IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: Chapter 11 PACIFIC ENERGY RESOURCES LTD.

et al., Debtors. [Re: Docket Nos. 545 and 734] CIRI CONDITIONAL NON-OPPOSITION TO SALE OF GROUP 2 ASSETS TO OCAR ENERGY, LLC Cook Inlet Region, Inc. (CIRI) by its undersigned counsel, hereby files its Conditional Non-Opposition to Sale of Group 2 Assets to Ocar Energy, LLC (Ocar) as set forth in the Debtors Motion For An Order (1) Approving Sale Of Debtors Alaska Assets Free And Clear Of All Liens, Claims, Encumbrances And Other Interests Pursuant To Sections 363(B), (F) And (M) Of The Bankruptcy Code; (I) Assuming And Assigning Certain Executory Contracts And Unexpired Leases; And (II) Granting Related Relief (the Sale Motion) (Docket No. 545), and the Notice of Filing of Purchase and Sale Agreements for Group 2 Assets with Ocar Energy LLC (the Notice of Sale) (Docket No.734). In support thereof, CIRI respectfully represents as follows: 1. CIRI does not oppose the sale of the Group 2 assets to Ocar to the extent the Case No. 09-10785 (KJC) (Jointly Administered)

sale in no way impacts either CIRIs gas royalties or pipeline easements. While it does not appear from the face of the pleadings and agreement submitted by the Debtors in the Sale Motion or the Notice of Sale related to the Group 2 asset sale that the sale directly or indirectly implicates CIRI property rights, CIRI has received contrary information from

Debtor representatives in the past and wants to preserve its rights under its contracts, the Bankruptcy Code, and statutory authority should there be any such impact determined as the details of the Group 2 sale are more clearly understood. 2. As described in the Purchase and Sale Agreement with Ocar, just filed at 7:43

p.m. EST time last night, the Alaska Interests being sold to Ocar do not include either CIRIs Federal Lease (under which PEAO purchases gas) or the West Forelands and Kustatan Pipeline Easements that allow for approximately 17 miles of pipeline to cross CIRI subsurface property (and Salamatof Native Corporation surface land). However, it is CIRIs understanding, as stated by Debtor representatives in recent discussions, that the operation of the Group 2 assets requires electricity produced by the Kustatan power plant, which is a Group 1 asset. The Kustatan power plant is fired by gas produced from the CIRI Federal Lease and transported through the pipeline that crosses CIRI/Salamatof lands. Thus, if this is true, the CIRI Federal Lease and the West Forelands and Kustatan Pipeline Easements must be assumed and assigned in order for the Group 2 assets to be operated. 3. CIRI has previously filed an opposition (docket no. 641) to Debtors

Abandonment Motion (docket no. 456) as well as an opposition (docket no. 638) and supplemental opposition (docket no. 699) to Debtors Sale Motion (docket no. 545). CIRI hereby incorporates the arguments and conditions set forth in docket nos. 638, 641, and 699 to preserve its right to similarly oppose the sale of Group 2 assets if it proves true that the sale impacts CIRI property. CIRI also reserves its right to supplement the incorporated oppositions as facts related to the sale of Group 2 assets are better

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understood subsequent to the August 12, 2009 hearing prior to closing of the Group 2 asset sale. Conclusion 4. To the extent the foregoing conditions are met, including preservation and

recognition of CIRIs royalty interests, CIRI does not object to the Sale Motion.

Dated: August 12, 2009

DORSEY & WHITNEY (DELAWARE) LLP By: /s/ Robert W. Mallard Eric Lopez Schnabel, Esq. (DE # 3672) Robert W. Mallard, Esq. (DE # 4279) 1105 N. Market Street, Suite 1600 Wilmington, DE 19801 Tel: (302) 425-7171 Fax: (302) 425-7177 and Michael R. Mills, Esq. (Admitted Pro Hac Vice) DORSEY & WHITNEY LLP 1031 West Fourth Avenue 600 Anchorage, AK 99501-5907 Counsel for Cook Inlet Region, Inc.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ______________________________________ In re: ) Chapter 11 ) PACIFIC ENERGY RESOURCES LTD., et al., ) Case No. 09-10785 (KJC) ) Debtors. ) (Jointly Administered) ) _____________________________________ ) ) CERTIFICATE OF SERVICE I, Robert W. Mallard, Esq., hereby certify that on the 12th of August, 2009, that Cook Inlet Regionss Conditional Non-Opposition to Sale of Group 2 Assets to Ocar Energy, LLC, was served upon the parties on the attached service list in the manner indicated thereon.

Dated: August 12, 2009

DORSEY & WHITNEY (DELAWARE) LLP /s/ Robert W. Mallard Robert W. Mallard (DE Bar No. 4279) 1105 North Market Street (16th Floor) Wilmington, Delaware 19801 Counsel for Cook Inlet Region, Inc.

Service List Pacific Energy Alaska Operating LLC Attn: Gerald A. Tywoniuk, CFO 111 W. Ocean Boulevard, Suite 1240 Long Beach, CA gtywoniuk@pacenergy.com Via E-Mail Zolfo Cooper LLC Attn: Scott W. Winn Mark A. Cervi 1166 Avenue of the Americas 24th Floor New York, NY swinn@zolfocooper.com mcervi@zolfocooper.com Via E-mail Lazard Freres & Co., LLC Attn: Robert L. Lynd 600 Travis, Suite 2300 Houston, TX 77002 robert.lynd@lazard.com Via E-mail Ira D. Kharasch Robert M. Saunders Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd, 11th Floor Los Angeles, CA 90067-4100 ikharasch@pszjlaw.com rsaunders@pszjlaw.com Via E-mail James E. O'Neill Pachulski Stang Ziehl & Jones LLP 919 N. Market Street 17th Floor Wilmington, DE 19801 Via Hand Delivery Rutan & Tucker, LLP Attn: Gregg Amber Garett Sleichter 611 Anton Blvd., 14th Floor Costa Mesa, CA 92626 gamber@rutan.com gsleichter@rutan.com Via E-mail Schully, Roberts, Slattery & Marino, PLC Attn: Anthony C. Marino 1100 Pydras Street, Suite 1800 New Orleans, LA 70163 amarino@schullyroberts.com Via E-mail Steptoe & Johnson Attn: Fil Agusti 1330 Connecticut Ave., N.W. Washington, DC 20036 fagusti@steptoe.com Via E-mail Bingham McCutchen LLP Attn: Jeffrey S. Sabin 399 Park Avenue New York, NY 10022 jeffrey.sabin@bingham.com Via E-mail Skadden, Arps, Slate, Meagher & Flom LLP Attn: Seth E. Jacobson 333 West Wacker Drive Chicago, IL 60606 seth.jacobson@skadden.com Via E-mail Philip M. Abelson Dewey & LeBoeuf 1301 Avenue of the Americas New York, NY 10019-6092 pabelson@dl.com Via E-Mail