS_DE: 146934. 1

SCOPE OF SERVICES
10. Prior to the Petition Date, MNP functioned as the Debtors' independent auditors

and the Debtors' post-petition retention of MNP wil continue to be within the same scope of
auditing services, or on such other terms as may be agreed to by the Debtors and MNP by,

among other means, written engagement letters entered into between the Debtors and MNP. The

nature and extent of the services that MNP proposes to render to the Debtors are as follows, as
may be requested by the Debtors and as may be agreed to by MNP: to report to the shareholders

by expressing an opinion on Pacific Energy Resources, Ltd., annual consolidated financial

statements.
MNP's DISINTERESTEDNESS

11. MNP has informed the Debtors that, except as may be set forth in the Jason Tuffs
Affdavit, to the best of its knowledge after reasonable inquiry it (a) has no connection with the

Debtors, their significant creditors or other parties-in-interest in these restructuring cases, (b)
does not hold any interest adverse to the Debtors' estates and (c) believes that it is a disinterested
person as defined in section 101 (14) of the Bankruptcy Code.

12. MNP has conducted an ongoing review of its fies to search for potential conflcts

or other disqualifying circumstances. If MNP discovers material facts or relationships that it

determines require disclosure, MNP wil provide the Court with supplemental disclosure.

13. MNP has agreed not to share with any non-affiiated person or firm any
compensation it wil receive for professional services it renders in connection with these chapter
11 cases.

4
K&E 10924757.17
DOCS_DE: 146934.1

PAYMENT OF FEES AND EXPENSES

14. The Debtors understand that MNP intends to apply to the Court for allowance of

compensation and reimbursement of expenses for audit and accounting services performed for
the Debtors in accordance with the applicable provisions of

the Bankuptcy Code, the Federal

Rules of

Bankruptcy Procedure, corresponding local rules, the guidelines established by the U.S.

Trustee and orders of

this Court. The customary hourly rates, subject to periodic adjustments,

charged for MNP professionals anticipated to provide services to the Debtors pursuant to the
application, are as follows:

Partner Cdn $460 Manager Cdn $270

Staff Accountants Cdn $168
15. In addition to compensation for professional services rendered by MNP

personnel, MNP wil seek reimbursement for reasonable and necessary expenses incurred in

connection with these restructuring cases, including, without limitation, the costs of long
distance telephone and telecommunication charges, photocopying, delivery, postage, and clerical
assistance.

16. As previously noted, the Debtors engaged MNP to perform audit services before

the Petition Date. As compensation for these services and reimbursement for expenses, the

Debtors paid MNP approximately Cdn $304,700, over approximately the last twelve months.

During the ninety days before the Petition Date, the Debtors paid MNP or its affiiates

5
K&E 1092475717
DOCS_DE: 146934. 1

approximately Cdn $228,500. MNP is not owed any amounts for prepetition services rendered
to the Debtors.
NOTICE

17. Notice of

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

their counsel, if known: (i) the United States Trustee; (ii) proposed counsel for the Official

Committee of Unsecured Creditors (iii) the prepetition and postpetition secured lenders'
respective counsel, and (iv) all paries in interest requesting notice under Bankruptcy Rule 2002.

In light of the nature of the relief requested herein, the Debtors submit that no other or further
notice is required.
No PRIOR REQUEST

18. No prior application for the relief

requested herein has been made to this or any

other Court.

6
K&E 10924757.17
DOCS_DE 146934.1

WHEREFORE, the Debtors request that this Court enter an Order (i) authorizing the

Debtors to retain and employ MNP as their independent auditors and accountants effective as of

the Petition Date and (ii) granting the Debtors such other and further relief as it deems just and
proper.

Dated: April J!, 2009

JONES LLP

Laura avis J es (DE

IraD.
Scotta E. McFarland (DE 165391)
Robert M. Saunders (CA ar . 226172)
James E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ljonespszjlaw.com
ikharaschpszj law .com

smcfarlandpszj law.com

rsaunderspszjlaw.com joneillpszjlaw.com kmakowskipszjlaw.com

Counsel for Debtor and Debtor in Possession, Pacific Energy Resources Ltd.

7
K&E 10924757.17
DOCS_DE: 146934. 1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
TO: (a) the Office of Official Committee of

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

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

Debtors. )

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

Deadline for Objections: April 24, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: May 1, 2009 at i :00 p.m. prevailng Eastern time

NOTICE OF APPLICATION OF DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRIS PENNY LLP AS AUDITORS TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
Delaware; (b) counsel to the Unsecured Creditors (c) the Debtors' pre-petition and post-petition lenders or their counsel and (d) all parties who have requested notice pursuant to
the United States Trustee for the District of

Bankuptcy Rule 2002

PLEASE TAKE NOTICE that on April

14, 2009, the debtors and debtors-in-

possession (collectively, the "Debtors") in the above-captioned case have filed the attached
Application of Debtors for Entry of an Order Authorizing the Employment and Retention of
Meyers Norris Penny LLP as Auditors to the Debtors nunc pro tunc to the Petition Date (the
"Application") with the Clerk of

the United States Banptcy Court for the District of

Delaware.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Application must be fied on or before April 24, 2009 at 4:00 p.m. prevailng Eastern Time.

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

Objections or other responses to the Application, if any, must also be served so

that they are received not later than April 24, 2009 at 4:00 p.m. prevailng Eastern time, by:
(1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, Wilmington, DE

19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionespszilaw.com
and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11 th Floor, Los

Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail:

ikharashpszilaw.com (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen,
399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: ieffrey.sabinbingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA

01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kylebingham.com and Silver
Point Finance: Skadden, Ars, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago,

IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail:

seth.iacobsonskadden.com and (c) the Office of

the United States Trustee, 1. Caleb Boggs

Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of

Unsecured Creditors

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpipersteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icarignanpepperlaw.com.

A HEARING ON THE APPLICATION 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 1,2009 AT 1:00 P.M. PREVAILING EASTERN TIME.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY APPROVE THE APPLICATION WITHOUT FURTHER NOTICE OR
HEARING.
Dated: April -t, 2009

PACHULSKI STANG ZIEHL & JONES LLP

36)

Ira . Kharas h (CA Bar No. 21)

Sc tta E. McFarland (DE ar No. 184, CA Bar No. 165391)

Robert M. Saunders (CA N 26172)

James E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: lionespszilaw.com

ikharaschpszi law.com smcfarlandpszi law.com

rsaunderspszilaw.com
i oneillpszi law .com
kmakowskipszi law.com

Counsel for Debtors and Debtors in Possession.

68773-00

1 \DOCS_DE:

1470 1 8. i

EXHIBIT A
Please see attached Jason Tuffs Affidavit.

K&E 10924757.17
DOCS_DE: 146934. 1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF
)
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

)
)

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

Case No. 09-10785 L(Jointly Administered)

Debtors. )

DISCLOSURE AFFIDAVIT OF ORDINARY COURSE PROFESSIONAL

COUNTY OF

i, Jason Tuffs, hereby declare that the following is true to the best of

my

knowledge, information and belief:

1. i am a partner of

Meyers Norris Penny LLP (the "Firm") which maintains

offces at 900, 700, 6th Ave SW Calgary, Alberta T2P OT8 CANADA.
2. This Affidavit is submitted in connection with an order ofthe United

States Bankruptcy Court for the District of

Delaware dated April 8, 2009, authorizing the above-

captioned debtors and debtors in possession (the "Debtors") to retain certain professionals in the
ordinary course of business during the pendency of the Debtors' chapter 11 cases (the "Chapter
i 1 Cases").

1 The Debtors in these cases, along with the last four digits of each of the Debtor's federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (I 234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 1 i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90208.

68773-00 1 \DOCS_DE: 14562!.2

3. The Firm, through me, and members of

the firm, have represented and

aspects of

advised the Debtors as Auditors with respect to a broad range of

the Debtors'

business, including Audit, tax and accounting issues. since November 21, 2005.
4. The Debtors have requested, and the Firm has agreed, to continue to

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

title 11 of

the United

States Code (the "Bankruptcy Code") with respect to such matters. Additionally, the Debtors
have requested, and the Firm proposes to render, the following services to the Debtors: Audit and
other Professional Services.

5. The Firm's current customary hourly rates, subject to change from time to

time, are Cdn$460 - partner, Cdn$270 - manager, Cdn$168 - staff rate. In the normal course of
business, the Firm revises its regular hourly rates on June 1 of each year and requests that, effective June 1 of each year, the aforementioned rates be revised to the regular hourly rates

which wil be in effect at that time.

6. To the best of my knowledge, formed after due inquiry, neither i, the

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

the United States Trustee or any person

employed by the Office of

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

to be engaged, and the Firm does not, by reason of any direct or indirect relationship to,
connection with, or interest in the Debtors, hold or represent any interest adverse to the Debtors, their estates or any class of creditors or equity interest holders.
7. Thus, i believe that the Firm's representation of

such entities in matters

entirely unrelated to the Debtors is not adverse to the Debtors' interests, or the interests oftheir
2
68773-001\DOCS_DE: 14562 J.2

creditors or estates in respect of

the matters for which the Firm wiIl be engaged, nor will such

services impair the Firm's ability to represent the Debtors in the ordinary course in these
Chapter 11 Cases.
8. In addition, although unascertainable at this time after due inquiry, due to

the magnitude of

the Debtors' potential universe of

creditors and the Firm's clients, the Firm

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

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

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

biled or that have been biled but with respect to which payment has not yet been received. The
Firm is currently owed $0 on account of such prepetition services.
10. In light of the foregoing, I believe that the Firm does not hold or represent

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

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

any partner, associate or other professional thereof as to compensation in connection with these
Chapter i 1 Cases other than in accordance with the provisions of

the Bankruptcy Code, the

Bankruptcy Practice and Procedure

Federal Rules of

Bankruptcy Procedure, the Local Rules of

of the United States Bankruptcy Court for the District of Delaware, and orders of this Court.

3
68773-001 \DOCS_DE: 145621.2

12. The Firm further states that it has not shared, nor agreed to share any
compensation received in connection with these Chapter 11 Cases with another party or person,

other than as permitted by section 504(b) ofthe Bankruptcy Code and Bankruptcy Rule 2016.

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

Bankruptcy Procedure 2014 and 2016(b).

I declare under penalty of

perjury under the laws ofthe United States of America

that the foregoing is true and correct.

JASON TUFFS 900, 700 - 6TH AVE SW

r~

CALGARY, ALBERTA T2P OT8 CANADA

4
68773-001

\DOCS_DE: 145621.2

EXHIBIT B

Please see attached copy of signed engagement letter.

K&E 10924757.17
DOCS_DE: 146934.1

, , ro "

l'. ;

I' i: i.1

F .i '

November 14, 2008

Mr. Darren Katie Pacific Energy Resources Ltd. 111 West Ocean Suite, Suite 1240 Long Beach, California 90802
Dear Mr. KaUc:

This letter wil confirm the arrangements discussed with you regarding the services we wil render to Pacifc
Energy Resources Ltd. ("the Company") commencing with the fiscal year ending December 31, 2008.

Objective, scope and limitations

Our statutory funcUon as auditors of Pacific Energy Resources Ltd. Is to report to the shareholders by

expressing an opinion on Pacifc Energy Resources Ltd.'s annual consolidated financial statements. We will the conclusion of conduct our audit in accordance with Canadian generally accepted auditing standards and at

our examination, we wil submit to you a report containing our opinion on the consolidated financial statements. If, during the course of our work, it appears for any reason that we WILL not be in a position to render an
unqualifed opinion on the consolidated financial statements, we wlii discuss this with you.

An auditor conducting an audit In accordance with Canadian generally accepted auditing standards obtains
reasonable assurance that the consolidated financial statements taken as a whole are free of material

misstatement, whether caused by fraud or error. It Is important to recognize that an auditor cannot obtain
absolute assurance that material misstatements in the consolidated financial statements will be detected
because of factors such as the use of judgment, selective testing of data, inherent limitations of controls, and the fact that much of the audit evidence available is persuasive rather than conclusive in nature.

Furthermore, because of the nature of fraud, Including attempts at concealment through collusion and forgery, an audit designed and executed in accordance with Canadian generally accepted auditing standards may not

deteot motorial frtud. While effective controJEl reduce tho Iikolihood that miElstatements wil ooour and remain undetected, they do not eliminate that possibilty. Therefore, we cannot guarantee that fraud, error and illegal
FmtR, if prARp.nt, wil hp. r1p.tP.r:tP.r1 when condur:ting an audIt In accordance with Canadian generally accepted auditing standards.

Our responsibilties

We shall examine the consolidated balance sheet of Pacifc Energy Resources Ltd. as of December 31, 2008
and the related statements of operations, accumulated deficit and other comprehensive income and cash flows
for the year then ended. Our examination wil be made in accordance with Canadian generally accepted

auditing standards, and accordingly, we wil plan and perform our audit to provide reasonable, but not absolute,
assurance of detecting fraud and errors that have a material effect on the consolidated financial statements taken as a whole, Including ilegal acts whose consequences have a material effect on the consolidated financial

statements.

5aES
uu'un uu 1'I:.\~M'" ~ II Ill)
Gi ON 1l\1!

CHARTERED

ACCOUNTANTS & BUSINESS ADVISORS

A~ !j,g,rYf:!b

SUIT 300.622. 5TH AVE. S.w" CALGARY, AB T2P OM5

1-877-500-0792 PH. (403) 253-3385 FAX (403) 269-B450 mnp.ca

The Rules of Professional Conduct require that we are independent when conducting this engagement. We wil

communicate in writing to the audit committee or equivalent any relationships between Pacific Energy
Resources Ltd. (including related entities) and Meyers Norrs Penny LLP that, in our professional judgment, may reasonably be thought to bear on our independence. Further, we wil confirm our independence with respect to Pacific Energy Resources Ltd. If matters should arise during this engagement that can reasonably be assumed to have impaired our independence, we may need to withdraw from this engagement.

The objective of our audit is to obtain reasonable assurance that the consolidated financial statements are free of material misstatement. However, If any of the following matters are identifed, they will be communicated to the appropriate level of management:

misstatements, resulting from error, other than trivial errors; fraud or any Information obtaIned that indicates that a fraud may exist; any evidence obtained that indicates that an ilegal or possibly ilegal act, other than one considered inconsequential, has occurrd; signifcant weaknesses In the design or Implementation of controls to prevent and detect fraud or error;
and,

related party transactions identffed that are not in the normal course of operations and that involve
significant Judgments made by management concerning measurement or disclosure.

The matters communicated will be those that we Identif during the course of our audit. Audits do not usually

identify all matters that may be of interest to management in discharging its responsibilties. The type and significance of the matter to be communicated will determine the level of management to which the
communication is directed.

Furthermore, we wil consider the Company's controls over financial reporting for the purpose of identifying
types of potential misstatement, considering factors that affect the risks of material misstatement, and

determining the nature, timing and extent of auditing procedures necessary for expressing our opinion on the consolidated financial statements. This consideration wil not be suffcient to enable us to render an opInion on the effectiveness of controls over financial reporting nor to identify all significant weaknesses in the Company's system of financial controls. However, we wil inform the appropriate level of management of any signifcant weaknesses in controls that come to our attention.

Management's responsibilties
The operations of the Company are under the control of management, which has responsibilty for the accurate recording of transactions and the preparation and fair presentation of the consolidated financial statements In accordance with Canadian generally accepted accounting principles.
During the course of our audit, you wil be required to provide and make available complete information,

Including financial records, related data, and copies of all minutes of meetings of shareholders, directors and

committees of directors. As well, informaUon relating to any known or probable instances of non-compliance
with legislative or regulatory requirements (including financial reporting requirements), ilegal or possibly ilegal acts and all related parties and related party transactions wil need to be provided.
Management's responsibilty with respect to fraud and error Includes the design and implementation of controls for its prevention and detection; an assessment of the risk that the consolidated financial statements may be materially misstated; disclosure of situations where fraud or suspected fraud involving management, employees

who have significant roles in controls, or others, where the fraud could have a non-trivial effect on the
consolidated financial statements, have been identified or allegations have been made; and communicating your belief that the effects of any uncorrected consolidated financial statement misstatements aggregated during the audit are immaterial, both individualiy and in the aggregate, to the consolidated financial statements taken as a whole.

".

As management, you wil also be asked to provide us with information relating to recognition, measurement and disclosure in the consolidated financial statements, specifcally relating to:

o an assessment of the reasonableness of signifcant assumptions underlying fair value measurements

and disclosures;

o any plans or Intentions that may affect the carring value or classification of assets or liabilties;

the measurement and disclosure of related part transactions;

o designated hedging relationships

o an assessment of all areas of measurement uncertainty known to management requiring disclosure;

claims and possible claims, whether or not they have been discussed with Pacifc Energy Resources
Ltd.'s legal counsel;
o other liabilties and contingent gains or losses, Including those associated with guarantees, whether

written or oral, under which Pacific Energy Resources Ltd. is contingently liable;

whether Pacific Energy Resources Ltd. has satisfactory title to assets, and whether liens or
encumbrances on assets exist, or assets are pledged as collateral;

compliance with aspects of contractual agreements that may affect the consolidated financial
statements; and
subsequent events.

In accordance with Canadian generally accepted auditing standards, we wl request a letter of representation
from management at the close of our examination in order to confirm oral representations given to us and

reduce the possibllty of misunderstanding conceming matters that are the subject of the representations. Specifcally, we wil request wrtten confirmation of significant representations provided on matters that are
directly related to items that are material, either individually or In the aggregate, to the consolidated financial
statements, not directly related to items that are material to the consolidated financial statements, but are

signifcant. either individually or in the aggregate, to the engagement, and matters relevant to your judgments or

estimates that are material, either Individually or in the aggregate, to the consolidated financial statements.
These representations are used as evidence to assist us in deriving reasonable conclusions upon which our
audit opinion is based.

If the Company plans any reproduction or publication of our report, or a portion thereof, printer's proofs of the complete documents should be submitted to us in suffcient time for our review, prior to making such documents publicly available. It wil also be necessary for you to furnish us with a copy of the printed report. Further, It is

agreed that in any electronic distribution, for example on Pacifc Energy Resources Ltd.'s website, or on
designated public document databases such as SEDAR, management is solely responsible for the accurate and complete reproduction of our report and the subject matter on which we reported, and for Informing us of any

subsequent changes to such documents. However, we are responsible to read the documents to ensure
accuracy, and consider the appropriateness of other information accompanying the audited consolidated

financial statements, upon InItial posting.

The examInation of the consolidated financial statements and the issuance of our audit opinion are solely for the use of the Company and those to whom our report is specifcally addressed. We make no representations of any kind to any third party in respect of these consolidated financial statements and we accept no responsibllty
for their use by any third party. If our name is to be used In connection with the consolidated financial

statements, you will attach our audit report when distnbuting the consolidated financial statements to third parties.
We ask that our names be used only with our consent and that any information to which we have attached a communication be issued with that communication unless otherwse agreed to by us.

".

Other matters
The audit is for the general purpose of assessing the performance of management over the prior fiscal year period and not for the purpose of individual investor decisions. As such, no shareholder or Investor should make any personal decisions based solely on the audited consolidated financial statements. We have no knowledge of any individual shareholder or investor concerns or intentions.

We wil ask that your personnel, to the extent possible, prepare various schedules and analysis, and make various invoices and other documents available to our team. This assistance will faciltate the progress of
our work and minimize the cost of our service to you.

We wil, as permitted by the Rules of Professional Conduct, provide additional services upon request, in
areas such as taxation, leadership and human resource management, communication, marketing, strategic planning, financial management and technology consulting.

As part of our services, we may submit to you a memorandum containing suggestions for improvement of existing systems of control, accounting pollcies and procedures, and related matters that come to our attention during the course of our work.

Our fees are determined on the basis of time spent on the engagement at the tari rates of various members
of our team. Any disbursements will be added to the billng.

Our standard terms and conditons, listed below. form part of our mutual understanding of the terms of this

engagement.
1. Timely Performance - Meyers Norrs Penny LLP ("MNP") wil use all reasonable efforts to complete,

within any agreed-upon time frame, the performance of the services described in the engagement
letter to which these Terms and Conditions are attached. However, MNP shall not be liable for failures

or delays in performance that arise from causes beyond our control, including the untimely
performance by the Company of its obligations as set out in the engagement letter.
2. Right to Terminate Services - The Company may terminate the engagement upon 30 days written

notice. If this occurs, the Company shall pay for time and expenses incurred by MNP up to the
termination date. together with reasonable time and expenses incurred to bring the services to a close

in a prompt and orderly manner. Should the Company not fulfi its obligations as set out herein and in
the engagement letter, and in the event that the Company fails to remedy such default within 30 days following receipt of notice from MNP to that effect, MNP may, upon wrten notificatlon and without

prejudice to its other rights and resources, terminate provision of our services as described In the
engagement letter. In such case, MNP shall not be responsible for any loss, costs, expenses, or
damages resulting from such termination.

3. Fees - Any fee estimates by MNP take into account the agreed-upon level of preparation and
assistance from the Company's personneL. MNP undertakes to advise the Company's management
on a timely basis should this preparation and assistance not be provided, or should any other

circumstances arise which cause actual time to exceed the estimate.

4. Administrative Expenses - Administrative expenses include costs such as long distance telephone
and telecommunicatIon charges. photocopying, deliVery, postage, and clerical assistance. These expenses are based on a percentage of our fees for professional services (5%). Where applicable, PST has been paid on these expenses. Other major costs such as travel, meals, accommodation and other signifcant expenses wil be charged as incurred.
5. BIling - Bils will be rendered on a regular basis as the assignment progresses. Accounts are due

and payable upon receipt. Interest may be charged on the balance of any accounts remaining unpaid for more than 30 days, at a rate of 1.5% per month (19.56% per annum).

".

6. Taxes - All fees and other charges do not include any applicable federal, provincial, or other goods
and services or sales taxes, or any other taxes or duties whether presently in force or imposed In the

future. The Company shall assume and pay any such taxes or duties, without deduction frm the fees
and charges hereunder.

7. Governing Law - The engagement wil be governed and construed In accordance with the laws of the
Province of Alberta, and shall be deemed in all respects to be an Alberta contract. The Company and MNP submit to the courts of that juriSdiction with respect to all matters arising under or by virtue of this

Agreement.
8. Working Papers - MNP owns all working papers and files, other materials, reports and work created, developed or performed during the course of the engagement, including intellectual property used in the preparation thereof. We will provide management with a copy of all practitioner-prepared working papers necessary for the Company's accounting records. MNP may develop softare, including spreadsheets, documents, databases, and other electronic tools, to assist us with our assignment. As

these tools and working papers were developed specifcally for our purposes and without
consideration of any purpose for which the Company might use them, any such tools which may be provided to the Company, will be made available on an "as Is" basis only, at our discretion, and should

not be distributed to or shared with any third party. Except as indicated in the Rules of Professional
Conduct or by any legal proceeding, we have no responsibllty to share our working papers with you or

with any other parties.

9. Nature of the Limited Liabilty Partnership (LLP) - MNP is a registered limited liabilty partnership, as permitted by legislation enacted in our governing jurisdiction of the Province of Alberta. This
legislation provides that a partner of an LLP Is not personally liable for any of the debts, obligations, or

liabiliies of the LLP or any of the other partners which may arise as a result of any negligent act or omission of another partner of the LLP, or by any employee of the partnership, unless such act or omission Is committed by the partner him or herself or by a person under the parter's direct supervision and control. All partners of an LLP remain personally liable for any acts or omissions
arising as a result of their own negligence, and for the acts or omissions of those directly under their supervision or control, and shall continue to be subject to unlimited personal liabilty for all of the other liabilties of the partnership. The legislation does not reduce or limit in any way the liability of the partnership itself, and all of the partnership's assets and insurance coverage remain at risk.

10. Release and Limitation of liabilty - The Company and MNP agree to the following with respect
to MNP's liabilty to the Company:
a. In any action, claim, loss or damage arising out of the engagement, the Company agrees that
of MNP's proportionate share of the total

MNP's Iiabllty wil be several and not joint and the Company may only claim payment from MNP liability based on the degree of fault of MNP as finally determined by a court of competent jurisdiction.

b. Other than for matters finally determined to have resulted from the negligent behaviour of MNP,

whether the claim be in tort, contract, or otherwse:

i. MNP shall not be liable to the Company and the Company releases MNP for all claims,
damages, costs, charges and expenses (including legal fees and disbursements) incurred or suffered by the Company related to, arising out of, or In any way associated with the engagement to the extent that the aggregate of such amounts is in excess of
three times the total professional fees paid by the Company to MNP in connection with

thIs engagement during the 12 month period commencing from the date of the
engagement letter to which these terms and conditions are attached; and,

ii MNP shall not be liable to the Company for any consequential, indirect, lost profit or
similar damages, or failure to realize expected savings, relating to MNP's services
provided urid~1' 1I1l: eriyagementleller to which these temis and condilions are allacheu.

Il

11. Indemnification - The Company agrees to indemnif and hold harmless MNP against: a. All claims, damages, costs, charges and expenses (Including legal fees and disbursements)

which are related to, arise out of, or are in any way associated with the engagement, whether

the claims are civil, penal, regulatory, or administrative in nature, other than those finally
determined to have resulted from MNP's negligent behaviour; and,

b. Notwthstanding "a.," all claims, damages, costs, charges and expenses (Including legal fees
and disbursements) which are related to, arise out of, or are in any way associated with the engagement, whether the claims are civil, penal, regulatory, or administrative in nature, that

arise from or are based on any deliberate misstatement or omission in any material,
information or representation supplied or approved by any offcer or member of the Board of Directors of the Company, other than those matters finally determined to have resulted from MNP's negligent behaviour.

12. Survival of Terms - The Company and MNP agree that clauses 10. and 11. wil survive termination
of the engagement.

In the event that you choose to terminate this engagement based on the terms outlned above we reserve

the right to notif all financial statement users of the change.

The privacy and security of the personal information you provide is Important to us. We strive to ensure the strictest compliance with all applicable provincial and federal standards of protection and disclosure of

personal information by any and all of our employees, agents, divisions and/or affilates (referred to
collectively as "MNP"). You may review our privacy policy at ww.mno.ca. We will not collect, use, or
disclose any of your personal information without your knowledge and consent, unless required to do so by

legal authority or the applicable provincial Rules of Professional Conduct.

By Signing this engagement letter you agree that for the purposes of this engagement MNP may collect, use,

and disclose personal information in accordance with our privacy polley. You also agree that MNP may
collect and use personal information from you for the purposes of providing other services or informing you of

other opportunites from time to time ("Other Matters"). Personal information that is not relevant to the
purposes of this engagement or to any Other Matters will not be disclosed to anyone for any reason without your further prior consent.

In accordance with professional regulations (and by Firm policy), our client fies must be periodically
reviewed by provincial or national practice inspectors and by other Firm personnel to ensure we are adhering to professional and Firm standards. Confidentialiy of client Information wil be maintained throughout this

process.
The arrangements outlined above will continue in effect from year to year. unless changed in writing.

We believe the foregoing correctly sets forth our understanding, but If you have any questions, please let us

know. If you find the arrngements acceptable, please acknowledge your agreement to the understanding
by signing and returning to us the second copy of this engagement letter.

".

..,

It is a pleasure for us to be of service to you. We look forward to many years of assocIation with you and Pacifc Energy Resources Ltd.

Yours trly,

M~ tJ~ ~
MEYERS NORRIS PENNY LLP

i-tP

fcjc Encls.

RESPONSE:
This letter correctly sets forth the understanding of Pacific Energy Resources Ltd.

~oorsrgn~u~ . -

Title

t :v'Jjf?

Date i i

~h/FJ

".

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
POSSESSION NUNC PRO TUNC

FOR THE DISTRICT OF DELAWARE

Chapter 11
1

) )

PACIFIC ENERGY RESOURCES LTD., et al., )

Debtors. )

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

Related Docket No.

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORS-INTO THE PETITION DATE
Upon the application (the "Application"f of the Debtors for an order, pursuant to section
?

327(a) of the Bankruptcy Code and Fed.R.Bankr.P. 2014(a), authorizing the employment and
retention of Meyers Norris Penny LLP ("MNP") as auditors the Debtors, as more fully set forth
in the Application; and upon consideration of

the Affdavit of Jason Tuffs, a partner ofMNP (the

"Jason Tuffs Affidavit"), a copy of which is attached to the Application as Exhibit A; and the

Court having jurisdiction to consider the Application and the relief requested therein in
accordance with 28 U.S.C. 157 and 1334; and due and proper notice of the Application

having been given, and it appearing that no other or further notice need be provided; and the
Court having determined that (i) MNP holds no interest adverse to the Debtors or the Debtors'

estates with respect to the matters upon which it is to be engaged, (ii) MNP is a "disinterested
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 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 mailng address for all of the Debtors is L1IW. Ocean Boulevard, Suite 1240, Long Beach, CA

90802.
2

Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.

K&E 10924757.17
DOCS_DE' 146934. 1

person" as that term is defined under section 101 (14) of the Bankruptcy Code, as modified by
section 1107(b) of

the Bankruptcy Code and that (iii) MNP's employment is necessary and in the

best interest of the Debtors' estates, their creditors and other parties-in-interest; and after due
deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Application is granted in its entirety; and it is further

ORDERED that the Debtors' employment and retention of MNP as auditors is approved

pursuant to section 327(a) of the Bankrptcy Code on the terms as requested in the Application,

the November 14, 2008 engagement letter and the Jason Tuffs Affidavit; effective as of the
Petition Date; and it is further

ORDERED that MNP shall apply for compensation for services rendered and
reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331
of the Bankruptcy Code, applicable Federal Rules of Bankruptcy Procedure, Local Bankruptcy
Rules for the District of Delaware, guidelines established by the office of the United States

Trustee, and such other procedures as may be established by this Court; and it is further
ORDERED, notwithstanding the possible applicability of

Fed R.Bankr. P. 6004(h), 7062,

9014, or otherwise, the terms and conditions of this Order shall be immediately effective and

enforceable upon its entry; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from or relating to the implementation of this Order.
Dated:

,2009
The Honorable Kevin J. Carey Chief United States Bankruptcy Judge
2

K&E 10924757.17
DOCS_DE: 146934. 1

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

the above-captioned action, and that on the 14th day of April, 2009 she caused a copy of

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

Notice and Application to Retain Meyers Norris Penny LLP as Auditors

DEBRA L. YOUNG NOTARY PUBLIC

STATE OF DELAWARE

zooC
DOCS_DE: 147019. 1
i The Debtors in these cases, along with the last four digits of each of

My coission expires July 18,200

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 (i 234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is i i i W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacifc Energy Resources Ltd.

2002 Service List Case No. 09-10785

Document No. 145745

11 - Hand Delivery
36 - 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 Citzens Ban Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899

Los Angeles, CA 90067

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

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

Vito 1. DiMaio 230 N. Market Street Wilmington, DE 19801

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

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

First Class Mail

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

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery

First Class Mail

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

Unsecured (Official Committee of Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

First Class Mail

Attn: Insolvency

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

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

First Class Mail

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

First Class Mail

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

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

Wilmington, DE 19801

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0001

First Class Mail

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

First Class Mail

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

Washington, DC 20549

First Class Mail

Matthew Berry, Esquire
Offce of General Counsel

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Federal Communications Commission

445 iih Street, S.W.

Ana Meresidis, Esquire Skadden, Ars, Slate, Meagher & Flom,

LLP 333 West Wacker Drive Chicago, IL 60606-1285

Washington, DC 20554

First Class Mail

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

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP
399 Park A venue

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

New York, NY 10022

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

First Class Mail

(Counsel to Goldman Sachs and 1.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

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

First Class Mail

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

First Class Mail

First Class Mail

SWEPI LP

P.O. Box 576 Houston, TX 77001-0576

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

First Class Mail

Noble Energy, Inc.

Anchorage, AK 99501

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Linda Lautigar Bankruptcy Coordinator MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

First Class Mail

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

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

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

First Class Mail

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

First Class Mail

Goldman Sachs E&P Capital Attn: John K. Howie 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 333 Clay 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 333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

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

First Class Mail

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

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquirc Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
(Official Committee of

First Class Mail (Counsel for Westchester fire Insurancc

Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51 st Floor

Philadelphia, P A 19103

First Class Mail

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

the Stars, 28th Floor

Los Angeles, CA 90067

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) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP
1290 Avenue of

the Americas

New York, NY 10104

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th 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