Inre:: For The District of Dela Ware

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
Inre:
PACIFIC ENERGY RESOURCES LTD., et al. i
Debtors.
) ) ) ) )
Chapter 11
Case No. 09- 10785 (KC) (Jointly Administered)
Hearing Date: September 9, 2009 ~ 10:00 A.M.
Objection Deadline: September 8, 2009 ~ 12:00 Noon
Related to Docket Nos. 532, 545 and 837
CORRECTED SUPPLEMENTAL NOTICE OF HEARING ON MOTION FOR APPROVAL OF SALE OF DEBTORS' ALASKA GROUP 1 ASSETS (EXCLUDING TRADING BAY) AND DATE AND TIME OF SALE HEARING
PLEASE TAKE NOTICE that a hearing to consider the proposed sale of
the
Debtors' Group 1 assets in Alaska2 (as contemplated in the Cour's Order (A) Approving
Procedures for Sale of the Debtors' Alaska Assets; (B) Scheduling Auction and Hearing to
Consider Approval of Sale; (C) Approving Notice of
Respective Dates, Times, and Placesfor
Auction and for Hearing on Approval of (i) Sale and (ii) Assumption and Assignment of Certain
Executory Contracts and Unexpired Leases; (D) Approving Forms of
Notice; and (E) Granting
Related Relief
(Docket No. 532)), has been scheduled for September 9, 2009, at 10:00 a.m.
prevailing Eastern Time (the "Sale Hearing"), before the Honorable Kevin J. Carey, United
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) ("PEAH"); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021) ("PEAO"); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Suite 1240, Long W. Ocean Boulevard, address for all of the Debtors is ILL mailng Gotland Oil, Inc. (5463). The Beach, CA 90802. 2 The Group 1 assets consist of: (A) PEAO's interests in leased oil and gas production and exploration assets
located in Alaska (and related assets and contracts) that are operated or held for exploration by PERL; (B) PEAO's interests in leased gas production assets located in Alaska (and related assets and contracts) that are operated by Cook Inlet Pipe Line Aurora Gas, LLC; and (C) PEAH's 50% ofthe issued and outstanding common stock of Company ("CIPL").
68773-002\DOCS _DE: i 52685.2
States Banptcy Cour for the District of
Delaware, 824 North Market Street, Fifth Floor,
Courroom 5, Wilmington, Delaware 19801. The Sale Hearing may be adjoured from time to
time without fuher notice except by anouncement of
the adjoured date or dates at the Sale
Hearing or any adjourent thereof.
PLEASE TAKE FURTHER NOTICE that the Debtors have yet to select a buyer
for the Group 1 assets or to document a definitive purchase and sale agreement ("PSA"). The
Sale Hearing will not go forward if no agreement is reached.
PLEASE TAKE FURTHER NOTICE that the Debtors have received offers or
indications of interest to acquire the Group 1 assets from certain prospective buyers pursuant to
the principal terms identified below:3
(1) New Alaska Energy, LLC proposes to acquire the Group 1 assets (excluding the stock of CIPL) for the purchase price of$I,330,000, plus
assumption and payment of certain contract cure obligations. As par of
the sale,
liabilities to be assumed generally include: (a) liabilities associated with ownership or operation of the assets being sold that are incurred from and after the Closing Date; (b) any non-lender royalty obligations (including overriding royalty interests), ( c) environmental liabilities, (d) plugging, abandonment, decommissioning, removal, and/or restoration liabilities, and ( e) all other obligations associated with, relating to, or arising from the ownership or operation of the purchased Group 1 assets from and after the closing date.
(2) Cook Inlet Energy proposes to acquire the Group 1 assets (excluding the $500,000, plus assumption and payment the sale, essentially the same liabilties would be assumed as set forth above for New Alaska Energy, LLC.
stock ofCIPL) for the purchase price of of certain contract cure obligations. As par of
(3) NTP Oil Corporation proposes to acquire the Group 1 assets (excluding
the stock of CIPL) for the purchase price of $500,000, plus assumption and payment of certain contract cure obligations. In addition, NTP has offered to issue an aggregate 10% of the eqqity of the acquisition company to one or both of the sale, essentially the same liabilties the Debtors' secured lenders. As par of would be assumed as set forth above for New Alaska Energy, LLC.
3 The only buyers identified herein are those that the Debtors believe have bid, or intend to bid, on the majority of
the Group 1 assets. Contact information for the buyers may be obtained by written request to Debtors' counsel
identified below.
68773-002\DOCS _DE: i 52685.2
(4) the State of Alaska proposes to acquire the Group 1 assets not curently
owned by the State (excluding the stock ofCIPL) for nominal consideration, plus assumption and payment of certain contract cure obligations, and to obtain title to the Group 1 assets in which the State curently has an ownership interest by way of abandonment by the Debtors' estates.
PLEASE TAKE FURTHER NOTICE that any prospective buyer ofthe Debtors'
Group 1 assets must deliver to the Debtors a binding, definitive PSA by no later than Friday,
September 4,2009 at 12:00 p.m. Noon prevailing Pacific time, along with evidence of
financing.
In order to be considered, each PSA must contemplate that a closing of the sale of the Group 1
assets shall occur no later than September 9,2009 at 4:00 p.m. prevailing Pacific time, assuming
that such sale is approved at the Sale Hearing. By no later than Tuesday, September 8, 2009 at
11 :00 a.m. prevailing Pacific time, any financing contingencies associated with a PSA must be
removed or waived by the buyer, and the buyer must provide Debtors with proof of
fuds on
deposit or a binding commitment letter.
PLEASE TAKE FURTHER NOTICE that any objections previously fied to the
sale of
the Debtors' Group 1 assets may be considered by the Cour at the Sale Hearing. Any
supplemental 0 bj ections or other responses to the proposed sale of the Group 1 assets, if any,
must be served so that they are received not later than September 8, 2009 at 12:00 p.m. Noon
prevailng Eastern time, by: (a) (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market
Street, 1 ih Floor, Wilmigton, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-6524400, e-mail: ioneil~pszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa
Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-
201-0760, e-mail: ikharasch~pszilaw.com; (b) counsel to the Debtors' secured lenders: (1)
Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax:
68773-002\DOCS _DE: i 52685.2
212-752-5378, e-mail: ieffrey.sabin~bingham.com and (2) Bingham McCutchen, One Federal
Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail:

amy.kyle~bingham.com and Silver Point Finance: Skadden, Ars, Slate, Meagher & Flom,
LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: T. Kellan Grant, Esq.; Fax: 312407-8511, e-mail: tkgrant~skadden.com; (c) the Office of
the United States Trustee, J. 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, (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: kpiper~steptoe.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: icarignan~pepperlaw.com.
Dated: September 2, 2009
PACHULSKI STANG ZIEHL & JONES LLP
Isl James E. O'Neil Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. O'Neil (Bar No. 4042) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 3101652-4400
Email: ikharasch~pszjlaw.com
mlitvak~pszyjlaw.com joneil~pszyjlaw.com
Counsel for Debtors and Debtors in Possession
68773-002\DOCS _DE: i 52685.2

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

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

Hearing Date: September 9, 2009 ~ 10:00 A.M.

Objection Deadline: September 8, 2009 ~ 12:00 Noon

Related to Docket Nos. 532, 545 and 837

Respective Dates, Times, and Placesfor

Notice; and (E) Granting

the Debtors' federal tax identification

States Banptcy Cour for the District of

Delaware, 824 North Market Street, Fifth Floor,

the adjoured date or dates at the Sale

Hearing or any adjourent thereof.

deposit or a binding commitment letter.

212-752-5378, e-mail: ieffrey.sabin~bingham.com and (2) Bingham McCutchen, One Federal

Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail:

the United States Trustee, J. Caleb

Creditors, (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los Angeles, CA

PACHULSKI STANG ZIEHL & JONES LLP

68773-002\DOCS _DE: i 52685.2

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