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. 998 and 1014] CIRIS CONDITIONAL NON-OPPOSITION TO DEBTORS MOTION TO VACATE ABANDONMENT ORDER AND NOTICE TO COUNTERPARTIES OF CURE AMOUNTS Cook Inlet Region, Inc. (CIRI) hereby files this conditional non-opposition to the Debtors Motion for an Order: (A) Vacating this Courts Abandonment Order in Part for Certain Alaska Assets and (B) Authorizing the Debtors to Sell such Assets to Cook Inlet Energy, LLC, filed at docket number 998 (the Motion) and the Amended Notice to Counterparties to Executory Contracts and Unexpired Leases that may be assumed and Assigned, filed at docket number 1014 (the Cure Notice). A. Sale to Cook Inlet Energy, LLC CIRI supports the Debtors Motion to vacate the earlier order authorizing abandonment of the Alaska assets in which CIRI holds an interest, and further believes that a sale to Cook Inlet Energy, LLC (CIE) is in the best interests of the affected parties, including CIRI. Retaining the assets, and all related contracts, leases and Case No. 09-10785 (KJC) (Jointly Administered)

easements, as a cohesive package enhances their value and avoids a chaotic situation, such as the chaos the parties had begun grappling with since abandonment a month ago. CIRI has reached agreement with CIE resolving the cure and adequate assurance issues with respect to both the pipeline easements and the federal gas lease. Copies of

those agreements are attached as Exhibits A and B.1 Conditioned on the terms set forth therein being a part of the sale terms, CIRI does not object to the proposed sale to CIE. To the extent competing buyers enter the picture, CIRI requires, at a minimum, that any competing buyer accept CIRIs conditions to assumption and assignment of the various contracts in which it has an interest. B. Cure Amounts Due CIRI The debtors have listed the following cure amounts due CIRI in its Cure Notice: Lease/Easement Federal Lease A-035017: West Foreland General Agreement: Kustatan to Trading Bay Subsurface Easements Total $539,8612 Prepetition $36,064 Postpetition $3,797

$8,483.63

$8,483.63

$0

$23,992

$23,992

$0

CIRI is unable to verify these amounts, as it has not received production reports for any months subsequent to April, 2009, despite repeated requests. The federal lease minimum annual base rent is $803, subject to an upward adjustment for gas production royalty payments that exceed that amount. The West Foreland minimum base rent is $8,484.63, subject to an upward adjustment for any oil or gas production throughput fees that exceed that amount. The Kustatan to Trading Bay Easement base rent is a fixed amount of $23,992, not subject to any adjustment for throughput fees.

Salamatof has signed the easement agreement; BLM has not accepted the federal gas lease agreement but is in the process of providing comments. 2 The Cure Notice indicates that this total includes the BLM and $500,000 in escrowed funds.

Based upon the minimum rent amounts due under the federal lease and easements, and the production reports received from the debtors, CIRI was due the following amounts as of April 30, 2009: Lease/Easement Federal Lease A-035017: West Foreland General Agreement: Kustatan to Trading Bay Subsurface Easements Total $47,589 Prepetition $47,589 Postpetition $0

$7,367

$5,074

$2,293

$23,992

$23,992

$0

Until all production reports for the period of May, 2009 through the date of any sale closing are received, CIRI cannot verify the proper cure amounts due under the federal lease and easements. The actual cure amounts will have to be calculated and paid prior to the closing of a sale to CIE or any other party. Dated: October 27, 2009 DORSEY & WHITNEY LLP By: /s/ Michael R. Mills Michael R. Mills, Esq. (Admitted Pro Hac Vice) DORSEY & WHITNEY LLP 1031 West Fourth Avenue 600 Anchorage, AK 99501-5907 and 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 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, Michael R. Mills, hereby certify that on the 27th of October, 2009, that COOK INLET REGION, INC.S CONDITIONAL NON-OPPOSITION TO DEBTORS MOTION TO VACATE ABANDONMENT ORDER AND NOTICE TO COUNTERPARTIES OF CURE AMOUNTS, was served upon the parties on the attached service list in the manner indicated thereon.

Dated: October 27, 2009

DORSEY & WHITNEY LLP

By: /s/ Michael R. Mills Michael R. Mills, Esq. (Admitted Pro Hac Vice) DORSEY & WHITNEY LLP 1031 West Fourth Avenue 600 Anchorage, AK 99501-5907 and 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 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