Venoco Bankruptcy Declaration

Exhibit B

Burns Declaration

Case 16-10655-KG Doc 97-3 Filed 03/31/16 Page 1 of 44

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re Venoco, Inc., et al.,

Debtors.1

Chapter 11

Case No. 16-10655 (KG) (Jointly Administered)

DECLARATION OF ROBERT G. BURNS IN SUPPORT OF THE

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF BRACEWELL LLP

AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Robert G. Burns, under penalty of perjury pursuant to 28 U.S.C. § 1746, declare as follows:

1. I am a partner in the law firm of Bracewell LLP (“Bracewell”), located at 1251

Avenue of the Americas, Fl. 49, New York, New York 10020.

2. I am a member in good standing of the bar of the State of New York, and I have

been admitted to practice in New York. There are no disciplinary proceedings against me.

3. I submit this declaration in support of the Debtors’ Application for Entry of an

Order Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors

and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Application”).2

Except as otherwise noted, I have personal knowledge of the matters set forth herein.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, are: Venoco, Inc. (5555); Denver Parent Corporation (1005); TexCal Energy (LP) LLC (0806); Whittier Pipeline Corporation (1560); TexCal Energy (GP) LLC (0808); Ellwood Pipeline, Inc. (5631); and TexCal Energy South Texas, L.P. (0812). The Debtors’ main corporate and mailing address for purposes of these chapter 11 cases is: Venoco, Inc., 370 17th Street, Suite 3900, Denver, CO 80202-1370.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


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Bracewell’s Qualifications

4. The Debtors seek to retain Bracewell because of Bracewell’s recognized expertise

and extensive experience and knowledge in the field of debtors’ protections, creditors’ rights and

business reorganizations under chapter 11 of the Bankruptcy Code and in the field of oil and gas

law.

5. Bracewell is currently and has been actively involved in major chapter 11 cases

and has represented debtors in many cases, including most recently: In re Energy & Exploration

Partners, Inc., No. 15-44931 (Bankr. N. D. Tex. Dec. 7, 2015); In re Optim Energy, LLC, No.

14-10262 (Bankr. D. Del. May 13, 2014); and In re WBH Energy, LP, et al., No. 15-10003

(Bankr. W. D. Tex. Jan. 3, 2015).

6. Bracewell lawyers have represented the Debtors in general corporate matters

since the beginning of 2006 and therefore Bracewell has extensive and unique knowledge and

familiarity with the Debtors’ business, assets and legal obligations and many of the potential

legal issues that may arise in the context of these chapter 11 cases. Bracewell is both well-

qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient and

timely manner.

Services to be Rendered

7. Subject to further order of the Court, and consistent with the Engagement Letter,

the Debtors request the retention and employment of Bracewell to render, specifically but

without limitation, the following legal services:

(i) advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its businesses and properties;

(ii) advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;


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(iii) attending meetings and negotiating with representatives of creditors and other parties in interest;

(iv) taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;

(v) preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;

(vi) representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;

(vii) advising the Debtors in connection with any potential sale of assets;

(viii) appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;

(ix) advising the Debtors regarding tax matters;

(x) taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

(xi) performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

8. Bracewell intends to apply for compensation for professional services rendered

and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules and any other applicable procedures or orders of the Court.

The hourly rates and corresponding rate structure Bracewell will use in these chapter 11 cases

are the same as the hourly rates and corresponding rate structure that Bracewell uses in other

restructuring matters, as well as similar complex corporate, securities, and litigation matters


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whether in court or otherwise, regardless of whether a fee application is required. These rates

and the rate structure reflect that such restructuring and other complex matters typically are

national in scope and involve great intricacy, high stakes, and severe time pressures.

9. Bracewell operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

10. Bracewell’s hourly rates for matters related to these chapter 11 cases range as

follows:

Billing Category Range

Partners $750-1,050

Counsel / Associates

$385-760

Paraprofessionals $300 - 310

11. The following professionals presently are expected to have primary responsibility

for providing services to the Debtors: Robert G. Burns ($1,050.00), Robin J. Miles ($975.00);

Mark Dendinger ($685.00) and Rebekah T. Scherr ($455.00). In addition, as necessary, other

Bracewell professionals and paraprofessionals will provide services to the Debtors.3

12. Bracewell’s hourly rates are set at a level designed to compensate Bracewell fairly

for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions.4

3 Although Bracewell does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely

event that it becomes necessary to use contract attorneys, Bracewell will not charge a markup to the Debtors with respect to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by Bracewell will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.

4 For example, like many of its peer law firms, Bracewell increases the hourly billing rate of attorneys and paraprofessionals each year in the form of: (i) step increases historically awarded in the ordinary course on the basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and


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13. Bracewell lawyers have represented the Debtors in general corporate matters

since the beginning of 2006. Bracewell also represented the Debtors during the three month

period before the Petition Date, using the hourly rates listed above. Moreover, these hourly rates

are consistent with the rates that Bracewell charges other comparable chapter 11 clients.

14. The Debtors have undertaken certain steps to ensure that the rate structure

provided by Bracewell is appropriate and is not significantly different from (a) the rates that

Bracewell charges for non-bankruptcy representations or (b) the rates of other comparably

skilled professionals.

15. It is Bracewell’s policy to charge its clients in all areas of practice for

identifiable, non-overhead expenses incurred in connection with the client’s case that would not

have been incurred except for representation of that particular client. It is also Bracewell’s

policy to charge its clients only the amount actually incurred by Bracewell in connection with

such items. Examples of such expenses include postage, overnight mail, courier delivery,

transportation, overtime expenses, computer-assisted legal research, photocopying, outgoing

facsimile transmissions, airfare, meals and lodging.

16. To ensure compliance with all applicable deadlines in these chapter 11 cases,

Bracewell utilizes the services of overtime secretaries. Bracewell will bill the Debtors for

overtime secretarial charges that arise out of business necessity. In addition, Bracewell

professionals also may charge their overtime meals and overtime transportation to the Debtors

consistent with prepetition practices.

paraprofessional’s current level of seniority. Generally, Bracewell adjusts the billing rates of its attorneys on November of each year. The last increase was November 1, 2015. The next expected increase will be November 1, 2016. As set forth in the Order, Bracewell will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official committee before implementing any periodic increases, and shall file such notice with the Court.




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21. As of the Petition Date, the Debtors do not owe Bracewell any amounts for legal

services rendered before the Petition Date, although certain expenses and fees may have been

incurred by Bracewell, but not yet applied to Bracewell’s retainer. Such amounts, if any, would

be less than the balance of Bracewell’s retainer as of the Petition Date.

22. Pursuant to Bankruptcy Rule 2016(b), Bracewell has not shared nor agreed to

share (a) any compensation it has received or may receive with another party or person, other

than the partners, associates, and contract attorneys associated with Bracewell or (b) any

compensation another person or party has received or may receive.

Bracewell’s Disinterestedness

23. In connection with its proposed retention by the Debtors in these chapter 11 cases,

Bracewell undertook to determine whether it had any conflicts or other relationships that might

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Bracewell obtained from the Debtors and their representatives the names of

individuals and entities that may be parties in interest in these chapter 11 cases (the “Potential

Parties in Interest”) and such parties are listed on Schedule 1 attached hereto. Bracewell has

searched on its electronic database for its connections to the entities listed on Schedule 1

attached hereto. To the extent I have been able to ascertain that Bracewell has been retained

within the last three years to represent any of the Potential Parties in Interest (or their affiliates,

as the case may be) in matters unrelated to these cases, such facts are disclosed on Schedule 2

attached hereto.

24. Bracewell and certain of its partners and associates may have in the past

represented, may currently represent, and likely in the future will represent, parties in interest in

these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed

herein) to the Debtors and these chapter 11 cases. Bracewell has searched on its electronic


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database for its connection to the entities listed on Schedule 1 attached hereto. The information

listed on Schedule 1 may have changed without our knowledge and may change during the

pendency of these chapter 11 cases. Accordingly, Bracewell will update this Declaration as

necessary and when Bracewell becomes aware of additional material information. The following

is a list of the categories that Bracewell has searched:7

Schedule Category8 1(a) Current and Recent Former Entities Affiliated with the Debtors

1(b) Current and Recent Former Directors and officers

1(c) Contractual Counterparties

1(d) Equity Holders

1(e) Insurers

1(f) Lenders

1(g) First and Second Lien Secured Notes

1(h) 8.875% Senior Note Holders

1(i) Senior PIK Toggle Notes

1(j) Term Loan, Security and Guaranty Agreement

1(k) Credit Agreement

1(l) Professionals

1(m) Ordinary Course Professionals

1(n) Significant Vendors

1(o) Taxing Authorities

7 Bracewell’s inclusion of parties in the following schedules is solely to illustrate Bracewell’s conflict search

process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.

8 Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically appears on one schedule. There is not a separate category for top 30 unsecured creditors, however they are identified in each separate schedule.


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1(p) Telecom Utilities

1(q) United States Trustee, Judges, and Court Contracts for the District

1(r) Utilities

1(s) Regulatory Agencies

1(t) Litigation Counterparties

1(u) Surety Bond Holders

25. In addition, Bracewell is or has been engaged in a number of matters in which

attorneys and other professionals representing various parties in interest in these cases are

involved. Moreover, due to the nature and size of its practice, Bracewell has or has had

relationships as counsel, co-counsel or referring counsel with many major law firms in most, if

not all, major cities in the United States, which includes law firms representing creditors or other

parties in interest in these chapter 11 cases. All such relationships are on matters unrelated to

these cases.

26. Prior to joining Bracewell, certain Bracewell lawyers may have worked at other

law firms, companies, or other employers that are involved or may become involved in these

chapter 11 cases. To the best of my knowledge, such Bracewell lawyers’ work at these prior

establishments was unrelated to these chapter 11 cases.

27. To the best of my knowledge, (a) Bracewell is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and

(b) Bracewell has no connection to the Debtors, their creditors, or other parties in interest, except

as may be disclosed in this Declaration.


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28. Listed on Schedule 2 to this Declaration are the results of Bracewell’s conflicts

searches of the above-listed entities.9 For the avoidance of doubt, Bracewell will not commence

a cause of action in these chapter 11 cases against the parties listed on Schedule 2 that are

specifically identified as current clients of Bracewell unless Bracewell has an applicable waiver

on file or first receives a waiver from such party allowing Bracewell to commence such an

action. To the extent that a waiver does not exist or is not obtained from such client and it is

necessary for the Debtors to commence an action against that client, the Debtors will be

represented in such particular matter by conflicts counsel.10

29. Of the clients listed on Schedule 2, only Bracewell’s work for Venoco, Inc., and

its affiliates listed on the schedule represented more than one percent of Bracewell’s fee receipts

for the twelve-month period ending on March, 2016.

30. Bracewell’s conflicts search of the parties in interest listed on Schedule 1 (that

Bracewell was able to locate using its reasonable efforts) reveals, to the best of Bracewell’s

knowledge, that those Bracewell attorneys and paraprofessionals who previously worked at other

law firms that represented certain potential parties in interest in these chapter 11 cases have not

worked on matters relating to the Debtors’ restructuring efforts while at Bracewell.

31. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge, neither I, Bracewell, nor any partner or associate thereof, insofar as I have 9 As referenced in Schedule 2, the term “current client” means a client to whom time was posted in the last 12

months preceding the Petition Date. As referenced in Schedule 2, the term “former client” means a client to whom time was posted between 12 and 36 months preceding the Petition Date. As a general matter, Bracewell discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if the time was billed more than 36 months before the Petition Date.

10 Contemporaneously with this Application, the Debtors have also filed an application to employ and retain Morris,

Nichols, Arsht & Tunnell LLP (“Morris Nichols”) as Bracewell’s local counsel in connection with these chapter 11 cases. Morris Nichols will handle matters that the Debtors may encounter that cannot be handled appropriately by Bracewell because of a conflict of interest. It is intended that the services of Morris Nichols shall complement, and not duplicate, the services to be rendered by Bracewell. Indeed, the Debtors are extremely mindful of the need to avoid duplication of services and appropriate procedures will be implemented to ensure that there is no such duplication.


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been able to ascertain, have any connection with the Debtors, their creditors, or any other parties

in interest, their respective attorneys and accountants, the Office of the United States Trustee for

the District of Delaware (the “U.S. Trustee”), or any person employed in the Office of the U.S.

Trustee, any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the

District of Delaware, except as disclosed or otherwise described herein.

32. Bracewell will review its files periodically during the pendency of these chapter

11 cases to ensure that no other conflicts or other disqualifying circumstances exist or arise. If

any new relevant facts or relationships are discovered or arise, Bracewell will use reasonable

efforts to identify such further developments and will file promptly a supplemental declaration,

as required by Bankruptcy Rule 2014(a).

33. Generally, it is Bracewell’s policy to disclose clients in the capacity that they first

appear in a conflicts search. For example, if a client already has been disclosed in this

Declaration in one capacity (e.g., a utility), and the client appears in a subsequent conflicts

search in a different capacity (e.g., a vendor), Bracewell does not disclose the same client again

in supplemental declarations, unless the circumstances are such in the latter capacity that

additional disclosure is required.

34. From time to time, Bracewell may have referred work to other professionals

involved in these chapter 11 cases. Likewise, certain such professionals may have referred work

to Bracewell.

35. Certain insurance companies pay the legal bills of Bracewell’s clients. Some of

these insurance companies may be involved in these chapter 11 cases. None of these insurance

companies, however, are Bracewell clients as a result of the fact that they pay legal fees on

behalf of Bracewell clients.


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Specific Disclosures

36. As specifically set forth below and in the attached exhibits, Bracewell represents

certain of the Debtors’ creditors or parties in interest in ongoing matters unrelated to the Debtors

and these chapter 11 cases. None of the representations described herein are materially adverse

to the interests of the Debtors’ estates. Moreover, pursuant to section 327(c) of the Bankruptcy

Code, Bracewell is not disqualified from acting as the Debtors’ counsel merely because it

represents certain of the Debtors’ creditor or other parties in interest in matters unrelated to these

chapter 11 cases. Other Disclosures

37. As mentioned, Bracewell lawyers have represented the Debtors in general

corporate matters since the beginning of 2006. I do not believe that Bracewell’s prior

representation of the Debtors in general corporate matters unrelated to these chapter 11 cases

prevents Bracewell from being a disinterested party under the Bankruptcy Code.

38. Finally, certain interrelationships exist among the Debtors. Nevertheless, the

Debtors have advised Bracewell that the Debtors’ relationships to each other do not pose any

conflict of interest because of the general unity of interest among the Debtors. Insofar as I have

been able to ascertain, I know of no conflict of interest that would preclude Bracewell’s joint

representation of the Debtors in these chapter 11 cases.

Affirmative Statement of Disinterestedness

39. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge and insofar as I have been able to ascertain, (a) Bracewell is a “disinterested

person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section

327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’

estates and (b) Bracewell has no connection to the Debtors, their creditors, or other parties in

interest, except as may be disclosed herein.


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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: March 31, 2016

Respectfully submitted,

/s/ Robert G. Burns Robert G. Burns Partner, Bracewell LLP


SCHEDULE 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of Robert G. Burns in Support of the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Bracewell LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Burns Declaration”). Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Bracewell LLP reviewed each entity in its records, as more fully described in the Burns Declaration, matching the incomplete or ambiguous name.


SCHEDULE 1

List of Schedules

Schedule Category

1(a) Current and Recent Former Entities Affiliated with the Debtors

1(b) Current and Recent Former Directors and officers

1(c) Contractual Counterparties

1(d) Equity Holders

1(e) Insurers

1(f) Lenders

1(g) First and Second Lien Secured Notes

1(h) 8.875% Senior Note Holders

1(i) Senior PIK Toggle Notes

1(j) Term Loan, Security and Guaranty Agreement

1(k) Credit Agreement

1(l) Professionals

1(m) Ordinary Course Professionals

1(n) Significant Vendors

1(o) Taxing Authorities

1(p) Telecom Utilities

1(q) United States Trustee, Judges, and Court Contracts for the District

1(r) Utilities

1(s) Regulatory Agencies

1(t) Litigation Counterparties

1(u) Surety Bond Holders

Notes (1) Certain parties may fall under multiple categories. To avoid redundancy and duplication, each vendor typically appears on one schedule. (2) Signifies a top 30 unsecured creditor as of the Chapter 11 cases were commenced.

#5091396.1


Schedule 1(a)

Current and Recent Former Entities Affiliated with the Debtors

Denver Parent Corporation

Venoco, Inc.

Ellwood Pipeline, Inc.

TexCal Energy (LP) LLC

Whittier Pipeline Corporation

TexCal Energy (GP) LLC

TexCal Energy South Texas, L.P.


Schedule 1(b)

Current and Recent Former Directors and officers

Timothy M. Marquez

Mark A. DePuy

Scott M. Pinsonnault

Brian Donovan

Joseph A. Bondi

Joel L. Reed

Richard S. Walker

Edward J. O’Donnell

Timothy A. Ficker

Terry L. Anderson

Ian Livett

Beth Behnke

Michael Edwards

Doug Griggs

Michael Wracher

Rich Keller

Heather Hatfield


Schedule 1(c)

Contractual Counterparties

Acteon US Holdings, Ltd

ADP (Workforce Now)

All Copy Products

Anterra Energy Services Inc

Apollo Capital Management LP

Ardent Companies Inc.

Baker Hughes Business Support Serv

Baker Hughes Oilfield Operations Inc.

Baker Petrolite Corporation

Blackstone Advisory Partners LP

Cameron Solutions Inc

Canrig Drilling Technology

Citibank

Credit Suisse

Diligent Boardbooks

Dow Chemical Company

Exlp Operating LLC

Exterran Partners

Exxon Mobil Global Services Company

Exxon Mobil Production Company

Geo Drilling Fluids, Inc.

Haaland Diving Inc

Halliburton Energy Service, Inc.

Interact PMTI

Irwin Holdings Company

Irwin Industries Inc.

JD Rush Company, Inc

JLT Specialty Insurance Services, Inc.

Kenai Drilling Limited

Krummrich Engineering Corporation

Mast Capital Management, Llc

McCabe & Company, Inc.

Mcgriff Seibels & Williams of Texas Inc

Merrill Lynch Commodities, Inc.

Nalco Company

National Tank Company

Oil Well Service Co.

Phillips 66

Safety Tek Industries, Inc

Schlumberger Technology Corporation

State Of California, State Lands

Commission

Terrain Consulting Inc

The Bank of Nova Scotia

U.S. Bank National Association

Verizon Wireless

Weatherford International Inc

West Coast Welding & Construction Inc

Western Wireline, Inc


Schedule 1(d)

Equity Holders

The Denver Foundation

Bankers Trust Company of South Dakota

University of Denver

Colorado School of Mines Foundation, Inc.

Rose Community Foundation

Marquez Trust

Timothy and Bernadette Marquez Foundation

Timothy M. Marquez

Bernadette B Marquez Trust

Timothy M Marquez Trust


Schedule 1(e)

Insurers

ACE American Insurance Company

AGCS Marine Insurance Company

Federal Insurance Company

Travelers Property Casualty Company of America / St. Paul Fire & Marine Insurance Company

Travelers Property Casualty Company of America

Lloyd’s of London Syndicate #33

Various Lloyd’s of London Syndicates

Various Lloyd’s of London Syndicates through Prosight, IR Underwriting & Talbot

Various Lloyd’s of London Syndicates and Certain Insurance Companies

AIG - Illinois National Insurance Company

AIG - National Union Fire Insurance Company of Pittsburgh, PA

Chubb - Federal Insurance Company

Freedom Specialty Insurance Company (Nationwide)

QBE Insurance Corporation

RLI Insurance Company

Starr Indemnity & Liability Company

XL Specialty Insurance Company

Zurich Insurance Company Ltd.

Aspen US Insurance Group

Argo Group International Holdings, Ltd.

JLT Specialty USA

McGriff, Seibels & Williams of Texas


Schedule 1(f)

Lenders

Apollo Capital Management LP

Deutsche Bank Trust Company Americas

Aon Risk Services Southwest Inc.

US Bank Trust NA

Wilmington Savings Fund Society, FSB


Schedule 1(g)

First and Second Lien Secured Notes

Trustee and Collateral Agent:

US Bank National Association

Holders:

Apollo Centre Street Partnership, L.P.

Apollo Credit Opportunity Trading Fund III

Apollo Franklin Partnership, L.P.

Apollo Investment Corporation

Apollo SK Strategic Investments, L.P.

Apollo Special Opportunities Managed Account, L.P.

Apollo SPN Investments I (Credit), LLC

Apollo Zeus Strategic Investments, L.P.

Mast Credit Opportunities I Master Fund Limited

Mast OC I Master Fund LP

Mast OC I Master Fund LP Class L

Mast Select Opportunities Master Fund LP

Virtus Alternative Income Solutions Fund

Virtus Alternative Total Solutions Fund


Schedule 1(h)

8.875% Senior Note Holders

Trustee:

US Bank National Association

Lenders:

Candlewood Investment Group, L.P.

Blackgold Capital Management, L.P.

Pentwater Capital Management, L.P.

Wingspan Investment Management, L.P.

Highland Capital Management, L.P.

Hartford Investment Management Company

New Generation Advisors, LLC

Stone Harbor Investment Partners, L.P.

Citigroup Global Markets, Inc.

Apollo Management, L.P.

PIMCO - Pacific Investment Management

Company

Euroclear Bank

Driehaus Capital Management, LLC

Credit Suisse Securities (USA), LLC

Amzak Capital Management, LLC

Garland Business Corp

American Century Investment Management,

Inc.

DuPont Capital Management Corporation

Sierra Pacific Securities, LLC

Millennium Advisors, LLC

Morgan Stanley & Company, LLC

MAST Capital Management, LLC

State Street Global Advisors (SSgA)

Beach Point Capital Management, L.P.

Peritus I Asset Management, LLC

Benefit Street Partners, LLC

Yorktown Management & Research

Company, Inc.

Brookfield Investment Management, Inc.

BlackRock Advisors, LLC

Opus Investment Management, Inc.

Macquarie Bank, LTD

BNP Paribas Investment Partners Belgium

S.A.

Newfleet Asset Management, LLC


Schedule 1(i)

Senior PIK Toggle Notes

Blackgold Capital Management, L.P.

Indaba Capital Management, L.P.

Beach Point Capital Management, L.P.

Carlson Capital, L.P.

PPM America, Inc.

Apollo Management, L.P.

Nomura Corporate Research and Asset

Management, Inc. (U.S.)

Pine River Capital Management

Pentwater Capital Management, L.P.

Amzak Capital Management, LLC

UBS Securities, LLC (U.S.)

Driehaus Capital Management, LLC


Schedule 1(j)

Term Loan, Security and Guaranty Agreement

Administrative Agent and Collateral Agent:

Deutsche Bank AG New York Branch

Lender

Deutsche Bank Securities Inc.

Deutsche Bank AG, London Branch


Schedule 1(k)

Credit Agreement

Administrative Agent and Lender:

Citibank, N.A.

Lender:

The Bank of Nova Scotia

KeyBank National Association

Bank of America, N.A.

RB International Finance (USA) LLC

BOFK, NA dba Bank of Oklahoma

Amegy Bank National Association

Credit Suisse AG, Cayman Islands Branch

Santander Bank, N.A.

ABN Amro Capital USA LLC

CIT Finance LLC


Schedule 1(l)

Professionals

Bracewell LLP

Deloitte LLP

Morris Nichols Arsht & Tunnell LLP

PJT Partners Inc.

Ernst & Young US LLP

BMC Group, Inc.


Schedule 1(m)

Ordinary Course Professionals

Andrews Kurth LLP

Armbruster Goldsmith & Delvac LLP

Buynak, Fauver, Archbald & Spray LLP

Cornerstone Research

Davis Graham & Stubbs LLP

Day Carter & Murphy LLP

Diepenbrock Elkin LLP

EKS & H LLP

Gibbs & Bruns LLP

Gilchrist & Rutter Professional Corp

Goodin Macbride Squeri Day & Lamprey LLP

Greenberg Glusker Fields Et Al LLP

Hein & Associates LLP

Hicks Thomas & Lilienstern LLP

K E Andrews & Company

Kassouni Law

Kilpatrick Townsend & Stockton LLP

Marshall Law Group

Morgan Lewis and Bockius LLP

Sheppard Mullin Richter & Hampton LLP

Stoel Rives LLP

Tatro Tekosky Sadwick LLP

White & Case LLP


Schedule 1(n)

Significant Vendors

All Copy Products Inc

Anterra Energy Services Inc

Arcadis Us, Inc.

Ardent Companies Inc

Aspen Helicopters Inc

Baker Hughes Business Support Service

Belvedere Hotel Partnership

Beverly Hills Unified School

C & C Boats, Inc.

California Independent Petrole

California Sandblasting & Coating Inc

Canrig Drilling Technology Ltd

Case Company

Clean Seas LLC

Compliance Services Inc

Crimson California Pipeline LP

Degolyer and Macnaughton

Donald T Sterling, Ttee

Dow Chemical Company

EK and Sunkin LLC

Geo Drilling Fluids Inc

Gilson Government Strategies

HB Rentals

Instrument Control Services

Iron Mountain Information Management,

Inc.

JD Rush Company Inc

Kenai Drilling Limited

Krummrich Engineering Corporation

LSA Associates, Inc.

McCabe & Company

Mountain Aviation Inc

Nalco Company

Office of Natural Resources

Office of State Controller

Pacific Coast Energy Company

Patriot Environmental Services

Phillips 66 Company

Pipeline Association for Public Awareness

Qualspec LLC

Redwood Pacific Public Affairs

Robert A Booher Consulting

Spectrum Campaigns

Safety Tek Industries LLC


Sodexo Remote Sites Partnership

Southern California Gas Company

State Lands Commission

Superior Tank Company Inc

Tatro Tekosky Sadwick LLP

Terrain Consulting

Thomas & Beers

URS Corporation

Weatherford Us LP

West Coast Welding & Construction

Witt O'Briens LLC


Schedule 1(o)

Taxing Authorities

Office of the Ventura County Treasurer-Tax Collector

County of Glenn Tax Collector

Kern County Treasurer-Tax Collector

Los Angeles County Treasurer and Tax Collector

Monterey County Treasurer-Tax Collector

Orange County Treasurer-Tax Collector

County of Santa Barbara Treasurer-Tax Collector

Solano County Treasurer Tax Collector

Manager of Finance – Treasury Division – City and County of Denver

Ventura County Treasurer-Tax Collector

State of California Franchise Tax Board

Delaware Secretary of State

State of Delaware

Finance Administration Department - City of Beverly Hills

State of California Department of Conservation

City and County of Denver

Oregon Department of Revenue

Internal Revenue Service

California State Board of Equalization

State Treasurer of California

Solano County Assessor/Recorder – Fuel Tax Division

Colorado Department of Revenue

United States Treasury

Texas State Comptroller


Schedule 1(p)

United States Trustee, Judges, and Court Contracts for the District of Delaware (and Key Staff Members)

Attix, Lauren

Buchbinder, David

Carey, Kevin J.

Casey, Linda

Cox, Natalie

Dice, Holly

Dortch, Shakima L.

Fox, Timothy

Gerardi, David

Giordano, Diane

Green, Christine

Gross, Kevin

Hackman, Benjamin

Heck, Jeffrey

Kenney, Mark

Leamy, Jane

McCollum, Hannah

Murray, Tony

O’Malley, James R.

Panacio, Michael

Patton, Tiiara

Sarkessian, Juliet

Schepacarter, Richard

Serrano, Edith

Shannon, Brendan L.

Silverstein, Laurie S.

Sontchi, Christopher S.

Starr, Karen

Tinker, T. Patrick

Vara, Andy

Vinson, Ramona

Walrath, Mary F.

West, Michael

Wynn, Dion


Schedule 1(q)

Utilities

ACC Business a division of AT&T

AT&T Inc.

AT&T Mobility LLC

Carpinteria Valley Water District

Centurylink, Inc.

City of Beverly Hills Municipal Corporation

City of Taft California

City of Ventura

Cox Communications, Inc.

Goleta Water District

Pacific Gas And Electric Company

Southern California Edison Company

Sprint Communications Company L.P.

Valley Water Management Co.

Verizon California, Inc.

Verizon Wireless, Inc.

Waste Management of Alameda Co Inc.

West Kern Water District


Satcom Global, Inc.


Schedule 1(r)

Regulatory Agencies

Department of Interior Bureau of Land Management Federal Energy Regulatory Commission U.S. Environmental Protection Agency U.S. Fish And Wildlife Service Calfire/Office of The State Fire Marshal California Coastal Commission California Fish and Game Commission Department of the California Highway Patrol Carpinteria-Summerland Fire Protection District City of Beverly Hills Municipal Corporation City of Carpinteria, California City of Goleta, California The City of Oxnard, California City of Taft, California City of Ventura, California County of Kern, Public Health Services, Environmental Health Division County of Kern, Building Inspection Division Los Angeles County Department of Public health – L/P Unit County of Santa Barbara, California County of Santa Barbara, Public Health Department, Environmental Health Services County of Santa Barbara, Planning & Development County of Santa Barbara, Planning & Development, Energy Division County of Ventura, Environmental Health Division County of Ventura, Planning Division California Department of Fish And Wildlife State of California, Department of Toxic Substances Control, Office of Scientific Affairs

Orange County Regulatory Affairs Department of Public Works, Los Angeles County Los Angeles County Fire Department Monterey County, California, Health Department, Environmental Health Monterey County, California, Resource Management Agency, Planning Department Monterey County, California, Recorder-County Clerk Office of Natural Resources Revenue, U.S. Department of the Interior Santa Barbara County, California Santa Barbara County Air Pollution Control District Santa Barbara County, Environmental Health Services, Certified Unified Program Agency Santa Barbara County Fire Department Santa Barbara County’s Clerk-Recorder Secretary of State California South Coast Air Quality Management District California State Lands Commission California Department of Parks and Recreation California Environmental Protection Agency, State Water Resources Control Board U.S. Department of the Interior U.S. Department of Transportation Ventura County Air Pollution Control District Ventura County Fire Protection District California State Board of Equalization City of Los Angeles


Schedule 1(s)

Litigation Counterparties

Burlington Resources Oil & Gas Co.

PetroMax Operating Co.

Denbury Onshore, LLC

Centennial Insurance Company

Great American Insurance Company

City of Goleta

Plains All American Pipeline

City of Beverly Hills

B.P. America

Irwin Barr


Schedule 1(t)

Surety Bond Holders

US Specialty Insurance Company

Aspen US Insurance Group

Argonaut Insurance Company

Aon Risk Services Southwest Inc


Schedule 2

Potential Parties in Interest



2

Blackstone Advisory Partners LP GDF SUEZ Energy North

America, Inc. Current

BMC Group, Inc. BMC Software, Inc. Former

BMC Group, Inc. Misui E&P Middle East B.V. Current

BMC Group, Inc. Butler Manufacturing, a division

of Bluescope Buildings Nort. Current

BOFK, N.A. dba Bank of Oklahoma

Bosc, Inc. Current

BP America BP America Current


Brookfield Transmission Current


Brookfield Renewable Energy Current


Brookfield Infrastructure Group Current


Brookfield Asset Management Current

Burlington Resources Oil & Gas Co.

Phillips 66 Current

C & C Boats, Inc. Driscoll Children's Hospital Former

C & C Boats, Inc. Contreras, Roberto Former

CIT Finance LLC CIT Energy Current

Citibank Citibank Current

Citibank Citibank Current

Clean Seas LLC XTO Energy Inc. Former

Clean Seas LLC Exxon Mobil Corporation Current

County of Glenn Tax Collector Hamilton City Former

Credit Suisse Credit Suisse Current

Deloitte LLP Constellation NewEnergy-Gas,

Inc. Former


3

Deloitte LLP Siro Group Former

Denbury Onshore, LLC Denbury Resources, Inc. Current

Deutsche Bank Deutsche Bank Current

Dow Chemical Company Dow Corning Corporation Current

Dow Chemical Company Xtreme Power, Inc. Former

DuPont Capital Management Corporation

E.i. DuPont de Nemours & Co. Current

Ernst & Young US LLP McKee Nelson LLP Current

EXLP Operating LLC Archrock Current

Exterran Partners Archrock Current

Exxon Mobil Exxon Mobil Former

Freedom Specialty Insurance Company (Nationwide)

Astoria Energy Lenders Current

Gibbs & Bruns LLP Gibbs & Bruns LLP Former

Great American Insurance Company

Tiger Capital, SB Capital and Great American, a JV

Current

Halliburton Energy Service Halliburton Energy Service Current

Hartford Investment Management Company

Hartford Insurance Group Current

HB Rentals Pumpco Energy Services, Inc. Former

HB Rentals Hamm & Phillips Service

Company, Inc. Former



Current

Irwin Industries Inc. Newell Rubbermaid, Inc. Former

Joseph A. Bondi Alvarez & Marsal Former

Kenai Drilling Limited Marathon Oil corporation Former

Kenai Drilling Limited Tesoro Refining Company Current


4

Los Angeles County Treasurer and Tax Collector

Hearst Corporation Current

LSA Associates, Inc. Nabors Drilling International Former

LSA Associates, Inc. OiltankingTexas City, LP Current


BM&T Capital Markets Current


BM&T – Dallas Current

Merrill Lynch Commodities Merrill Lynch Commodities Current

Morgan Lewis and Bockius LLP HerJustice Former

Nalco Company Nalco Champion Current

Nalco Company Champion Technologies Current

Nalco Company Ecolab Inc. Current

Nalco Company CASA of West Texas Former

Office of Natural Resources United Nations High

Commissioner for Refugees Former

Office of the Ventura County Treasurer - Tax Collector

Genesee & Wyoming, Inc. Current

Orange County Treasurer - Tax Collector

Clark Construction Group, LLC Former

Orange County Treasurer - Tax Collector

Hearst Corporation Current

Pacific Gas and Electric Company

Interstate Natural Gas Association of America

(INGAA) Current

PetroMax Operating Co. PetroMax Operating Co., Inc. Former

Phillips 66 Phillips 66 Current

PIMCO – Pacific Investment Management Company

Allianz Global Investors Current

Plains All American Plains All American Current


5

Richard S. Walker Arvest Bank Current


Schlumberger Technical Services, Inc.

Former



Former


Schlumberger Limited Former



Former


Barcel USA LLC Former


Madmann Trademark Holding Company, Ltd.

Current


Inflight Productions USA Inc. Current


Midwest Generation EME, LLC Former


KBR Current


KBR Current

Starr Indemnity & Liability Company

Starr Companies Current

State of California, State Lands Commission

Thomas Properties Group, Inc. Former

State of Delaware Macquarie Bank Limited -

London Current

State of Delaware National Wildlife Federation Current

Terry L. Anderson Yellowstone Academy Current

Texas State Comptroller Texas State Comptroller Current

The Bank of Nova Scotia Bank of Nova Scotia Current

The Bank of Nova Scotia Scotia Capital (USA) Inc. Current


6

The Bank of Nova Scotia Scotia Capital Inc. - (Canada) Current

UBS Securities LLC (U.S.) UBS Energy LLC Current

U.S. Bank U.S. Bank Current

U.S. Bank, N.A. U.S. Bank, N.A. Current

URS Corporation URS Federal Services Current

URS Corporation Crescent Real Estate Equities

Ltd. Current

Verizon Wireless Verizon Wireless (Central Texas) Current

Verizon Wireless Verizon Wireless (Houston/Gulf

Coast) Current

Waste Management of Almeda Co Inc.

Waste Management Current


Waste Management, Inc. Current


McGinnes Industrial Maintenance Corporation

Current


Veolia ES Industrial Services, Inc.

Current

Weatherford International, Inc. Weatherford Aerospace, Inc. Former

Weatherford International, Inc. Weatherford Farms Current


Venoco Bankruptcy Declaration

Documents