IN THE UNITED STATES BANUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 1 1

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

Debtors. ))

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

Related To Docket No. 195

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS
NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORSIN-POSSESSION NUNC PRO TUNC TO THE PETITION DATE

On April 14,2009, Pacific Energy Resources Ltd, et al. (the "Debtors") fied the
Debtors' Application for Order Authorizing the Employment and Retention of Meyers Norris

Penny LLP ("MNP '') as Auditors the Debtors-In-Possession Nunc Pro Tunc to the Petition Date

(Docket No. 195) (the "Application").

In response thereto, the Court and the U.S. Trustee (the "Trustee") provided
informal comments. The Debtors have resolved the concerns of

the Court 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 parties. A blackline copy of the

order showing changes from the version fied with the Application is attached hereto as Exhibit
B.

The Debtors respectfully request that the Court enter the a:ttached form of
,

proposed revised order attached hereto as Exhibit A at its earliest convenierce.

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 Coip. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Coip. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company the Debtors is 111 W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite 1240, Long Beach, CA 90802.

OOOOI-OOI\DOCS_DE: 148769. 1

Should the Court have any questions regarding the proposed revised order, the

Debtors stand ready to respond.

Dated: June 1, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Lau a Davis ones (DE ar o. 2436)

Ira . Kharasch (CA B r N . 109084)

Scotta E. McFarland (D ar 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: ljones~pszjlaw.com

ikharasch~pszjlaw.com smcfarland~pszjlaw .com

rsaunders~pszjlaw .com

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

00001 -00 1 \DOCS _DE: 148769. 1

EXHIBIT A

OOOOI-OOI\DOCS_DE: 148769. 1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 1 1
1

) )

PACIFIC ENERGY RESOURCES LTD., et at., )

Debtors. )

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

Related to Docket Nos. 195 and 355

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORS-INPOSSESSION NUNC PRO TUNC TO THE PETITION DATE
Upon the application (the "Application,,)2 of the Debtors for an order, pursuant to section
327(a) of the Bankptcy Code and Fed.R.Bank.P. 2014(a), authorizing the employment and

retention of Meyers Norris Penny LLP ("MNP") as auditors the Debtors, as more fully set forth

in the Application; and upon consideration of the Revised Affidavit of Jason Tuffs, a partner of
MNP (Docket No. 355) (the "Tuffs Affidavit"); and the Court having jurisdiction to consider the
Application and the relief

requested therein in accordance with 28 U.S.c. 157 and 1334; and

due and proper notice of the Application having been given, and it appearing that no other or
further notice need be provided; and the Court having determined that (i) MN holds no interest

adverse to the Debtors or the Debtors' estates with respect to the matters upon which it is to be

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 (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.
(5463). The mailing address for all of the Debtors is 111W.OceanBoulevard,Suite1240,LongBeach,CA

90802.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.

K&E 10924757.17
DOCS_DE: 146934.3

engaged, (ii) MN is a "disinterested person" as that term is defined under section 101(14) of

the

Bankptcy Code, as modified by section 1l07(b) of

the Bankptcy Code and that (iii) MNP's

employment is necessary and in the best interest of the Debtors' estates, their creditors and other
parties-in-interest; and after due deliberation and suffcient cause appearing therefor, it is hereby
ORDERED that the Application is granted as provided herein; and it is further

ORDERED that the Debtors' employment and retention ofMN as auditors is approved
pursuant to section 327(a) of the Bankptcy Code on the terms as requested in the Application,
the November 14, 2008 engagement letter (the "Engagement Letter") (as modified herein) and
the Tuffs Affdavit; effective as of the Petition Date; and it is further

ORDERED that MN shall apply for compensation for services rendered and
reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331

of the Bankptcy Code, applicable Federal Rules of Bankptcy Procedure, Local Bankptcy
Rules for the District of Delaware, guidelines established by the office of the United States

Trustee, and such other procedures as may be established by this Court; and it is further

ORDERED that notwithstanding any provision in the Application or the Engagement

Letter, paragraphs 10 and 11 of

the Engagement Letter are hereby deleted and it is further

ORDERED that nothing in this Order shall be deemed to affect any and all rights that the
Offcial Committee of

Unsecured Creditors or any part-in-interest may have to seek avoidance,

pursuant to Chapter 5 of the Bankptcy Code, of any prepetition payments made by the Debtors
to MNP, and all such rights are hereby expressly preserved.

2
K&E 10924757.17
DOCS_DE:146934.3

ORDERED that notwithstanding the possible applicability of Fed R.Bank. P. 6004(h),

7062,9014, or otherwise, the terms and conditions of

this Order shall be immediately effective

and enforceable upon its entr; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from or relating to the implementation of

this Order.

Dated: June _, 2009

The Honorable Kevin J. Carey
Chief

United States Bankptcy Judge

3
K&E 10924757.17
DOCS_DE:

146934.3

EXHIBIT B

00001-001 \DOCS_DE: 148769. 1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
Upon the application (the "Application,,)2 of

FOR THE DISTRICT OF DELAWAR

Chapter 1 1

) )

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

Debtors. )

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

Related to Docket NaNos. 195 and 355

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORS-INPOSSESSION NUNC PRO TUNC TO THE PETITION DATE
the Debtors for an order, pursuant to section

327(a) of the Bankptcy Code and Fed.R.Bank.P. 2014(a), authorizing the employment and

retention of Meyers Norris Penny LLP ("MN") as auditors the Debtors, as more fully set forth
in the Application; and upon consideration of the Revised Affdavit of Jason Tuffs, a partner of
MNP (Docket No 355) (the "Tuffs Affdavit"), a copy of'.vhich is attached to the Application as

Exhibit i\; and the Court having jurisdiction to consider the Application and the relief requested

therein in accordance with 28 U.S.C. 157 and 1334; and due and proper notice of the
Application having been given, and it appearing that no other or fuher notice need be provided;

and the Court having determined that (i) MN holds no interest adverse to the Debtors or the

Debtors' estates with respect to the matters upon which it is to be engaged, (ii) MN is a
"disinterested person" as that term is defined under section 101(14) of the Bankptcy Code, as
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 (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc.
(5463). The mailing address for all of the Debtors is ILL W.OceanBoulevard,Suite l240,LongBeach,CA

90802.
2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.

K&E 10924757.17

DOCS_DE:l41469343

modified by section 1l07(b) of the Bankptcy Code and that (iii) MN's employment is
necessary and in the best interest of the Debtors' estates, their creditors and other parties-in-

interest; and after due deliberation and suffcient cause appearing therefor, it is hereby

ORDERED that the Application is granted in its entiretyas provided herein; and it is
further

ORDERED that the Debtors' employment and retention ofMNP as auditors is approved

pursuant to section 327(a) of the Bankptcy Code on the terms as requested in the Application,
the November 14, 2008 engagement letter (the "Engagement Letter") (as modified herein) and
the Tuffs Affdavit; effective as of the Petition Date; and it is further

ORDERED that MN shall apply for compensation for services rendered and
reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331

of the Bankptcy Code, applicable Federal Rules of Bankptcy Procedure, Local Bankptcy
Rules for the District of Delaware, guidelines established by the office of the United States

Trustee, and such other procedures as may be established by this Court; and it is further

ORDERED, that notwithstanding any provision in the Application or the Engagement

Letter. paragraphs 10 and 11 ofthe Engagement Letter are hereby deleted and it is further

ORDERED that nothing in this Order shall be deemed to affect any and all rights that the

Official Committee of Unsecured Creditors or any part-in-interest mav have to seek avoidance

pursuant to Chapter 5 of the Bankrutcy Code of any prepetition pavments made by the Debtors
to MNP and all such rights are hereby expressly preserved.

2
K&E 10924757.17

DOCS_DE:l41469343

ORDERED that notwithstanding the possible applicability of Fed RBank. P. 6004(h),

7062, 9014, or otherwise, the terms and conditions of this Order shall be immediately effective

and enforceable upon its entr; and it is further

3
K&E 10924757.17

DOCS_DE:~i46934 3

ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from or relating to the implementation of this Order.

Dated: MaJune _, 2009

The Honorable Kevin J. Carey
Chief

United States Bankptcy Judge

4
K&E 10924757.17

DOCS_DE:l41469343

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