IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:
)
) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al. i

Debtors.

) )

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

Deadline for Responses: November 5, 2009 at 12:00 p.m. ET Hearing Date: November 6, 2009 at 10:00 a.m. ET

NOTICE OF AUCTION AND PROCEDURES FOR SALE REGARING DEBTORS' MOTION FOR AN ORDER (A) VACATING THIS COURT'S ABANDONMENT ORDER IN PART FOR CERTAIN ALASKA ASSETS AND (B) AUTHORIZING THE DEBTORS TO SELL SUCH ASSETS
To: (i) Offce ofthe United States Trustee; (ii) counsel to the Official Committee of

Unsecured Creditors; (iii) counsel to the Debtors' secured lenders; (iv) the counterparties to the Assumed Executory Contracts (as defined below); (v) paries that have filed an objection to the Reconsideration and Sale Motion (as defined below); (vi) potential buyers of the Sold Assets (as defined below); and (vii) those persons who have requested notice pursuant to Rule 2002 of the
Federal Rules of

Bankptcy Procedure.

PLEASE TAKE NOTICE that, on October 14,2009, the above-captioned debtors and debtors in possession (collectively, the "Debtors") filed the Debtors' Motion for an Order (a) Vacating this Court's Abandonment Order in Part for Certain Alaska Assets and (b) Authorizing the Debtors to Sell Such Assets to Cook Inlet Energy, LLC (the "Reconsideration and Sale Motion"), with the United States Bankptcy Court for the District of Delaware (the "Bankptcy Court").
PLEASE TAKE FURTHER NOTICE that, pursuant to the Reconsideration and Sale Motion, the Debtors sought an order (1) vacating the Banptcy Cour's Order Granting
Alternative Motion of the Debtorsfor an Order Authorizing Abandonment of Certain Interests in Oil and Gas Properties in Alaska (Excluding Trading Bay) and Rejection of Executory Contracts

Relating Thereto entered on September 11,2009 (the "Abandonment Order") (Docket No. 876) as it relates to certain of the Sold Assets (as defined below) and (2) pursuant to the terms ofthe Purchase and Sale Agreement (the "Agreement"), approving the sale to Cook Inlet Energy, LLC of certain of the Debtors' assets (the "Sold Assets") located in Alaska and assumption and
assigrent of certain contracts and leases (the "Assumed Executory Contracts") relating to the

Sold Assets. Under the Agreement, the Sold Assets generally consist ofPEAO's interests in leased oil and gas production and exploration assets located in Alaska (and related assets and contracts) that were formerly operated by PERL or presently operated by Aurora Gas, LLC (an
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) ("PEAR"); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021) ("PEAO", together with PERL and PEAR, the "Sellers"); 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.

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entity that is unelated to the Debtors), other than certain oil and gas leases and related assets located in the Redoubt Unit as well as other Excluded Items (as defined in the Agreement). Please note that the Agreement has not yet been finalized and may be revised prior to the hearing to, among other things, include the Debtors' former interests in the Redoubt Unit as
part of the Sold Assets.

PLEASE TAKE FURTHER NOTICE that, on November 3,2009, the Bankptcy Cour conducted a hearing on the Reconsideration and Sale Motion. The Debtors
advised the Bankptcy Court that they have received three qualifying bids for the Sold Assets,

including the bid submitted by Cook Inlet Energy, LLC. The other two bidders are Stellar Energy LLC and Ramshorn Investments, Inc., an affiliate of Nabors Industries Ltd. There were also various objections submitted to the relief requested in the Reconsideration and Sale Motion.

PLEASE TAKE FURTHER NOTICE that, in order to provide additional time to address the various bids and objections to the Reconsideration and Sale Motion, the

Banptcy Cour established the following deadlines and procedures:

a. By Wednesday, November 4, 2009, at 5:00 pm Eastern time,
any pary that wishes to bid on the Sold Assets (except for the three bidders identified in the

foregoing paragraph of this notice) must be qualified by the Debtors in their sole discretion. In order to become qualified, each bidder must (i) obtain approval from applicable lessors and landowners as an acceptable buyer of the Sold Assets; (ii) execute a form deposit agreement and transfer the sum of $250,000 in cash to the Debtors to be held in trust; and (iii) agree on the form of Agreement and provide proof of funding of the full purchase price under the Agreement plus all applicable cure amounts.
b. By Thursday, November 5, 2009, at 12:00 p.m. Noon Eastern

time, any supplemental briefing or filings in support of, or in opposition to, the Reconsideration and Sale Motion must be filed with the Banptcy Court and served upon counsel to the Debtors and the parties receiving this notice.
c. By Thursday, November 5, 2009, at 12:00 p.m. Noon Eastern

time, each qualified bidder must provide evidence of insurance and other appropriate nonconfidential information to Union Oil Company of California that has been supplied by each such bidder to the landowners affected by the Reconsideration and Sale Motion.

d. On Thursday, November 5, 2009, at 6:00 p.m. Eastern time, the Debtors will conduct an auction for the Sold Assets to the extent that there is more than one qualifying bid at that time. The Debtors reserve the right to continue the auction to another date and time, as appropriate.

e. By Friday, November 6, 2009, at 8:00 a.m. Eastern time, the Debtors will inform the Cour and parties in interest as to whether the Debtors intend to go forward with the hearing on the Reconsideration and Sale Motion
f. On Friday, November 6, 2009, at 10:00 a.m. Eastern time, the

Bankptcy Court will conduct a continued hearing on the Reconsideration and Sale Motion, at which the Banptcy Court may consider approval of the sale of the Sold Assets to the highest bidder at the auction. The Debtors reserve the right to continue the hearng to another date and time, as appropriate. The Debtors will endeavor to coordinate with interested parties on the form of the order approving the Reconsideration and Sale Motion.

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PLEASE TAK FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKUPTCY COURT MAY GRAT THE RELIEF REQUESTED BY THE RECONSIDERATION AND SALE MOTION WITHOUT FURTHER NOTICE OR HEARG.
Dated: November 4, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Isl James E. O'Neil Ira D. Kharasch (CA Bar No. 109084) James E. O'Neill (Bar No. 4042) Maxim B. Litvak (CA Bar No. 215852) Robert M. Saunders (CA Bar No. 226172) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch~pszjlaw.com j oneill~pszyj law .com

mlitvak~pszyj law. com

rsaunders~pszjlaw .com

Counsel for Debtors and Debtors in Possession

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