IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD, et al.

Debtors. ) ) ) ) ) Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

NOTICE OF TRANSFER OF CLAIM PURSUANT TO FRBP 3001(e)(2) Please take notice pursuant to Federal Rule of Bankruptcy Procedure 3001(e)(2) that on December 17, 2009, Rise Energy Partners, LP (Rise Energy Partners or the Seller) transferred to Rise Energy Beta, LLC (Rise Energy Beta or the Purchaser), all of such Sellers rights and obligations under the Purchase Agreement (the Agreement)1 between J. Aron & Company (J. Aron), c/o Goldman Sachs Specialty Lending Group, a secured creditor of the debtors Pacific Energy Resources Ltd. (PERL), Pacific Energy Alaska Holdings, LLC (PEAH), Pacific Energy Alaska Operating, LLC (PEAO) and certain of their subsidiaries, and MLQ, L.L.C (MLQ), and MTGLQ Investors, L.P. (MTGLQ) to Rise Energy Partners pursuant to which J. Aron sold, conveyed, assigned and transferred and conveyed to the Seller all of J. Arons rights and obligations, except for the Excluded Rights,2 under: 1. The Loans, which means any loans, advances, letter of credit disbursements or other advance of funds made by the Seller to the Debtors or their Affiliates pursuant to the Loan Documents; 2. The Commitments (if any), which means the aggregate amount of Loans that the Seller is obligated to advance pursuant to the terms of the Loan Documents, which amount is set forth on Exhibit A to the Agreement. 3.
1

The Loan Documents

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

Excluded Rights means all rights of each Seller Party (i) to all payments or distributions received by the Seller prior to the Closing Date under the Loan Documents, (ii) under the Agreement and all documents related to the Agreement (other than the Loan Documents or the PERL ORRIs) or the Closing, (iii) to receive any proceeds from the sale of crude oil or other petroleum products produced from Trading Bay Unit and Trading Bay Field, including without limitation those which are currently held in a segregated interest-bearing account by order of the Bankruptcy Court dated April 28, 2009 (Docket No. 230), other than such proceeds which are required to remain in the PEAO estate pursuant to Paragraph 35 of the Final DIP Order, (iv) all payments or proceeds from insurance covering the Debtors business interruption and debt service and related losses resulting from the eruptions of Mount Redoubt and related events and any refunds or rebates of insurance premiums associated with the abandonment or other discontinuation of operations of the Debtors Alaska operations and assets, (v) all payments or proceeds resulting from deposits made by potential purchasers of Debtors operations or assets in Alaska or claims relating thereto, including without limitation, Catherwood Limited and its affiliated entities, and (vi) any other payments or distributions under the Loan Documents that result form the Debtors operations or assets in Alaska or claims relating thereto.

a.

That certain Senior Secured Super Priority Priming Debtor in Possession Credit and Guaranty Agreement dated as of March 11, 2009 by and among PERL, PEAH, PEAO, certain Subsidiaries of PERL, who are also debtors and debtors in possession, as Guarantors, the lenders party thereto from time to time, J. Aron, as Lead Arranger and as Syndication Agent, J. Aron as Administrative Agent, and J. Aron and Silver Point Finance, LLC, each as Collateral Agent for such Lenders (the DIP Agreement) and the Transaction Documents as defined in the DIP Agreement (the DIP Documents). That certain Second Lien Credit Agreement, dated as of August 24, 2007 (as amended, restated, supplemented or otherwise modified from time to time (the PEAO Second Lien Credit Agreement), among PEAO, as borrower (in such capacity, the PEAO Second Lien Prepetition Borrower), PEAH, the lenders from time to time party thereto (the PEAO Second Lien Lenders), Silver Point Finance, LLC, as administrative agent for the PEOA Second Lien Lenders, and J. Aron, as documentation agent, pursuant to which the PEAO Second Lien Lenders extended credit to the Second Lien Prepetition Borrower on the terms set forth therein and the Loan Documents as defined in the PEAO Second Lien Credit Agreement.

b.

4. All other amounts funded by or payable to the Seller under the Loan Documents, and all obligations owed to the Seller in connection with the Loans and the Commitments (if any); 5. All claims (including Claims as defined in the Bankruptcy Code 101(5)), suits, causes of action, and any other right of such Seller Party, whether such claims arose or accrued prior to the Petition Date, whether known or unknown, against Debtors, any Obligor, the Guarantors or any of their respective Affiliates, agents, representatives, contractors, advisors, or any other Person that in any way is based upon, arises out of or is related to any of the foregoing, including, to the extent permitted to be assigned under applicable law, all claims (including contract claims, tort claims, malpractice claims, and claims under any law governing the purchase and dale of, or indentures for, securities), suits, causes of action, and any other right of such Seller Party against any attorney, accountant, financial advisor, or other Person arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby, and all causes of action for negligence, fraud or fraudulent transfers; 6. All cash, securities, or other property, and all setoffs and recoupments, received, applied, or effected by or for the account of the Seller under the Loans or the Commitments (if any) and other extensions of credit under the Loan Documents (whether for principal, interest, fees, reimbursement obligations, or otherwise) from and after the Closing Date, including all Distributions obtained by or through redemption, consummation of a plan of reorganization, restructuring, liquidation, or otherwise of Debtors, any Obligor or the Loan Documents, and all cash, securities, interest, dividends, and other property that may be exchanged for, or distributed or collected with respect to, any of the foregoing;

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7. The economic benefit of permanent commitment reductions, permanent repayments of principal and Non-Recurring Fees received by such Seller from and after the Closing Date; 8. Such Sellers rights and interests in the above-captioned cases, including without limitation any rights that the Seller may have pursuant to orders entered by the Bankruptcy Court or pursuant to any proofs of claim that have been filed or are deemed to have been filed by or on behalf of the Seller.3 9. 10. 11. All of such Sellers rights and interests pursuant to the Final DIP Order; All Guaranties and Collateral and security of any kind for or in respect of the foregoing; The PERL ORRIs a. That certain portion of the overriding royalty interest conveyed by that certain Conveyance of Overriding Royalty Interest by PERL in favor of MLQ (the MLQ ORRI), recorded in the Official Records, Recorders Office of Los Angeles County, California on August 30, 2007 as Instrument No. 20072028358, as amended, insofar and only insofar as such Conveyance of Overriding Royalty Interest covers only (and only includes interests carved out of) those interests and leases expressly described on Exhibit D of the Agreement. For the avoidance of doubt, any and all other overriding royalty interests constituting part of such Conveyance of Overriding Royalty Interest, shall be (and are expressly hereby are) (a) excluded and excepted from this Agreement and (b) reserved and retained by MLLQ for all purposes. That certain conveyance of Overriding royalty Interest by PERL in favor of MTGLQ (the MTGLQ ORRI), recorded in the Official Records, recorders Office of Los Angeles County, California on may 23, 2007 as Instrument No. 20071246607, as amended and supplemented.

b.

12.

All proceeds of the foregoing.

Pursuant to the Final Order Pursuant to 11 U.S.C. 105, 361, 362, 363, 364, 365 and 507: (Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protections; and (5) Modifying Automatic Stay) [Dkt. 415] (the Final DIP Order), J. Aron was not required to file a proof of claim and the Debtors Stipulations in paragraph G of the Final Order were deemed to constitute a timely filed proof of claim.

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Dated: December 21, 2009 Wilmington, Delaware By:

POLSINELLI SHUGHART PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) Justin K. Edelson (Del. Bar No. 5002) Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 (302) 252-0920 (Telephone) (302) 252-0921 (Facsimile) cward@polsinelli.com jedelson@polsinelli.com skatona@polsinelli.com -andHAYNES AND BOONE, LLP Robert D. Albergotti Texas State Bar No.00969800 Mark J. Elmore Texas State Bar No. 24036523 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 Telephone: 214.651.5000 Facsimile: 214.651.5940 COUNSEL FOR RISE ENERGY PARTNERS, LP AND RISE ENERGY BETA, LLC

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