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.8

Deadline for Objections: April 1, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: April 8, 2009 at 11 :00 a.m. prevailing Eastern time

CERTIFICATION OF COUNSEL WITH RESPECT TO ADMINISTRATIVE ORDER UNDER 11 U.S.c. SECTIONS 105(A) AND 331 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS AND COMMITTEE MEMBERS
On March 9, 2009, Pacific Energy Resources, et at. (the "Debtors") filed Debtors'
Motion/or an Order Establishing Procedures/or Interim Compensation Pursuant to Section 331

of

the Bankruptcy Code (Docket No.8) (the "Motion").

In response thereto the Official Committee of

Unsecured Creditors (the

"Committee") and the U.S. Trustee (the "Trustee") provided informal comments. The Debtors
have resolved the concerns ofthe Committee and the U.S. Trustee and have revised the language

in the proposed order. A copy of the revised proposed order is attached hereto as Exhibit A,

which has been agreed to by the paries. A blackline copy of the order is attached hereto as
Exhibit B.

The Debtors respectfully request that the Court enter the attached form of
proposed revised order at its earliest convenience.

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 (702 I); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i I I W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.

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

EXHIBIT A

42 I 25-001\DOCS_DE:6375.

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon consideration of

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et at.,1 )

Debtors. ))

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

Related to Docket No.8

ADMINISTRA TIVE ORDER UNDER 11 U.S.c. 105(A) AND 331 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS AND COMMITTEE MEMBERS
the Debtors, pursuant to

the motion (the "Motion,,)2 of

Bankruptcy Code section 331, for an order establishing procedures for interim compensation for the purposes specified in the Motion; the Court finding that (a) the Court has jurisdiction over
this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core proceeding pursuant to
28 U.S.C. 157(b)(2), (c) venue of

these Chapter 11 Cases in this district is proper pursuant to the Motion and the Hearing was sufficient under the
section 105(a) and 331 of

28 U.S.C. 1408 and 1409, (d) notice of

circumstances, and (e) cause exists, within the meaning of

the

Bankuptcy Code to permit the Debtors to establish certain procedures for interim compensation
and reimbursement of expenses of Professionals, the Court having determined that the legal and

factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein, and it appearing that the relief requested is in the best interests of the Debtors' estate, its

each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

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

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The

2 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

mailing address for all of

the Debtors is I i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-00 i \DOCS_DE: i 468 i 8.1

creditors and other parties in interest; it is hereby ORDERED that the Motion is GRANTED as modified hereby; and it is further
ORDERED that except as otherwise provided in an order of

the Court authorizing

the retention of a particular Professional, the Professionals specifically retained pursuant to an

order of the Court in this case may seek interim payment of compensation and reimbursement of
expenses in accordance with the following Compensation Procedures:
a.

On or about the 25th day of each calendar month, beginning with April 2009, each Professional seeking interim compensation shall fie with the Court an application (the "Monthly Fee Application"), pursuant to section 331 of the Bankptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incured during the immediately preceding month (the "Compensation Period") and serve a copy of such Monthly Fee Application on: (i) the Debtors, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Scott Winn, CRO; (ii) counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801), Attn: Laura Davis Jones, Esquire, and Pachulski Stang Ziehl & Jones LLP,
10100 Santa Monica Boulevard, 11 th Floor, Los Angeles,

California 90067-4100, Attn: Ira Kharasch, Esquire; (iii) the Offce of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, Room 2207,844 N. King Street, Wilmington, Delaware 19801 Attn: Joseph McMahon; and (iv) the Official Committee of Unsecured Creditors (the "Committee"), Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, California 90067, Attn: Katherine C. Piper, Esq. (collectively, the "Notice Parties"). All Monthly Fee Applications shall comply with the Bankptcy Code, the Federal Rules of Bankptcy Procedure (the "Bankptcy Rules"), applicable Third Circuit law, and the Local Rules of this Court.
b.

Each Notice Party wil have twenty (20) days after service of a Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections are raised prior to the expiration of the Objection Deadline, the Professional or the Debtors shall fie a certificate of no objection with the Court after which the Debtors are authorized to pay each such Professional an amount equal to 80 percent of the fees and 100 percent of the expenses requested in
2

68773-001 \DOCS_DE: 1468 1 8. 1

the Monthly Fee Application (the "Maximum Interim Payment). If

a party fies an objection to a Monthly Fee Application of one of

the Professionals as set forth below and the objection is directed to less than 100% of the fees and expenses, the affected Professional or the Debtors may fie with the Court a certification of no objection that specifies the amount of fees and the amount of expenses to which no objection has been raised and after that certificate of no objection has been filed, the Debtors are authorized to pay 80 percent of the fees and 100 percent of the expenses not subject to an objection pursuant to subparagraph (c), below (the "Alternate Interim Payment").
c.

If any Notice Party objects to a Professional's Monthly Fee Application, it must, on or before the expiration of the Objection
Deadline, fie with the Court and serve on the affected Professional

the Notice Parties a written objection (the "Objection") so as to be received on or before the Objection Deadline. Any such Objection shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such objection. Thereafter, the objecting party and the affected Professional may attempt to
and each of resolve the Objection on a consensual basis. If unable to reach a resolution of service of

the parties are

the Objection within 20 days after

the Objection, the affected Professional may either:

(i) fie a response to the Objection with the Court, together with a request for payment of the difference between the Maximum Interim Payment and the Alternate Interim Payment made to the affected professional (the "Incremental Amount"); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court wil consider and dispose of the Objection if requested by the parties.
d.

The requirements in the above provisions of this Order pertaining to Monthly Fee Applications shall not apply to the expense statements to be submitted by the members of the Committee who shall only be required to submit expense statements on a quarterly basis as provided below. Beginning with the period ending May 31, 2009, at three-month intervals, each of the Professionals must fie with the Court and serve on the Notice Parties a request (an "Interim Fee Application Request") for interim Court approval and allowance, pursuant to Bankptcy Code section 331, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during such three-month period (the "Interim
Fee Period"). The Interim Fee Application Request must identify
the Monthly Fee Applications that are the subject of

e.

the Interim

68773-001\DOCS_DE: 146818. 1

Fee Application Request and any other information requested by the Court or required by the local rules. The Interim Fee Application Requests shall be fied with the Court and served on the Notice Parties within 45 days after the end of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. Each Professional must file its first Interim Fee Application Request on or before July 15,2009 and the first Interim Fee Application Request should cover the Interim Fee Period from the Petition Date through May 31, 2009.
f. The Debtor shall request a hearing on the pending Interim Fee

Applications at least every six months. The Debtor, however, may request that a hearing be held every three months or at such other intervals as the Court deems appropriate.
g. The pendency of an objection to payment of compensation or

reimbursement of expenses wil not disqualify a Professional from the future payment of compensation or reimbursement of expenses,
unless the Court orders otherwise.
h. Neither (i) the payment of or the failure to pay in whole or in par

the Compensation nor, () the fiing of or failure to fie an objection wil bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the Professionals are subject to disgorgement until final allowance by the Court.
ORDERED that each member of

the Committee is permitted to submit statements

of expenses (excluding Committee member counsel expenses) and supporting documentation to

counsel for any such Committee, which shall collect and submit the Committee members'

requests for reimbursement in accordance with the Compensation Procedures; and it is further
ORDERED that notice of

the Monthly Fee Applications, the Interim Fee

Application Requests, final fee applications and the Hearing Notice (as defined below) shall be

limited as follows: (i) the Notice Paries shall be entitled to receive the Monthly Fee
Applications, the Interim Fee Application Requests, the final fee applications and the notice of
hearing thereon (the "Hearing Notice"), and (ii) the 2002 List shall be entitled to receive only the

68773-001\DOCS_DE: 146818.1

Interim Fee Application Requests and the Hearing Notice. Notice given in accordance with this

paragraph is deemed suffcient and adequate and in full compliance with the applicable
provisions of the Bankruptcy Code, the Federal Rules of

Bankptcy Procedure and the Local

Rules of this Court; and it is further ORDERED that all time periods referenced in this Order shall be calculated in

accordance with Bankptcy Rule 9006(a); and iUs further

ORDERED that this Cour shall retain jurisdiction with respect to all matters
arising from or related to the implementation of

this Order.

Dated:

,2009
The Honorable Kevin J. Carey
Chief

United States Bankptcy Judge

68773-00 I \DOCS _DE: 146818. I

Should the Court have any questions regarding the proposed revised order, the
Debtors stand ready to respond.

Dated: April 7, 2009

PACHULSKI STANG ZIEHL & JONES LLP

L ur Davis Jones (DE Bar No. 2436)

I . Kharasch (CA Bar No.1 09084)

Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: lionesC8pszilaw.com

ikharaschC8pszi law. com

smcfarlandC8pszi law. com

rsaundersC8pszi law.com

ioneilC8pszilaw.com
krakowskiC8pszi law .com

(Proposed) Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS_DE: 146837. 1

EXHIBIT B

42 I 25-001 \DOCS_DE:6375. i

BLACK
IN THE UNITED STATES BANKRUPTCY COURT

In re: )
(
Upon consideration of

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

)
Case No. 09-10785 (t==J (KJCJ)

Debtors. )
)

(Jointly Administered)
Related to Docket No. S)

ADMINISTRATIVE ORDER UNDER 11 U.S.c. 105(A) AND 331 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS AND COMMITTEE MEMBERS
the Debtors, pursuant to

the motion (the "Motion"i of

Banruptcy Code section 331, for an order establishing procedures for interim compensation for
the purposes specified in the Motion; the Court finding that (a) the Court has jurisdiction over
this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core proceeding pursuant to 28
U.S.c. 157(b)(2), (c) venue of

these Chapter 11 Cases in this district is proper pursuant to 28

U.S.c. 1408 and 1409, (d) notice of

the Motion and the Hearing was sufficient under the

section 105(a) and 331 of

circumstances, and (e) cause exists, within the meaning of

the

Bankuptcy Code to permit the Debtors to establish certain procedures for interim compensation
and reimbursement of expenses of Professionals, the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein, and it appearing that the relief requested is in the best interests of the Debtors' estate, its
1 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); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

68773-001\DOCS_DE: 146818.1

creditors and other parties in interest; it is hereby

ORDERED that the Motion is GRANTED( as modified hereby); and it is further

ORDERED that except as otherwise provided in an order of

the Court authorizing

the retention of a particular Professional, the Professionals specifically retained pursuant to an

order of the Court in this case may seek interim payment of compensation and reimbursement of
expenses in accordance with the following Compensation Procedures:
a.

On or about the 25th day of each calendar month, beginning with 2009, each Professional seeking interim compensation shall fie with the Court an application (the "Monthly Fee Application"), pursuant to section 331 of the Bankptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (the "Compensation Period") and serve a copy of such Monthly Fee Application on: (i) the Debtors, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Scott Winn, CRO; (ii) counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801), Attn: Laura Davis Jones, Esquire, and Pachulski Stang Ziehl & Jones LLP,
April

10100 Santa Monica Boulevard, 11 th Floor, Los Angeles,

California 90067-4100, Attn: Ira Kharasch, Esquire; (i) the Offce of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, Room 2207,844 N. King Street, Wilmington, Delaware 19801 Attn: Joseph tMcMann; and (iv) counsel for any official committee appointed in this

Unsecured Creditors (the "Committee"), Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, California 90067,
ea)(McMahon; and (iv) the Official Committee of

Attn: Katherine C. Piper, Esq.) (collectively, the "Notice Parties"). All Monthly Fee Applications shall comply with the

Banuptcy Code, the Federal Rules of Bankptcy Procedure (the

"Bankruptcy Rules"), applicable Third Circuit law, and the Local
Rules of this Court.
b.

Each Notice Party wil have twenty (20) days after service of a Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections are raised prior to the expiration of the Objection Deadline, the Professional or the Debtors shall fie a certificate of no objection with the Court after which the Debtors
2

68773-001\DOCS_DE: 1468 18.1

are authorized to pay each such Professional an amount equal to 80 percent of the fees and 100 percent of the expenses requested in the Monthly Fee Application (the "Maximum Interim Payment). If a party fies an objection to a Monthly Fee Application of one of the Professionals as set forth below and the objection is directed to less than 100% of the fees and expenses, the affected Professional or the Debtors may fie with the Court a certification of no objection that specifies the amount of fees and the amount of expenses to which no objection has been raised and after that certificate of no objection has been fied, the Debtors are authorized to pay 80
percent of the fees and 100 percent of

the expenses not subject to

an objection pursuant to subparagraph (c), below (the "Alternate Interim Payment").

c.

Application, it must, on or before the expiration of

If any Notice Party objects to a Professional's Monthly Fee the Objection

Deadline, fie with the Court and serve on the affected Professional

the Notice Parties a written objection (the "Objection") so as to be received on or before the Objection Deadline. Any such Objection shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such objection. Thereafter, the objecting party and the affected Professional may attempt to
and each of resolve the Objection on a consensual basis. If unable to reach a resolution of service of

the parties are

the Objection within 20 days after the Objection, the affected Professional may either: (i)

fie a response to the Objection with the Court, together with a

request for payment of the difference between the Maximum Interim Payment and the Alternate Interim Payment made to the affected professional (the "Incremental Amount"); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court wil consider and
dispose of the Objection if requested by the parties.

d.

(The requirements in the above provisions of this Order pertaining to Monthly Fee Applications shall not apply to the expense statements to be submitted by the members of the Committee who shall only be required to submit expense
statements on a quarterly basis as provided below. )

e.

t 4-Beginning with the period ending May 31, 2009, at threemonth intervals, each of the Professionals must fie with the Court and serve on the Notice Parties a request (an "Interim Fee Application Request") for interim Cour approval and allowance, pursuant to Banruptcy Code section 331, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications fied during such three-month period (the "Interim

68773-001\DOCS_DE: 1468 I 8.1

Fee Period"). The Interim Fee Application Request must identify

the Interim Fee Application Request and any other information requested by the Court or required by the local rules. The Interim Fee Application Requests shall be fied with the Court and served on the Notice Parties within 45 days after the end of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. Each Professional must fie its first Interim Fee Application Request on or before July 15, 2009 and the first Interim Fee Application Request should cover the Interim Fee Period from the Petition Date through May 31, 2009.
the Monthly Fee Applications that are the subject of

f. t &. The Debtor shall request a hearing on the pending Interim Fee

Applications at least every six months. The Debtor, however, may request that a hearing be held every three months or at such other intervals as the Cour deems appropriate.
g. t f- The pendency of an objection to payment of compensation or

reimbursement of expenses wil not disqualify a Professional from the future payment of compensation or reimbursement of expenses, unless the Court orders otherwise.
h. tg;Neither (i) the payment of or the failure to pay in whole or in

part the Compensation nor, (ii) the filing of or failure to fie an objection wil bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the Professionals are subject to disgorgement until final allowance by the Court.
ORDERED that each member of t any official committee appointed in these
ea) ( the Committee) is permitted to submit statements of expenses (excluding

tcommitteeJ(Committee) member counsel expenses) and supporting documentation to counsel

for any such t committee J(Committee), which shall collect and submit the
t committee) (Committee) members' requests for reimbursement in accordance with the

Compensation Procedures; and it is fuher

ORDERED that notice of

the Monthly Fee Applications, the Interim Fee

Application Requests, final fee applications and the Hearing Notice (as defined below) shall be

68773-00 I \DOCS _DE: 1468 I 8. I

limited as follows: (i) the Notice Paries shall be entitled to receive the Monthly Fee
Applications, the Interim Fee Application Requests, the final fee applications and the notice of
hearing thereon (the "Hearing Notice"), and (ii) the 2002 List shall be entitled to receive only the

Interim Pee Application Requests and the Hearing Notice. Notice given in accordance with this
paragraph is deemed sufficient and adequate and in full compliance with the applicable
provisions of the Bankruptcy Code, the Federal Rules of

Bankuptcy Procedure and the Local

Rules of this Court; and it is further

ORDERED that all time periods referenced in this Order shall be calculated in

accordance with Bankuptcy Rule 9006(a); and it is further

ORDERED that this Cour shall retain jurisdiction with respect to all matters
arising from or related to the implementation of this Order.

Dated:

,2009
(The Honorable Kevin J. Carey
Chief )United States Bankruptcy Judge

68773-001 \DOCS_DE: 146818.1