IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et at., i )

Debtors. ))
)

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

Related Docket No. 315

OBJECTION OF THE DEBTORS TO MOTION OF UNION OIL COMPANY OF CALIFORNIA TO COMPEL IMMEDIATE PAYMENT OF ADMINISTRATIVE EXPENSES
The debtors and debtors in possession (the "Debtors") in the above-captioned chapter 11

cases (the "Cases") hereby object to the Motion to Compel Immediate Payment of

Administrative Expenses (the "Motion") fied by Union Oil Company of California ("Union").
In support of

this objection, the Debtors respectfully state as follows:

Preliminary Statement
1. As stated in the Motion, Union and Pacific Energy Alaska Operating, LLC

("PEAO") share working interests in certain oil and gas leases with the State of Alaska in an area
commonly referred to as "Trading Bay." Union is the designated operator for purposes of

these

properties. (As a result of recent volcanic activity in the area, Union has ceased oil production at
Trading Bay for the time being.)

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442) ("PERL"); 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 Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite

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

1240,

Long Beach, CA.

68773-002\DOCS _ SF:655 55.3

2. By the Motion, Union seeks to compel the Debtors (or specifically,

PEAO) 2 to immediately pay administrative expenses allegedly owed to Union in the amount of

$8,835,382.86, plus any additional postpetition amounts that may be allocated to the Debtors by

Union with respect to the operations at Trading Bay. The Debtors object to the Motion on
multiple grounds.

3. First, it is premature to "compel" payment of an administrative claim

when the underlying claim has yet to be allowed. As the Court is aware, the Debtors dispute the underlying charges assessed by Union, which wil be the subject of a comprehensive audit.
4. Second, even if

Union establishes a valid claim against the Debtors, such

claim is not entitled to administrative priority. The estates did not contract with Union for
postpetition services and have not benefited in any way from the expenses that Union has

allegedly incurred on a postpetition basis. In fact, the Debtors told Union representatives prior to
the commencement of these Cases that the Debtors did not intend to pay the ongoing obligations associated with Trading Bay, and indeed did not include such payments in their postpetition

financing budgets. Union now effectively asserts a claim for an unauthorized extension of credit

to the Debtors without Cour approval and on account of operations that are incuring significant
losses and may be outright abandoned by the Debtors' estates.3 Union's claim is also belied by

the fact that Union is incurring these costs for its own benefit, as operator and majority owner of
2 For the sake simplicity and to avoid confusion, this objection generally refers to the Debtors, rather than PEAO. To the extent the matters at issue herein are determined to be limited to PEAO, references to the Debtors shall be
constred as references solely to PEAO, as appropriate.

3 Union asserts an administrative claim for approximately $8.8 milion despite its own admission that postpetition oil production has purportedly generated approximately $5.0 milion for the estates. Incidentally, no such oil these proceeds have actually benefitted the estates because Union asserts a secured claim against the entirety of
proceeds, which have been segregated pending further order of

the Court.

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68773-002\DOCS _ SF:655 55.3

the working interests at Trading Bay, rather than the estates. Union would be incurring these
same expenses on its own account whether or not the Debtors owned a minority interest in
Trading Bay.

5. Third, even if

Union were determined to have a valid administrative claim

(which the Debtors hotly dispute), there is no basis to compel "immediate payment" of such

claim at this time. The Debtors have until the effective date of a plan to satisfy allowed
administrative claims and nothing here compels payment to Union on an expedited basis. There
are also questions that have been raised about Union's receipt of

potentially avoidable transfers

on a prepetition basis and superpriority claims and liens (senior to any Union administrative
claim) likely to be asserted by the Debtors' lenders.
6. In sum, the Motion is another example of

Union "jumping the gun" in

terms of asserting its rights as a purported creditor in these Cases.4 Union's claims have yet to
be allowed or even evaluated in these Cases. Union's assertion of an administrative claim is also

dubious in light of the staggering costs associated with operations at Trading Bay and the

consequent possibility that such assets wil be abandoned by these estates. Under these
circumstances, the Motion should be denied.

Backe:round
7. On March 9, 2009 (the "Petition Date"), the Debtors commenced these

cases by each filing a voluntar petition in this Cour. The Debtors have continued in the
possession of

their property and have continued to operate and manage their business as debtors
the various Trading Bay agreements. The

4 Union has also fied a motion to compel assumption or rejection of

Debtors are fiing concurrently herewith a separate objection to such motion.

3
68773-002\DOCS _ SF:65555.3

in possession pursuant to sections 1107(a) and 1108 of

the Bankptcy Code. No request has

been made for the appointment of a trustee or an examiner in these cases.

A. Description of the Debtors
8. 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.

The Debtors' intent is to provide the operational focus necessary to their properties to exploit
their full potential, and are focused on applying their extensive engineering, operating, geologic,
and geophysical expertise to provide significant proved reserve and production growth.
B. The Debtors' Relationship With Union

9. As mentioned above, Trading Bay consists of

twelve offshore oil and gas

leases with the State of Alaska dating from the early 1960s (together, the "Trading Bay Leases").

The Trading Bay Leases cover an area located in Cook Inlet, Alaska. Eleven of the Trading Bay Leases have been unitized into a single unit commonly referred to as the Trading Bay Unit. The
remaining Trading Bay Lease stands alone and is commonly referred to as the Trading Bay

Field. The Trading Bay Unit consists of 17,859 gross developed acres with four offshore

platforms and sixty-six producing wells. The Trading Bay Field consists of 3,280 developed
acres with one offshore platform and twenty-five producing wells.5

10. Through various assignments that have taken place over the years, the
Debtors (by and through PEAO) and Union are co-lessees under the Trading Bay Leases. The
Debtors have a 46.8% working interest and Union has a 53.2% working interest in each of

the

5 The acreage totals for the Trading Bay Unit and Trading Bay Field in the above paragraph have been updated
from prior fiings by the Debtors in these Cases.

4
68773-002\DOCS _ SF:65555.3

properties in Trading Bay. The Debtors acquired their interest in Trading Bay effective January
1,2007. Union is the designated operator at Trading Bay. All of

the production from Trading

Bay is typically sold to a single customer on a monthly basis, Tesoro Alaska Company or an

affiliate ("Tesoro"). As a result of recent volcanic activity in the area, Union has suspended oil
production at Trading Bay. For oil deliveries that have occurred since the Petition Date, Tesoro
was directed by the Court to pay the Debtors the sum of $3,946,033.62 (plus any other amounts
owed) on account of

the Debtors' share of oil production attributable to Trading Bay and these

funds are currently held by the Debtors in a segregated account.

11. As operator, Union is responsible for all operational activities at Trading
Bay. Union allocates a portion of the revenues and the costs of

production to the Debtors based

upon their working interest in Trading Bay. There are ongoing disputes with Union as to the propriety of certain operational expenses. According to Union, the Debtors have accrued and
unpaid prepetition and postpetition expenses (net of production) on account of

their working

interests in Trading Bay totaling in excess of $31 milion.

12. Prior to the Petition Date, the Debtors ceased fuding their share of

operational expenses associated with Trading Bay. For a few months prepetition, the Debtors
permitted Union to collect the Debtors' share of

production payable by Tesoro to satisfy a

portion of

the accrued charges asserted by Union. The Debtors also informed Union that the

Debtors would not pay operational expenses associated with Trading Bay during the course of
these Cases. Indeed, the Debtors' postpetition financing budgets do not permit or contemplate

any such payments.

5
68773-002\DOCS _ SF:65555.3

13. The Debtors canot afford to continue funding losses at Trading Bay. By

Union's own admission in the Motion, the Debtors have incurred at least $8,835,382.86 in

postpetition expenses on account of operations at Trading Bay that purortedly have yielded only
$5.0 milion in postpetition oil revenues. Of course, the Debtors have not received any of

this

money because Union asserts a secured claim against it. Ongoing losses at Trading Bay have
now been further exacerbated by volcanic activity which has resulted in a complete cessation of
oil production activities.

14. Even though the Debtors are not current on the charges asserted by Union,
the Debtors have paid Union tens of milions of dollars on account of operational expenses or

"joint interest bilings" since they originally acquired their interests in the property. The Debtors
believe that these expenses were excessive and overstated and that Union continues to incur
unreasonably high charges, especially in light of

the fact that oil production at Trading Bay has

been suspended. The Debtors are in the process of retaining an auditor to evaluate the various

charges that have been assessed by Union with respect to Trading Bay going back to 2007. See
Debtors' Applicationfor Entry of an Order Pursuant to Section 327(a) of

the Bankruptcy Code

and Fed R. Bankr. P. 2014 Authorizing the Employment and Retention of AMS-PAR as Special

Joint Interest Biling Auditors to the Debtors and Debtors-in-Possession, dated May 27,2009
(Docket No. 345).
15. The Debtors' interests in Trading Bay are included within the assets that
the Debtors are currently marketing with the assistance of their investment baners at Lazard

Frres & Co., LLC ("Lazard"). Lazard was retained in these Cases for the express purpose of
6
68773-002\DOCS _ SF:655 5 5.3

selling the Debtors' assets in Alaska. Over the last month, Lazard has communicated the

opportnity to numerous prospective buyers, sent out marketing materials, and coordinated the
creation of a data-room for buyers to conduct due diligence on the Debtors' assets.

16. To date, the Debtors have received one expression of interest that includes
the Trading Bay assets, but no definitive binding agreements have been reached. Although the
Debtors are continuing to negotiate terms with this prospective bidder, the Debtors may seek to
abandon their interests in Trading Bay absent material progress on a sale agreement.

Are:uments & Authorities

17. The allowance of an administrative expense claim is codified in section
503(b) of

the Banruptcy Code, which states in relevant par:

After notice and a hearing, there shall be allowed administrative expenses. . . including - (1 )(A) the actual, necessary costs and expenses of preserving the estate. . .

11 U.S.c. 503 (b)(1)(A).

18. The policy "behind granting administrative priority to the types of

expenses included under section 503(b)(1)(A) is to provide an incentive for creditors and others
to continue or commence doing business with an insolvent entity." 4 COLLIER ON BANKRUPTCY

~ 503.05(2), at 503-21 (15th ed. 2002); see also In re Commonwealth of Pennsylvania Dep 't of
EnvtL. Resources, 178 F.3d 685,691 (3d. Cir. 1999) ("(T)hose who continue to transact business

with the debtor during the Chapter 11 case, and who would suffer financially as a result, are
entitled to priority over other creditors who have not affirmatively assumed such risk").

7
68773-002\DOCS _ SF:655 55.3

19. "For a debt to qualify as an administrative expense, it must satisfy a twoprong test: (1) it must have arisen from a transaction with the estate and (2) it must have benefited the estates in some demonstrable way." In re Insilco Tech., Inc., 309 B.R. 111, 114
(Bankr. D. DeL. 2004) (citing Calpine Corp. v. O'Brien Envtl. Energy, Inc. (In re O'Brien EnvtL.

Energy, Inc.), 181 F.3d 527,532-533 (3d Cir. 1999); In re Unidigital, Inc., 262 B.R. 283, 288
(Banr. D. DeL. 2001)).

20. The claimant carries the "heavy burden of demonstrating that the costs and

fees for which itseeks payment provided an actual benefit to the estate and that such costs and
expenses were necessar to preserve the value of

the estate assets." O'Brien, 181 F.3d at 533

(emphasis added); see also In re Goody's Family Clothing, Inc., 401 B.R. 656,663-664 (Ban.
D. DeL. 2009).

21. Here, for the reasons outlined below, Union has failed to cary its burden

of establishing either an administrative claim in these Cases or cause to compel the Debtors to
pay such claim on an expedited basis.
A. Union's Claims are Disputed and Do Not Properly Form the Basis for a Motion to

Compel
22. In the Motion, Union presumes that its underlying claims against the

estates are valid. The Debtors disagree.

23. The Debtors believe that Union has been incurring excessive expenses and

over-charging the Debtors for operations at Trading Bay going back to 2007 when the Debtors

first acquired their interest in the propert. Since 2007, the Debtors have paid Union tens of

8
68773-002\DOCS _ SF:655 5 5.3

milions of dollars on account of

"joint interest bilings" relating to Trading Bay. The Debtors

retaining an auditor to comprehensively evaluate the

are currently in the process of

reasonableness of such charges over the years. The results of the audit could form the basis for
significant objections to Union's asserted prepetition and postpetition claims against the Debtors.
24. Until the audit is complete and the Debtors have adequate opportunity to

fully evaluate Union's asserted claims in these Cases, it is premature to even consider allowing
an administrative claim in favor of Union.

B. Union Has Not Met the Requisites for Establishing an Administrative Claim Under
11 U.S.C. S03(b)
25. Even if

Union could establish a valid claim against the Debtors, Union

fails the test for allowance of an administrative expense under section 503(b) of the Bankptcy
Code.
26. The first element to establishing an administrative claim is that it must

arise from a post-petition transaction with the debtor. '''It is only when the debtor-inpossession's actions themselves. . . give rise to a legal liability that the claimant is entitled to the

priority of a cost and expense of administration.'" In re Commercial Fin. Servs., Inc., 246 F.3d
1291, 1294 (10th Cir. 2001) (quoting Cramer v. Mammoth Mart, Inc. (In re Mammoth Mart,

Inc.), 536 F.2d 950, 954 (1 st Cir. 1976)). "A debt is not entitled to priority simply because the

right to payment arises after the debtor in possession has begun managing the estate." In re MidAmer. Waste Sys., Inc., 228 B.R. 816, 821 (Ban. D. DeL. 1999) (quotations omitted).

9
68773-002\DOCS _ SF:65555.3

27. Here, the Debtors' estates have taken no action whatsoever on a

postpetition basis to incur the claims that Union now asserts as administrative expenses. In fact,
the Debtors ceased to pay Union's "joint interest bilings" (except out of the proceeds of

oil

production) well in advance of

the Petition Date. The Debtors also communicated to Union both

prior to the Petition Date and during these Cases (as reflected in the Debtors' postpetition

financing budgets) that the Debtors do not intend to fud the ongoing obligations associated with
Trading Bay. Union is basically asserting a claim for an unauthorized extension of credit in
violation of section 364(b) of the Bankptcy Code.

28. Union continues to incur liabilities at Trading Bay on its own accord.

Union presumably views these charges as necessary to fulfill its role as operator and to maintain

its majority ownership stake in the working interests at Trading Bay. The Debtors have neither asked (nor are asking) Union to incur any obligations at Trading Bay. Indeed, whether the

Debtors pay their share ofthese obligations or not, Union will stil incur the same debts and
stand in the same place that it finds itself

today.

29. It is for this same reason that Union cannot establish the second requisite

element for establishing an administrative claim. Specifically, there has been (and can be) no
showing that the Debtors' estates have directly and materially benefitted from Union's continued
operation and maintenance of

the facilities at Trading Bay.

30. "An incidental benefit is not enough to justify administrative priority." 2

NORTON BANKRUPTCY LAW AND PRACTICE 42: 16, at 42-94 (2d. ed. 1997); see also In re

Continental Airlines, Inc., 146 B.R. 520,527 (Bankr. D. DeL. 1992) ("Movant must establish a
10
68773-002\DOCS _ SF:655 55.3

benefit to the estate to receive priority payment ahead of

the other general unsecured claims.").

The benefit to the debtor's estate must be direct and substantiaL. See In re White Motor Corp.,
831 F.2d 106, 110 (6th Cir. 1987).

31. The expenses incurred by Union have not benefitted the Debtors' estates
in any appreciable way. By Union's own admission, Trading Bay is operating at a substantial
loss, which is further exacerbated by recent volcanic activity in the area and the complete

cessation of oil production operations. According to Union, the Debtors have already incurred
approximately $8.8 milion of post

petition accrued expenses relating to operations at Trading

Bay that have purportedly generated merely $5.0 milion of oil proceeds. Moreover, the Debtors
have not received any of these proceeds because Union asserts a lien against them.

32. Although the Debtors have received at least one expression of interest that
includes the Trading Bay assets, the Debtors may seek to abandon their interests in Trading Bay

unless a definitive and binding sale agreement can be reached soon. In the event of
abandonment, the Debtors wil be deemed to have abandoned the Trading Bay assets as of the
Petition Date, further undercutting any attempt by Union to assert an administrative claim in
these Cases.
33. It also bears mention that the obligations incured by Union at Trading

Bay benefitted Union (rather than the estates) first and foremost. This is not the situation cited
by Union in In re Hayes Lemmerz Intl, Inc., 340 B.R. 461 (Ban. D. DeL. 2006), in which a

creditor was granted an administrative claim for the debtor's failure to pay repair and storage
costs associated with leased equipment that was damaged postpetition, but prior to rejection.
11
68773-002\DOCS _ SF:65555.3

Here, the Debtors do not have possession or control over any physical Trading Bay assets.

Union is the operator at Trading Bay with complete dominion over the equipment there and the

expenses that are incurred or avoided. Moreover, as operator and majority interest holder, Union
spends money on Trading Bay because it benefits Union to do so and not the Debtors' estates.

Indeed, Union would spend the same amount on Trading Bay whether or not the Debtors were in
the picture at alL.

34. Under these circumstances, there is no basis to allow Union's asserted

administrative claim. Union incured operational expenses at Trading Bay on its own behalf

(and not at the behest of

these estates) and such expenses have provided no tangible benefit to

the Debtors' interests).

the estates (particularly in the context of a possible abandonment of

C. Union is Not Entitled to Immediate Payment of Anv Allowed Administrative Claim

35. On top of an overstated and invalid administrative claim, Union seeks

immediate payment from the Debtors to the extent that such claim is allowed.
36. Although administrative claims normally do not have to be paid until
effectiveness of a plan, it is within the Cour's discretion to determine the timing of

payment. In

re HQ Global Holdings, Inc., 282 B.R. 169, 173 (Ban. D. DeL. 2002); In re Goody's Family

Clothing, Inc., 392 B.R. 604,614 (Ban. D. DeL. 2008), aff'd, 401 B.R. 656 (D. DeL. 2009); In

re Global Home Prods., LLC, 2006 WL 3791955 at *3-4 (Ban. D. DeL. Dec. 21,2006).
37. As stated by Judge Walrath in HQ Global:

The determination of the timing of payment of administrative expenses is a matter within the discretion of the bankptcy cour.
In making this determination, one of the chief factors cours consider is banptcy's goal of an orderly and equal distribution
12
68773-002\DOCS _ SF:655 55.3

among creditors and the need to prevent a race to the debtor's assets. Thus, distributions prior to confirmation of a plan are usually disallowed when the estate may not be able to pay all administrative expenses in fulL. Other factors include the paricular needs of each administrative claimant and the length and expense of the case's administration.
282 B.R. at I 73 (citations omitted).
38. "To qualify for exceptional immediate payment, a creditor must show that

there is a necessity to pay and not merely that the Debtor has the ability to pay." Global Home,
2006 WL 3791955 at *3 (quoting In re Continental Airlines, Inc., 146 B.R. 520, 531 (Bankr. D.
DeL. 1992)).
39. In the instant case, there is no basis to compel immediate payment of any

administrative claim asserted by Union.

40. First, Union does not need the money and wil suffer no hardship if

payment is delayed.
41. Second, the Debtors are operating under tight budgetary constraints

pursuant to a postpetition financing agreement, which does not contemplate funding for

operations at Trading Bay. The Debtors' lenders are also likely to assert superpriority claims and
liens on the Debtors' assets senior to any Union administrative claim.
42. Third, there are questions about potential avoidance actions against Union

for payments Union received in the 90 days prior to the Petition Date.
43. Finally and perhaps most importantly, Union is not merely an independent

third par service provider here. Union is entirely in control of operations at Trading Bay and it
is incuring expenses there that benefit Union's majority working interest. These expenses

13
68773-002\DOCS _ SF:65555.3

would be incurred regardless of whether Union has an allowed administrative claim in these
cases or whether such claim is paid today or upon plan effectiveness.
44. Union is therefore not entitled to immediate payment of any allowed

administrative expense at this time.

Conclusion
45. For the reasons set forth above, the Debtors urge the Court to deny the

Motion.

Dated: May 29, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Counsel for the Debtors and Debtors in Possession

14
68773-002\DOCS _ SF:655 55.3

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELAWARE

Chapter 11

)
Case No. 09-10785 (KJC)

PACIFIC ENERGY RESOURCES LTD., et al., i )

Debtors. )

(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
May, 2009 she caused a copy of

the above-captioned action, and that on the 29th day of

the

following document(s) to be served upon the parties on the attached service lists in the manner
indicated:

Debtors' Objection to Motion of Union Oil Company of California to Compel Immediate Payment of Administrative Ex enses

MARY E. CORCORA
NOTARY PUBLIC STATE OF DELAWARE My commiss expires Nov. 4, 20

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

SPECIAL SERVICE LIST

MAY 29, 2009

1 - Hand Delivery 2 - First Class Mail

Via Hand Delivery (counsel to Union Oil) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P .a. 919 N. Market Street, Ste 1401

Wilmington, DE 19801

Via First Class Mail

(counsel to Union Oil)
Cabot Christianson, Esquire

Christianson & Spraker

911 West 8th Avenue, Ste 201

Anchorage, AK 99501

Via First Class Mail

(counsel to Union Oil) Richard L. Epling, Esquire David A. Crichlow, Esquire
Pilsbur Winthrop Shaw Pittman LLP

1540 Broadway New York, NY 10036

DOCS_DE: 148791.1

Pacifc Energy Resources Ltd.

Core Service List

Case No. 09-10785
Document No. 146442

04 - Hand Delivery
05 - First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
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

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

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., 11 th Floor

Hand Delivery (Counsel to DIP Administrative Agent) Don A. Beskrone, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue Wilmington, DE 19801

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

First Class Mail

(Counsel to Goldman Sachs, J.Aron & Company; DIP Administrative Agent) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito 1. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail

(Counsel to PEA Collateral Agent, et al.) Seth E. Jacobson, Esquire Chris L. Dickerson, Esquire
Skadden, Ars, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

(Counsel to Official Committee of
Unsecured Creditors)

Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

First Class Mail (counsel to Offcial Committee of

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

First Class Mail (counsel to Offcial Committee of

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