IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et a/.J

Debtors.

)
)

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

Objection Deadline: June 24, 2009 at 4:00 p.m. (prevailng Eastern time) Hearing: July 1,2009 at 10:00 a.m. (prevailng Eastern time)

DEBTORS' MOTION FOR AN ORDER PURSUANT TO 11 U.S.c. 1121(D) EXTENDING THE TIME PERIODS DURING WHICH THE DEBTORS HAVE THE EXCLUSIVE RIGHT TO FILE A PLAN AND SOLICIT ACCEPTANCES THERETO
The above-captioned debtors and debtors in possession (the "Debtors") hereby
move (the "Motion") the Court for the entry of an order, pursuant to section 1121 (d) of title 11 of
the United States Code (the "Bankptcy Code"), (a) extending by one-hundred twenty (120)
days the period under section 1121(b) of

the Bankuptcy Code during which the Debtors have

the exclusive right to file a Chapter 11 plan (the "Exclusive Filing Period") and (b) extending by
one-hundred twenty-one (121) days2 the period under section 1121(c)(3) of

the Banptcy Code

during which the Debtors have the exclusive right to solicit acceptances of a chapter 11 plan

(the "Exclusive Solicitation Period," together with the Exclusive Filng Period, the "Exclusive
Periods"). This is the first request by the Debtors for an extension of

the Exclusive Periods. In

support of

the Motion, the Debtors respectfully state as follows:

the Debtors' federal tax identification

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

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 III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 An extension of the Exclusive Solicitation Period, which now expires on September 5, 2009, of 120 days concludes on Januar 3, 2010, which is a Sunday, therefore, the Debtors request a 121 day extension of the Exclusive Solicitation Period.

DOCS_LA:203447.1

Jurisdiction and Venue

1. The Cour has jurisdiction over this Motion under 28 U.S.C. 1334. This

matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2)(A), (L), and (0).
2. Venue of

the Debtors' chapter 11 cases and this Motion in this District is

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

3. Section 1121(d) of

the Bankptcy Code provides the basis for the relief

requested herein.

General Backe:round

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

cases (the "Chapter 11 Cases") by filing voluntary petitions for relief under chapter 11 of

the

Bankptcy Code. The Debtors have continued in the possession of their property and have
continued to operate and manage their businesses as debtors and debtors in possession pursuant
to sections 1107(a) and 1108 of

the Banptcy Code.

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. They currently own oil and gas properties in Alaska and off the shore of southern California.

The Debtors' revenue for 2008 was approximately $226.2 milion.

6. The detailed factual background of

the Debtors and the events leading up

to the Debtors' commencement ofthese chapter 11 cases is set forth in the Declaration of

Gerald

A. Tywoniuk, Chief Financial Offcer of Pacifc Energy Resources Ltd, in Support of First Day

Motions, which is incorporated herein by reference.

DOCS_LA:203447. l

7. No request has been made for the appointment of a trustee or an examiner

in the Chapter 11 Cases. The Office of the United States Trustee appointed an Official
Committee of

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

Backe:round of the Cases

8. These Chapter 11 Cases are large and complex and have presented

numerous business and legal challenges. Significant and numerous matters required substantial

attention from the Debtors' employees, management, and professionals in the opening months of
these Chapter 11 Cases and continue to do so, however, the Debtors have made material progress
in moving these Chapter 11 Cases closer to the point of filing a plan of reorganization or
liquidation.
9. Prior to and after the Petition Date, the Debtors' employees, management

and professionals, in addition to ruing the Debtors' businesses, have spent a substantial

amount of

their time negotiating DIP financing with the postpetition lenders, preparing in depth

offering memoranda with descriptions of the business and financial projections for the business,

preparing an online data room for potential purchasers to visit, contacting potential purchasers

and responding to inquiries from same and exploring other alternative possibilties for
reorganization.
10. The final order approving the DIP financing (the "Final DIP Order") was
entered on June 4,2009. The Debtors have received bids on certain of

their assets and wil

continue to solicit additional bids. In addition to the possible sales of its assets, the Debtors are
continuing to explore other alternatives for reorganization.

DOCS_LA:203447. l

iI. In addition to making progress with the DIP financing, possible sales of

assets or other alternative reorganization possibilities, the Debtors, during the first three and onehalf months of

these Chapter 11 Cases, among other things, (i) responded as quickly and
the Committee, (ii) negotiated the terms

thoroughly as possible to many inquiries and requests of

of

the employment of

various if

their professionals with the Committee and the United States

Trustee, (iii) fied their Schedules of Assets and Liabilities (the "Schedules") and a Statement of
Financial Affairs on April 28, 2009, (iv) fied amendments to certain of

the Schedules on June 3,

2009, (v) obtained approval of a general bar date of June 23, 2009 for prepetition creditors in these Chapter 11 Cases and served notice of same on potential creditors, (vi) dealt with issues

regarding payment of royalties, overriding royalties and alleged production payments and

various requests for the segregation of funds, (vii) responded to issues raised by Union Oil of
California, (viii) began the review of executory contracts and unexpired leases to determine

which ones wil need to be rejected (ix) obtained approval of a key employee incentive plan and
(x) determined which ofthe Debtors' properties are burdensome to the estates and must be
abandoned, if not sold.
12. Although the Debtors have made substantial progress toward the

resolution of these Chapter 11 case, the next three months wil be very demanding on the time
and energy of

the Debtors and their professionals. The Final DIP Order and the amendment to

the DIP credit agreement mandate an expedited sale process. The Debtors and their
professionals, therefore, wil be devoting substantial time and effort over the next three months
to preparing and filing various bid procedure and sale motions regarding the sale of their Alaska
and California assets, obtaining approval of

the sales and closing any approved sales. Also, as

DOCS_LA:203447. l

required by the amendment to the DIP credit agreement, the Debtors wil fie alternative motions
regarding the abandonment of their Alaska assets if there are no viable stalking horse bids for

those assets and those abandonment motions could lead to substantial litigation that wil further
consume the time and efforts of the Debtors and their professionals.
13. As stated, this is the Debtors' first motion to extend the Exclusivity

Periods in these cases. The current deadline wil expire on July 7,2009, which, unsurprisingly in
light of the complexity of the matters the Debtors have faced and continue to face, is not a

sufficient amount time for the Debtors to negotiate and fie a plan in these Chapter 11 Cases.
Relief Requested

14. By this Motion, the Debtors seek to extend the Exclusive Filing Period for

one-hundred twenty (120) days, from July 7, 2009, through and including November 4,2009,
and to extend the Exclusive Solicitation Period for one-hundred twenty-one (121) days from
September 5,2009, through and including January 4,2010. The Debtors further request that
such order be without prejudice to the Debtors' rights to seek additional extensions of

the

Exclusive Periods for cause in accordance with section 1121(d).

Basis for Relief

15. Section 1121(d) of

the Banptcy Code grants the Court authority to

extend the Exclusive Periods "for cause" after notice and a hearing. 11 U.S.C. 1121(d).

Although the term "cause" is not defined by the Banptcy Code, the legislative history
indicates that it is to be viewed flexibly "in order to allow the debtor to reach an agreement."
H.R. Rep. No. 95, 95th Cong., 1st Sess. 232 (1997). See also In re McLean Indus., Inc., 87 B.R.

830,833 (Bank. S.D. N.Y. 1987) (quoting H.R. Rep. No. 595, 95th Cong., 2d Sess. 231 (1978),

DOCS_LA:203447. l

reprinted in 1978, U.S.C.C.A.N. 5963,6190); In re Public Servo Co. ofN H, 88 B.R. 521, 534
(Ban. D. N.H. 1988) ("(T)he legislative intent. . . (is) to promote maximum flexibility").

16. To faciltate this legislative intent, a debtor should be given a reasonable

opportunity to negotiate an acceptable plan with creditors and to prepare adequate financial and nonfinancial information concerning the ramifications of any proposed plan for disclosure to
creditors. See, e.g., In re McLean Indus., Inc., 87 B.R. at 833-34; In re Texaco Inc., 76 B.R. 322,

327 (Ban. S.D. N.Y. 1987). The decision to extend a debtor's exclusive periods to fie a plan and solicit acceptances thereto is committed to the sound discretion of the banptcy court,
based upon the facts and circumstances of each particular case. See, e.g., First Am. Bank of NY.
V. Southwest Gloves and Safety Equip., Inc., 64 B.R. 963, 965 (D. DeL. 1986).
17. Courts have relied on a variety of factors when determining whether cause

exists for an extension of a debtor's exclusive periods to file a plan and solicit acceptances

thereto, each of which may provide sufficient grounds for extending those periods. These factors
include (a) the size and complexity of the cases, (b) the necessity of

sufficient time to negotiate

and prepare adequate information, (c) the existence of good faith progress toward reorganization,
(d) whether the debtor is paying its debts as they come due, (e) whether the debtor has

demonstrated reasonable prospects for filing a viable plan, (f) whether the debtor has made progress in negotiating with creditors, (g) the length of time the case has been pending,

(h) whether the debtor is seeking the extension to pressure creditors, and (i) whether unesolved

contingencies exist. See, e.g., In re Dow Corning Corp., 208 B.R. 661,664-65 (Ban. E.D.
Mich. 1997); In re Express One Intl, Inc., 194 B.R. 98, 100 (Ban. E.D. Tex 1996); In re
Grand Traverse Dev. Co. Ltd. P'ship, 147 B.R. 418, 420 (Ban. W.D. Mich. 1992); In re

DOCS_LA:203447. l

Texaco, Inc., 76 B.R. at 327. However, the identified criteria are only factors, not all of

which

are necessarily relevant in every case. See In the Matter of Federated Department Stores and

Alled Stores Corporation, 1990 Bank. Lexis 711, *6 (Ban. S.D. Ohio 1990). Moreover, no
one factor is dispositive, and the Court is not restricted to counting factors. Dow Corning, 208
B.R. at 669.

18. Cause exists in the Chapter 11 Cases for extending the Exclusive Periods
as requested in this Motion, as several of the above-noted factors are present. First, as is
demonstrated by the ever expanding docket and the Schedules file herein, these Chapter 11

Cases are large and complex. A few examples that demonstrate the large and complex nature of
the case are as follows: (a) the Debtors have hundreds of creditors and are paries to numerous
executory contracts and unexpired leases; (b) the amount of the prepetition loans secured by
substantially all of

the Debtors' assets is approximately $500,000,000 and the DIP financing

negotiations were lengthy and complex; (c) numerous paries claim royalty interests, overriding
royalty interests and production payment interests in the oil and gas properties and certain of
those parties have requested segregation of funds; and (d) the sale of oil and gas properties is
notoriously complex.
19. Despite the large and complex nature of

these Chapter 11 Cases, the

Debtors have made good faith progress toward reorganization. As delineated above, since the
commencement of

these Chapter 11 Cases, the Debtors have, among other things, (a) negotiated

the terms of the postpetition financing and obtained a final order approving same; (b) negotiated
the terms of the employment of various of their professionals who are instruental in the

marketing and sale of the assets; ( c) prepared and fied their Schedules and Statements of

DOCS_LA:203447.l

Financial Affairs; (d) set a general bar date of June 23, 2009 for prepetition claims and served the

notice of such bar date; (e) marketed substantially all of their operating assets, obtained bids on

certain assets and continue the marketing effort with sales expected to be completed by August
of 2009; (f) continued to explore other alternatives for reorganization; (g) responded to numerous
requests from the Committee for information; (h) determined which of

the Debtors' properties

are burdensome to the estates and must be abandoned, if not sold; (i) began the review of

executory contracts and unexpired leases to determine which ones wil need to be rejected; and
G) actively pursued and satisfied the other pressing obligations of Chapter 11 debtors. The
Debtors have acted in good faith to maximize the value of

their estates for the benefit of all

creditors and, although the cases have been pending less than four months, the Debtors and their professionals have made substantial progress in resolving major issues and moving the cases

toward a plan of reorganization.

20. However, significant contingencies remain. The sales of assets must be

finalized and the time frame within which this is to be done is an expedited one that will require

substantial time and effort on the par of the Debtors and their professionals. Once the Bar Date

passes, the Debtors wil need to review and analyze the claims received to identify those that wil

need to be addressed by the terms of any plan of reorganization. The rights of the paries
asserting overriding royalty interests and production payments must be determined. In addition,
attention needs to be given to the review and analysis of avoidance actions and other possible
recoveries in order to determine with greater certainty the possible components of a plan.
21. The Debtors have cultivated a relationship of cooperation with the

Committee and have worked successfully with the Committee to resolve various issues that have

DOCS_LA:203447.1

arisen in these Chapter 11 Cases and the Debtors anticipate that negotiation of the terms of a plan
of reorganization, likewise, wil be fritfuL. However, in light of

the relative short time these

cases have been pending and the myriad of other pressing matters with which the Debtors have had to deal, they have not had sufficient time to negotiate the terms of a plan or to prepare

adequate disclosures related thereto. The Debtors are not seeking an extension oftime to
pressure the creditors, but to resolve various pending matters, to continue to gather information
and to negotiate a consensual plan of reorganization with the creditors.
22. Further, DIP financing provides sufficient funds for the Debtors to pay

their undisputed postpetition obligations (including care outs for the professionals) and the
Debtors are paying their undisputed postpetition debts as they come due.

23. At this time, and especially in light of relatively early stage of these cases
and the significant contingencies that remain, it would not be prudent for the Debtors to abandon

their exclusivity rights. Accordingly, by this Motion, the Debtors seek to extend their Exclusive
Filing Periods for ninety days, without prejudice to the Debtors' right to request further
extensions of

the Exclusive Filing Periods.

24. The extensions of

the Exclusive Periods sought herein wil not harm or

prejudice the Debtors' creditors or other parties in interest in these Chapter 11 Cases and wil, in

the Debtors' opinion, fuher the intent of section 1121 of the Banptcy Code, which is to
afford the Debtors a meaningful and reasonable opportunity to negotiate with their creditors and

to propose and confirm a consensual plan. These Chapter 11 Cases do not bear characteristics

that would justify the denial of an extension of the exclusive periods. See, e.g., In re Gagel &
Gagel, 24 B.R. 674 (Bankr. S.D. Ohio 1982) (denying extension of exclusivity period because

DOCS _ LA:20344 7. l

extension would be fruitless); Dow Corning, 208 B.R. at 670 (stating that an extension of

the

exclusive period should be denied if debtor appeared to be attempting to delay the administration
of

the banptcy case). The Debtors are not seeking the extensions to delay administration of

their cases or to pressure creditors to accept unsatisfactory plans. On the contrary, this request is
intended to facilitate an orderly, efficient, and cost-effective plan process for the benefit of all
creditors.

25. Moreover, the Debtors submit that the requested extensions are reasonable
and relatively modest. The fact that the Debtors anticipate, and are undertaking, a liquidation of
their assets does not preclude their ability to request an extension of exclusivity. Courts in this
District have, on numerous occasions, granted extensions of exclusivity in liquidating chapter 11

cases. See, e.g. In re Western Nonwovens, Inc. et aI., Case No. 08-11435(PJW) (Ban. D. DeL.
Fe. 26,2009) (granting second 90 day extension of exclusivity); In re S-Tran Holdings, Inc., et

al., Case No. 05-11391(KJC) (Ban. D. DeL. Mar. 24, 2009) (granting further 90 day extension

nearly four years after commencement); In re Tiro Acquisition, LLC, Case No. 04-12938 (PJW)

(Bank. D. DeL. Nov. 3,2005) (granting fourth motion to extend exclusivity period and extending
exclusivity period for an additional 90 days); In re SFNB Acquisition Corp., Case No. 03-11524
(PJW) (Ban. D. DeL. Aug. 25, 2004) (granting fifth motion to extend exclusivity period and

extending exclusivity period for an additional 124 days); In re Orion Refining Corp., Case No.

03-11483 (MFW) (Bank. D. DeL. Sept. 12,2004) (granting third motion to extend exclusivity
and extending exclusivity period for an additional 60 days).

DOCS_LA:203447.l

10

26. Accordingly, the Debtors submit that the extension of

the Exclusive

Periods requested herein is reasonable and appropriate under the circumstances and should be
granted as being in the best interests of

the Debtors' estates and creditors.

Notice
27. Notice of this Motion has been given to (a) the Office of

the United States

Trustee; (b) the Debtors' postpetition lenders; (c) counsel for the Committee; and (d) those
persons who have requested notice pursuant to Rule 2002 of the Federal Rules of

Bankptcy

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

No Prior Request
28. No prior request for the relief sought in this Motion has been made to this
or any other court.

WHEREFORE, the Debtors respectfully request that the Cour enter an order
(i) granting an extension of

the Debtors' Exclusive Filing Period for one-hundred twenty (120)

the Debtors'

days through and including November 4,2009, (ii) granting an extension of

Exclusive Solicitation Period for one-hundred twenty-one (121) days through and including
Januar 4,2010, (iii) providing such relief

without prejudice to the Debtors' rights to seek

additional extensions of their Exclusive Periods, and (iv) granting such other relief as may be fair
and equitable.

DOCS_LA:203447. l

11

Dated: June _, 2009

. P ACHULSKI STANG ZIEHL & JONES LLP

\..

. 1 9084)
Sco aE.Mc arland(DE ar . 4184, CABarNo.

165391)

Robert M. Saunders (CA Bar 0.226172)

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: ikharasch(1oszilaw.com

smcfarland(1oszilaw.com
rsaunders(oszilaw. com

kmakowski(pszjlaw.com

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

DOCS_LA:203447.l

12

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR

In re:
)
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al. l

Debtors.

)
)

)
)

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

Objection Deadline: June 24, 2009 at 4:00 p.m. (prevailng Eastern time) Hearing: July 1,2009 at 10:00 a.m. (prevailng Eastern time)

NOTICE OF DEBTORS' MOTION FOR AN ORDER PURSUANT TO 11 U.S.C. 1121(D) EXTENDING THE TIME PERIODS DURING WHICH THE DEBTORS HAVE THE EXCLUSIVE RIGHT TO FILE A PLAN AND SOLICIT ACCEPTANCES THERETO
the United States Trustee; (b) counsel to the Debtors' postpetition Unsecured Creditors; and (d) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of
lenders; (c) counsel to the Official Committee of

TO: (a) the Office of

Banptcy Procedure.
On June 12,2009, the debtors and debtors in possession in the above-captioned

cases (collectively, the "Debtors") fied the attached Debtors' Motion for an Order Pursuant to
11 U.S.C. 1121(d) Extending the Time Periods During Whch the Debtors Have the Exclusive
Right to File a Plan and Solicit Acceptances Thereto (the "Motion"). By this Motion, the Debtors seek a 120 day extension of the exclusive period within which only the Debtors may file a plan of reorganization and a 121 day extension of the exclusive period in which only the Debtors may
solicit votes for that plan.

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

DOS_LA:203447. l

ANY RESPONSE OR OBJECTION TO THE MOTION MUST BE IN

WRTING AND BE FILED WITH THE UNITED STATES BANKRUPTCY COURT FOR

THE DISTRICT OF DELA WAR, 824 NORTH MARKT STREET, WILMINGTON,

DELAWARE 19801 (THE "BANKRUPTCY COURT") NOT LATER THAN JUE 24, 2009,

AT 4:00 P.M. PREVAILING EASTERN TIME.

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

that they are received not later than June 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: James O'Neil, Esq.; Fax: 302-652-4400, e-mail: ioneill(1oszilaw.com and (2)

Pachulski Stag 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: ikharash(1oszjlaw.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: ieffrev.sabin(binqham.com and

(2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax:
617-345-5001, e-mail: amv.kyle(binqham.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.iacobson(1skadden.com and (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 (the "Committee"), (1) Steptoe & Johnson LLP,

the Stas, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq.,

2121 Avenue of

Fax: (310) 734-3173, e-mail: koioer(steotoe.com and (2) Pepper Hamilton LLP, Hercules Plaza,

DOCS_LA:203447. l

Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax:
(302) 421-8390, e-mail: icarqnan(oeoperlaw.com.

IF OBJECTIONS OR RESPONSES ARE TIMELY FILED AND SERVED IN

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

BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES

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

WILMINGTON, DELAWARE 19801 ON JULY 1,2009 AT 10:00 A.M. PREVAILING
EASTERN TIME.

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

COURT MA Y GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT

FURTHER NOTICE OR HEARG.

Dated: June R-, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

1 sl Kathleen P. Makowski Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) 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: ikharasch(oszilaw.com

smcfarland(pszjlaw.com
rsaunders(oszilaw. com

kmakowski(1oszjlaw.com

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

DOCS _LA:203447. l

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:
) ) ) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al. l

Debtors.

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

Related Docket No.

ORDER GRANTING DEBTORS' MOTION FOR AN ORDER PURSUANT TO 11 U.S.c. 1121(D) EXTENDING THE TIME PERIODS DURING WHICH THE DEBTORS HAVE THE EXCLUSIVE RIGHT TO FILE A PLAN AND SOLICIT ACCEPTANCES THERETO
Upon the motion (the "Motion"i of

the above-captioned debtors and debtors in

an order pursuant to section 1121(d) of

possession (collectively, the "Debtors") for entry of

the

Bankptcy Code extending the Exclusive Periods in which to fie a chapter 11 plan and to solicit
acceptances thereof; and it appearing that this Cour has jurisdiction over this matter pursuant to
28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to
28 U.S.C. 157(b)(2); and it appearing that venue of

this proceeding and this Motion is proper in

the Motion

this district pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of

having been given; and after due deliberation and it appearing that sufficient cause exists for
granting the requested relief; and that the relief requested under the Motion is in the best interests
of

the Debtors' estates and creditors; it is hereby

ORDERED that the Motion is granted in its entirety; and it is fuher

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

Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The

2Capitalized terms not defined herein shall have the meaning ascribed to them in the Motion.

mailng address for all of

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

DOCS_LA:203447. i

ORDERED that the Debtors' Exclusive Filing Period is extended through and

including November 4, 2009; and it is fuher

ORDERED that the Debtors' Exclusive Solicitation Period is extended through

and including January 4,2010; and it is fuher

ORDERED that this Order is without prejudice to the Debtors' rights to seek

additional extensions of the Exclusive Filng Period and the Exclusive Solicitation Period and is

without prejudice to the right of any pary to object to any such further extensions; and it is

, fuher
ORDERED that the Cour shall retain

jurisdiction to hear and determine all

matters arising from or relating to this Order.

Dated:

,2009

Honorable Kevin J. Carey Chief United States Banptcy Judge

DOCS_LA:203447. l

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., J )

Debtors. ))

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she
is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in

the above-captioned action, and that on the 1 ith day of June, 2009 she caused a copy of the
following document(s) to be served upon the parties on the attached service lists in the maner

indicated:

Notice and Motion for Order Extending Exclusive Periods

MARY E. CORCORA
NOTARY PUBLIC

ii tPlrt
DOCS_DE:J49366.l

STATE OF DELAWAR
tA commission expires Nov. 4, 20

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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

the Debtors is III W.

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

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785
Document No. 145745

12 - Hand Delivery
39 - 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
i 007 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 the United States Trustee Office of 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

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

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 Spah 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

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

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery
(Official Committee of

First Class Mail

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

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

1313 Market Street Wilmington, DE 19899

First Class Mail

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

Hand Delivery (Counsel for Marathon Oil Company) Kevin 1. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

First Class Mail

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

First Class Mail

Attn: Insolvency

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

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

First Class Mail

SWEPI LP

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

First Class Mail

Noble Energy, Inc.
100 Glenborough, Suite 100

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission
Offce of

Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

General Counsel-Banptcy

100 F Street, N.E. Washington, DC 20549

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

LLP 333 West Wacker Drive Chicago, IL 60606-1285

First Class Mail

Matthew Berr, Esquire

Office of General Counsel

Federal Communications Commission
445 iih Street, S.W.

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

Washington, DC 20554

First Class Mail

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

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

New York, NY 10022

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle
Bingham McCutchen

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

California Franchise Tax Board
Banptcy, BE MSA 345

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

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

First Class Mail

First Class Mail

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

(Counsel for Union Oil Company of California, a California Corporation) Cabot Christianson, Esquire Christianson & Spraker 911 West 8th Avenue, Suite 201 Anchorage, AK 99501

First Class Mail

Linda Lautigar

First Class Mail

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

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

Philadelphia, P A 19103

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. Y oelin)

First Class Mail

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

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

First Class Mail

First Class Mail

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

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodie E. Buchman, Esquire 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, Ars, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

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

First Class Mail

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

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

First Class Mail

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

First Class Mail

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

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

First Class Mail

(Official Committee of

Attn: Banptcy Division

Unsecured

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

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

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

First Class Mail

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

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Anchorage, AK 99501

Relationship Manager, Client Services

First Class Mail

(Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP
1290 Avenue of

Computershare Investor Services Inc. 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

the Americas

New York, NY 10104

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)

Marin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203