IN TH UNITED STATES BANUPCY COURT

FOR THE DISTRCT OF DELA WAR

Inre:
PACIFIC ENERGY

) )
RESOURCES LTD., etal.J
)

Chapter 11

Debtors.

) )

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

ReJated to Docket Nos. 532 and 545

NOTICE OF AUCTION RESULTS FOR ALASKA ASSETS

AND DATE AN TIME OF SALE HEARG

PLEASE TAK NOTICE that, on July 20, 2009, Pacific Energy Resources Ltd.
("PERL"), et at., the above captioned debtors and debtors in possession (the "Debtors"),
conducted an auction (the "Auction") with respect to the proposed sale of

the Debtors' Group 1

assets in Alaska2 in accordance with the Cour's Order (A) Approving Proceduresfor Sale of

the
Sale; (C)

Debtors' Alaska Assets; (B) Scheduling Auction and Hearing to Consider Approval of

Approving Notice of

Respective Dates, Times, and Places

for Auction andfor Hearing

on

Approval of (i) Sale and (ii) Assumption and Assignment o/Certain Executory Contracts and

Unexpired Leases,' (D) Approving Forms oINotice,' and (E) Granting Related Relie/(Docket No.

532) (the "Sale Procedures Order"). No auction has been conducted on the Debtors' Group 2

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

the Debtors' federal ta identification

number, are: Pacific Energy Resources Ltd. (3442); Petrcal Acquisition Corp. (6249); Pacifc Energy Alaska Holdings, LLC (ta LD. # not available) ("PEAH"); Cameros Acquisition Corp. (5866); Pacifc Energy Alaska Oprating LLC (7021) ("PEAO", together with PERL and PEAR, the "Sellers"); San Pedr Bay Pipeline Company
(1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing addrss for all of

the Debtors is

2 The Group 1 assets consist of: (A) PEAO's interests in leased oil and gas production and exploration asets
located in Alaska (and related asets and contract) that are operated or held for exploration by PERL; (B) PEAO's

11 i W. Ocean Bouleva, Suite 1240, Long Beach, CA 90802.

interess in leased gas production assets located in Alaska (and related assets and contracts) that are operated by
Aurora Gas, LLC; and (C) PEAH's 50% of

the issued and outsding common stock of Cook Inlet Pipe Line

Company.
6877)"(()2\DCS_LA:20S333.3

assets because the Debtors did not receive a qualified bid for such assets for puroses of the Sale
Procedures Order.3
PLEASE TAK FUTIER NOTICE that, upon conclusion of

the auction for the

Group 1 assets, the Debtors detennined that, subject to Cour approval, the successful bidder was

Amadon Limited and Catherwood Limited, both British Virgin Islands registered companes
and Leost Investments Ltd., as guartor, pursuant to the tenns of a Purchase and Sale

Agreement dated July 19,2009, as amended (the "Agreement"). A swnar of

the principal

tenn ofthe Agreement are as follows:4

Purchase Price. A tota purchase price of $8.1 millon cash, subject to
certin adjustments at and afer Closing.

Assets to be Sold. The assets to be sold consist of the Group i assets and include all of Sellers' right, title and interest in and to fee interests, leases and lands; eaements; wells; contracts; tangible assets; oil and gas produced from and after the

Closing Date, certin specified govenuenta bonds, and the related pennts, records,
declarations, orders and agreements, except for the Excluded Assets.

Excluded Assets. The sale excludes items liste as exclusions in the exhbits and schedules to the Agrement, and additional items such as propert owned by any thrd par, propery that is not related to the Group 1 assets, and any interests in the Group 2 assets.
Assumed Liabilties. Liabilties to be assued generally include liabilties associated with ownership or operation of the assets being sold that are incured from and after the Closing Date. The sale shall be subject to, and the buyer shall expressly assume, (i) any and all non~lender royalty obligations liabilties, (iii) (including overriding royalty interests), (ii) environmental plugging, abandonment, decommissioning, removal, andor restoration liabilties, and (iv) all other obligations associated with, relating to, or arising from the
ownership or operation of

the Group 1 assetsfrom and after the Closing Date.

Excluded Liabilties. All liabilties (other than pluggig, abandonment, decommssioning, removal, and/or restoration liabilties of the Seller for Group 1 assets, which are expressly asswned by the buyer) that relate to the period prior to the Group 1 assets the Closing Date or do not relate to operation or ownership of are not assumed.
3 The Group 2 asets consist of: PEAO's interests in leased oil and gas production asets located in Alaska (and
related asets and contrcts) that are operated by Union Oil Company of California. 4 The description of the Agreement herein is a summar only, and the terms of the document itself control in the event of any inconsistency. Capitalized terms not defied herein shall have the meangs set fort in the Agreement.
68773-002\DCS_LA:20S333.3

Assumed Executory Contract. The sale shall effectuate an assumption and assignent of certn wrtten contracts, contractl rights, interests and other written ageements and instrents coverg or affectig the Grup 1 assets or
the production, handling or transporttion of oil and gas attbutable thereto or the

use or ownership or operation of any ofthe Group i assets or the oil, gas, water or

other substces produced therefrom, as set fort in the Agrement. Unpaid

obligations to non-Debtor counterpares of assumed executory contracts and assumed unexpired leases shall be paid by the buyer at the Closing.
representations and waranties for a tranaction of

Representations and Warranties. The Agreement shall contain stadard this size and complexity.

Transition Services Agreement. The Agreement contemplates that

PERL shall continue to provide certai tranition services to the buyer for a
limited penod of

time following the Closing pursuat to the terms ofa Transition

Servces Agreement.

Closing. The Agreement provides for the Closing to occur on August 4, 2009 or such other date as the pares may agree, subject to certin conditions precedent.
PLEASE TAK FURTHER NOTICE that, upon conclusion of

the auction for the

Group 1 assets, the Debtors determined that, subject to Cour approval, the back-up bidder was

New Alaska Energy, LLC, an Alaska limted liabilty company, pursuant to the terms of a
Purchase and Sale Agreement dated July 19,2009, as amended, that contemplates a purchase

price of $7.0 millon in cash for the Group 1 assets.

PLEASE TAK FURTHR NOTICE that a sale heaing to consider the results of
the auction is scheduled for July 27, 2009, at 1 :30 p.m. Eatern Time (the "Sale Hearing") before

the Honorable Kevin J. Carey, United States Banptcy Cour for the District of Delaware, 824

Nort Market Street, Fift Floor, Couroom 5, Wilmington, Delaware 19801. The Sale Hearng
may be adjoured from time to time without fuer notice except by anouncement of

the

adjoured date or dates at the Sale Hearng or any adjourent therof.

68773-Q02\DOCS_LA:205333.3

Dated: July 22,2009

PACHULSKI STANG ZIEHL & JONES LLP

Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (Bar No. 4042)
Scott E. McFarland (Bar No. 4184)

919 Nort Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4 i 00
Facsile: 3 i 0/652-4400

Email: ikarasch~pszjiaw.com

mlitvak~pszylaw.com rsaunders~pszjlaw.com
joneil(gpszy law. smcfarland(pszj law.

com com

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_LA:205333.3