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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:
PACIFIC ENERGY RESOURCES LTD., et al., i

) )
)

Chapter 11

Debtors.

) )

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


Related Docket No. 15

Deadline for Objections: May 27, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: June 3, 2009 at 1 :00 p.m. prevailng Eastern time

PRE

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER GRANTING IN PART DEBTORS' EMERGENCY MOTION FOR AUTHORITY TO PAY OR HONOR PETITION AND POSTPETITION OBLIGATIONS TO ROYALTY INTERESTS
On March 9, 2009, Pacific Energy Resources, et at. (the "Debtors") fied Debtors'

Emergency Motionfor Authority to Payor Honor Pre

petition and Post

petiton Obligations to

Royalty Interests (Docket No. 15) (the "Motion").


In response thereto the following responses and objections were fied by: (i)

United States on behalf of

the Department ofInterior, Minerals Management Service and Bureau

of

Land Management (Docket No. 126); (ii) Medema Family Trust (Docket No. 151); (iii)

Official Committee of

Unsecured Creditors (Docket No. 223); (iv) Aera Energy LLC (Docket

No. 225); (v) Union Oil Company of California (Docket No. 226); (vi) Noble Energy, Inc.
(Docket No. 228) and (vii) Cook Inlet Region, Inc. (Docket No. 296).

At a hearing on the Motion held June 3, 2009 the Debtors withdrew the Motion
with respect to all parties except the DIP Lenders and their Affiiates. A copy of

the proposed

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company the Debtors is 1 i i W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

Boulevard, Suite i 240, Long Beach, CA 90802.

revised order which reflects the modified relief requested in the motion and which has been

agreed to by the parties is attached hereto as Exhibit A. A blackline 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.

Should the Court have any questions regarding the proposed revised order, the
Debtors stand ready to respond.
Dated: June 9, 2009

PACHULSKI STANG ZIEHL & JONES LLP

a a Davis Jones (DE Bar No. 2436)

D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neill (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: liones~pszilaw.com

ikharasch~pszilaw .com
smcfarland(0pszi law .com rsaunders(0pszi law .com

ioneill~pszilaw.com kmakowski(0pszilaw.com
Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

DOCS_DE:

149054. 1

EXHIBIT A

42125-001\DOCS_DE:6375.1

In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WARE
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et at,! )

Debtors. )

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


Related to Docket No. 15

ORDER GRANTING IN PART DEBTORS' EMERGENCY MOTION FOR AUTHORITY TO PAY OR HONOR PREPETITION AND POSTPETITION OBLIGATIONS TO ROYALTY INTERESTS
Upon consideration of the motion (the "Motion,,)2 of the debtors and debtors-in-

possession (the "Debtors") for Authority to Payor Honor Pre-Petition Obligations to Royalty

Interests; and upon the Affidavit of Gerald A. Tywoniuk, Chief Financial Officer of Pacific
Energy Resources, Ltd., In Support of First Day Motions (the "Affidavit"); and notice of the
Motion having been sufficient and appropriate under the circumstances; and it appearing that the

relief requested in the Motion is essential to the ongoing operations of the Debtors, is in the best

interests of the Debtors, their estates, creditors and other parties in interest, and may be
authorized pursuant to Section 105(a) of

the Bankuptcy Code; and the Court being informed that

the Debtors have withdrawn part of the relief requested in the Motion without prejudice; and
after due deliberation and suffcient cause appearing therefor, it is hereby

i The Debtors in these cases, along with the last four digits of each of the Debtor's 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 ILL W. Ocean Boulevard, Suite l240,LongBeach,CA

90802.

2 Capitalized terms shall have the meaning ascribed to them in the Motion.

701572701v1

ORDERED that the Motion is withdrawn in part and granted in part as provided
herein; and it is further

ORDERED that the Debtors are authorized, in their discretion, to deliver to the
DIP Agents on behalf of the DIP Lenders (each as defined in the Interim Order Pursuant to 11
U.S.c. 105, 361, 362, 363, 364, 365 And 507: (1) Approving Senior Secured Superpriority

Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing

Superpriority Administrative Expense Status; (4) Granting Adequate Protection; (5) Modifying

Automatic Stay; And (6) Scheduling a Final Hearing (Docket NO. 42; Entered 3/10/2009)) the
prepetition amounts due them for their respective ORR and to honor postpetition ORRI

obligations to the DIP Agents on behalf of the DIP Lenders, provided that no proceeds of
production from the Trading Bay Unit and the Trading Bay Field shall be used to pay any
prepetition or post petition ORRI obligations unless otherwise ordered by this Court; and it is
further
ORDERED that the balance of the relief

requested in the Motion is withdrawn by

the Debtors without prejudice; and it is further

ORDERED that the Debtors are authorized and empowered to take such actions
as may be reasonably necessary to implement and effectuate this Order.

Dated:

,2009

The Honorable Kevin J. Carey

2
701572701v1

EXHIBIT B

42125-001\DOCS_DE:6375.1

In re: )

IN THE UNTED STATES BANUPTCY COURT FOR THE DISTRICT OF DELAWAR


Chapter 11

) )

PACIFIC ENERGY RESOURCES LTD., et at,! )

Debtors. )

Case No. 09-10785 (KJC) (J ointly Administered)


Related to Docket No. 15

ORDER GRATING IN PART DEBTORS' EMERGENCY MOTION FOR AUTHORITY TO PAY OR HONOR PREPETITION AND POSTPETITION OBLIGATIONS TO ROYALTY INTERESTS
Upon consideration of the motion (the "Motion")2 of the debtors and debtors-in-

possession (the "Debtors") for Authority to Payor Honor Pre-Petition Obligations to Royalty

Interests ; and upon the Affdavit of Gerald A. Tywoniuk, Chief Financial Offcer of Pacific
Energy Resources, Ltd., In Support of First Day Motions (the "Affidavit"); and notice of the
Motion having been suffcient and appropriate under the circumstances; and it appearing that the relief requested in the Motion is essential to the ongoing operations of the Debtors, is in the best

interests of the Debtors, their estates, creditors and other parties in interest, and may be
authorized pursuant to Section 105(a) of

the Bankptcy Code; and the Court heing informed that

the Dehtors have withdrawn part of the relief requested in the Motion without preiudice: and
after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED that the Motion is withdrawn in part and granted in part as provided
herein; and it is further

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

the Debtor's federal tax identification each of 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 111 w. Ocean Boulevard, Suite 1240,LongBeach,CA

90802. 2 Capitalized term shall have the meanig ascribed to them in the Motion.
68773001\ 70!S72701vl

DOCS_DE:l4149167.1

ORDERED that the Debtors are authorized, in their discretion, to deliver to the
Royalty Owners and the ORR OwnersDIP Agents on hehalfofthe DIP Lenders (each as defined

in the Interim Order Pursuant to 11 U S.C. SS 105. 361. 362 363. 364. 365 And 507: (1)
Approving Senior Secured Supei:riority Postpetition Financing: (2) Authorizing Use of Cash
Collateral: (3) Granting Liens and Providing Supei:riority Administrative Expense Status: (4)

Granting Adequate Protection: (5) Modifving Automatic Stay' And (6) Scheduling a Final

Hearing (Docket NO. 42: Entered 3/1 0/2009)) the prepetition amounts due them for their
respective Royalty and ORR and to honor postpetition obligations to Royalty Owners and ORR

OwnersORRI ohligations to the DIP Agents on hehalf of the DIP Lenders. provided that no
proceeds of

production from the Trading Bay Unit and the Trading Bay Field shall he used to pay

any pr~etition or post petition ORRI ohligations unless otherwise ordered hy this Court; and it is
further
ORDERED that the halance of the relief

requested in the Motion is withdrawn hy

the Dehtors without preiudice: and it is further

ORDERED that the Debtors are authorized and empowered to take such actions
as may be reasonably necessary to implement and effectuate this Order.

Dated:

,2009

The Honorable Kevin J. Carey

68773 001\2,
701 572701 vI i149167 1

DOCS_DE:~

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