IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWARE

Chapter 11

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

Debtors. ))

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

Related Docket No. 290

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

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER AUTHORIZING THE DEBTORS TO FILE UNDER SEAL EXHIBIT A TO THE MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMENTS THEREUNDER
On May 11, 2009, Pacific Energy Resources, et al. (the "Debtors") fied Debtors'
Motion to File under Seal Exhibit A to the Motion for an Order Approving a Key Employee

Incentive Plan and Authorizing Payments Thereunder (Docket No. 290) (the "Motion").
In response thereto the United States Trustee (the "Trustee") provided informal
comments. The Debtors have resolved the concerns of

the Trustee and have fied a notice which

makes public certain information which was redacted on the attachment to the Key Employee
Incentive Plan Motion (the "Notice")(Docket No. 374). A copy of

the Notice is attached hereto

as Exhibit A, which has been agreed to by the paries. A copy of the order fied with the Motion
is attached hereto for the convenience of the Cour as Exhibit B.
The Debtors respectfully request that the Court enter the attached form of
proposed order at its earliest convenience.

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 I I I W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of Boulevard, Suite 1240, Long Beach, CA 90802.

Should the Court have any questions regarding the proposed order, the Debtors
stand ready to respond.
Dated: June 1, 2009

PACHULSKI STANG ZIEHL & JONES LLP

avis Jones (DE Bar No. 2436)

r . Kharasch (CA Bar No.1 09084)

cotta 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, 17th Floor

P.O. Box 8705 Wilmington, DE 19899-8705

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones(fpszilaw.com

ikharasch~pszi law .com smcfarland(fpszi law .com rsaunders(fpszi law .com

i oneil~pszi law .com

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

DOCS_DE: 148867.1

EXHIBIT A

42125-001 \DOCS_DE:6375. 1

IN THE UNTED STATES BANUPTCY COURT

In re: )
By agreement with the Offce of

FOR THE DISTRICT OF DELA WAR

Chapter 11

PACIFIC ENERGY RESOURCES LTD, et al., i )

Debtors. ))

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

Related to Docket Nos. 289 and 290

Objection Deadline: May 27, 2009 at 4:00 p.m.
Hearing Date: June 3, 2009 at 1:00 p.m.

NOTICE REGARING DEBTORS' MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMNTS THEREUNDER (DOCKET NO. 289) AND DEBTORS' MOTION TO FIE UNDER SEAL EXHIBIT A TO MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIV PLAN AN AUTHORIZING PAYMNTS THEREUNDER rnOCKET NO. 2901
United States Trustee, the above-captioned debtors and

debtors in possession hereby state the following regarding Exhibit A to the Debtors' Motion for
an Order Approving Key Employee Incentive Plan and Authorizing Payments Thereunder, filed

May 11, 2009 (Docket No. 289) and in connection with the Debtors' Motion to File under Seal
Exhibit A to Motion for an Order Approving Key Employee Incentive Plan and Authorizing
Payments Thereunder, filed May 11, 2009 (Docket No. 290):
1. For Group 1, on page 4 of

Exhibit A, the name "Albrecht & Associates, Inc." had

been redacted from the following bullet point:

The Beta sales value used to determine the bonus tier wil be consistent with the value used to calculate the fee for Albrecht & Associates, Inc.

1 The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are:
Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Coip. (6249); Pacific Energy Alaska Holdings LLC (tax I.D. # not available); Cameros Acquisition Coip. (5866); Pacific Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

68773-O2\DOCS _LA:20 i 8 i 3.6

2. For Group 2, on page 6 of

Exhibit A, the name "Lazard Frres & Co. LLC" had

been redacted from the following bullet point:

The Alaska sales value used to determe the bonus tier wil be consistent with the value used to calculate the fee for Lazard Frres & Co. LLC.

Dated: June 1, 2009

PACHUSKI STANG ZIEHL & JONES LLP

Davis Jones (Bar No. 2436)

Ir . Kharasch (CA Bar No. 109084)

A an Kornfeld (CA Bar No. 130063) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 16539 i) Robert M. Saunders (CA Bar No. 226172) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400

Email: Ijones~pszj1aw.com ikharasch~pszjlaw.com akornfeld~pszjlaw.com

smcfarland~pszjlaw .com

rsaunders~pszj law .com

kmakowski~pszjlaw.com
Counsel for the Debtors and Debtors in Possession

68773-002\DOCS_ LA:20 18 13.6

EXHIBIT B

42125-001 \DOCS_DE:6375. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon the motion (the "Motion") of

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

PACIFIC ENERGY RESOURCES LTD, et al.,1 )

Debtors. )
)

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

Related Docket No. 290

ORDER GRANTING DEBTORS' MOTION TO FILE UNDER SEAL EXHIBIT A TO THE MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMENTS THEREUNDER2
the above-captioned debtors and debtors in

possession (the "Debtors") for entry of an order pursuant to section i 07 (b) of the Banptcy
Code, Bankruptcy Rule 90 18 and Local Rule 90 18-1 (b), authorizing the Debtors to fie Exhibit A

to the Incentive Plan Motion under seal; and it appearing that the relief requested is in the best

interests of the Debtors' estates, their creditors, and other paries in interest; and it appearing that
this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it
appearing that this matter is a core proceeding within the meaning of28 U.S.C. i

57(b)(2); and

it appearing that venue of these proceedings and the Motion is proper in this District pursuant to
28 U.S.C. 1408 and 1409; and notice of

the Motion and the opportunity for a hearing on the

Motion was appropriate under the particular circumstances and no other or further notice need be

1 The Debtors in these cases, along with the last four digits of each 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 address for all of the Debtors is I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA. 2 Capitalized terms not otherwise defined herein shaIl have the meanings ascribed to such terms in the Motion.

68773-002\DOCS _ LA:20 i 8 i 3.6

given; upon the record herein, after due deliberation thereon, good and sufficient cause exists for
the granting of the relief as set forth herein.

IT is HEREBY ORDERED THAT:

1. The Motion is GRANTED.
2. The Debtors are authorized to fie Exhibit A to the Incentive Plan Motion

under seaL.

3. This Court shall retain

jurisdiction with respect to all matters arising from

or related to the implementation of this Order.

Dated: June _, 2009

The Honorable Kevin 1. Carey

United States Banptcy Judge

68773-002\DOCS _LA:20 i 8 i 3.6