IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 11

) )

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

Debtors. )

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

Related Docket No. 622

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER AMENDING ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SCHULL Y, ROBERTS, SLATTERY & MARINO,PLC LLP AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE
On July 17,2009, Pacific Energy Resources, et at. (the "Debtors") fied the
Motion For Order Amending Order Authorizing the Employment and Retention ofSchully,
Roberts, Slattery & Marino, PLC as Special Oil and Gas and Transactional Counsel

for the

Debtors and Debtors in Possession nunc pro tunc to the Petiton Date (Docket No. 622) (the
"Application").
In response thereto, the U.S. Trustee (the "Trustee") provided informal comments.
The Debtors have resolved the concerns of

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. A
blackline copy 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.

1 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 I.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 ofthe Debtors is i 11 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Should the Court have any questions regarding the proposed revised order, the Debtors stand ready to respond.
Dated: August 4, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Lau a Davis nes (DE Bar o. 36)

Ira D. Kharasc (CA Bar o. 109 4)

Scotta E. McFarland (D Bar No. 184, CA Bar No. 165391) Robert M. Saunders (CA' Bar No. 26172) James E. O'Neil (DE Bar 42)

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(ipszjlaw.com

ikharasch(ipszjlaw.com
smcfarland(ipszj law .com

rsaunders(ipszjlaw.com j oneil(ipszj law .com

kmakowski(ipszj law .com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS DE:146841.

EXHIBIT A

00001 -002\DOCS _DE: i 37773. i

IN THE UNITED STATES BANKUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

)
)

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

Debtors. )

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

Related to Docket No. 622

ORDER AMENDING ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SCHULLY, ROBERTS, SLATTERY & MARINO PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Upon the Motion of Debtors for an Order Amending the Order Authorizing the
Employment and Retention of Schully, Roberts, Slattery & Marino PLC as Special Oil and Gas

and Transactional Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the

Petition Date (the "Motion") of the above-captioned debtors and debtors in possession (the
"Debtors"), seeking clarification that the retention of Schully, Roberts, Slattery & Marino
PLC ("SRSM") is as special oil and gas and transactional counsel for the Debtors under 28 U.S.c.

327(e); and it appearing that the Court has jurisdiction to consider the Motion; and it
appearing that due notice of the Motion has been given and no further notice need be given;
and upon the proceedings before the Court; and after due deliberation and good and suffcient
cause appearing; it is

ORDERED that the Motion is granted as set forth below; and it is further

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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
doc

#205234 v2 - proposed order re amendment to the em.

DOCS _ LA:205234.2

ORDERED that the Order Authorizing the Employment and Retention of Schully,
Roberts, Slattery & Marino PLC as Special Oil and Gas and Transactional Counsel for the
Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date entered by this Court
on April 16, 2009 (the "Original Order") (Docket No. 2002) is hereby amended to reflect that

the employment of Schully, Roberts, Slattery & Marion PLC ("Schully") is pursuant to 11
U.S.C. 327(e) rather than 11 U.S.C. 327(a); and it is further

ORDERED that Schully shall waive all prepetition amounts due it over and above the
amount of the $100,000 prepetition retainer it holds from the Debtors; and it is further
ORDERED that all other provisions in the Original Order shall remain unchanged and in

full force; and it is further

ORDERED that this Court shall retain jurisdiction of

this Order and the Original Order

with respect to all matters arising from or related to the implementation thereof.
Dated:

.2009

The Honorable Kevin J. Carey Chief United States Bankptcy Judge

#205234 v2 - proposed order re amendment to the em.

doc

DOCS _ LA:205234.2

EXHIBIT B

00001 -002\DOCS _DE: 13 7773 i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 11

) )

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

Debtors. )

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

Related to Docket No.

ORDER AMENDING ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SCHULLY, ROBERTS, SLATTERY & MARINO PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Upon the Motion of Debtors for an Order Amending the Order Authorizing the
Employment and Retention of Schully, Roberts, Slattery & Marino PLC as Special Oil and Gas

and Transactional Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the

Petition Date (the "Motion") of the above-captioned debtors and debtors in possession (the
"Debtors"), seeking clarification that the retention of Schully, Roberts, Slattery & Marino

PLC ("SRSM") is as special oil and gas and transactional counsel for the Debtors under 28
U.S.c. 327(e); and it appearing that the Court has jurisdiction to consider the Motion; and it

appearing that due notice of the Motion has been given and no further notice need be given;
and upon the proceedings before the Court; and after due deliberation and good and suffcient
cause appearing; it is

ORDERED that the Motion is granted as set forth below; and it is further

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 the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailing address for all of
#205228 vI - order amending order employing srsm
DOCS _ LA:l(~~2.!.2J4.2

ORDERED that the Order Authorizing the Employment and Retention of Schully,
Roberts, Slattery & Marino PLC as Special Oil and Gas and Transactional Counsel for the
Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date entered by this Court
on April 16, 2009 (the "Original Order") (Docket No. 2002) is hereby amended to reflect that .

the employment of Schully, Roberts, Slattery & Marion PLC ("Schullv") is pursuant to 11
U.S.C. 327(e) rather than 11 U.S.C. 327(a); and it is further

ORDERED that Schullv shall waive all nreDetition amounts due it over and above the
amount of the $100.000 preDetition retainer it holds from the Debtors: and it is further

ORDERED that all other provisions in the Original Order shall remain unchanged and in

full force; and it is further

ORDERED that this Court shall retain jurisdiction of

this Order and the Original Order

with respect to all matters arising from or related to the implementation thereof.
Dated:

.2009

The Honorable Kevin J. Carey Chief United States Bankptcy Judge

#205228 vI - order amending order employing srsm

DOCS _ LA:l(*~2-2iL1-205234.2

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