IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA W ARE

Chapter 11

)
)

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

Debtors. )

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

Related To Docket No.6

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ALBRECHT & ASSOCIATES, INC. AS AGENT FOR PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING, LLC NUNC PRO TUNC TO THE PETITION DATE
On March 9,2009, Pacific Energy Resources Ltd, et al. (the "Debtors") fied the
Debtors' Application Pursuant to 11 Us. C. 327(a) and 328(a) For An order Authorizing The
Employment of Albrecht & Associates, Inc., As Agent For Pacifc Energy Resources LTD, and

Pacifc Energy Alaska Operating, LLC nunc pro tunc to the Petition Date (Docket No.9) (the

"Application").
In response thereto, the Offcial Committee of

Unsecured Creditors (the

"Committee") and the U.S. Trustee (the "Trustee") provided informal comments. The Debtors
have resolved the concerns of

the Committee 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 is attached hereto as
Exhibit B.

The Debtors respectfully request that the Cour enter the attached form of
proposed revised order at its earliest convenience.
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 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.
i The Debtors in these cases, along with the last four digits of each of

68773-002\DOCS_DE: 148 I 63. I

Should the Cour have any questions regarding the proposed revised order, the
Debtors stand ready to respond.
Dated: May 13, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

aur Davis nes D

Ira . Kharasch (CA Bar

Scotta E. McFarland (DE ar 0.4184, 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 j oneil~pszj law .com kmakowski~pszjlaw.com

Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-002\DOCS_DE: 1481 63.1

EXHIBIT A

DOCS_DE:148130.1

IN THE UNITED STATES BANKUPTCY 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 to Docket No.6

ORDER GRATING APPLICATION OF DEBTORS PURSUANT TO 11 U.S.C. 327(A) AND 328(A) FOR AN ORDER AUTHORIZING THE EMPLOYMENT OF ALBRECHT & ASSOCIATES, INC. AS AGENT FOR PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING, LLC NUNC PRO TUNC TO THE PETITION DATE
This matter coming to be heard on the Debtors' Application for Order

Authorizing the Employment of Albrecht & Associates, Inc. ("Albrecht") as Agent for Pacific
Energy Resources, Ltd. and Pacific Energy Alaska Operating, LLC , Nunc Pro Tunc to the

Petition Date (the "Application,,2), fied by the Debtors, the Court having reviewed the
Application, the Commission and Agency Agreement, as amended by the Amendment to
Commission and Agency Agreement dated April

1, 2009 (the "Amendment"), between PERL

and PEAO and Albrecht (the "Agency Agreement"), and the Affdavit of

Harrison Wiliams (the

"Willams Affdavit"); the Court finding that: (a) the Court has jurisdiction over this matter
pursuant to 28 U.S.C. 1334; (b) notice ofthe Application and the hearing on the Application

was suffcient under the circumstances; (c) the Court having determined that Albrecht is a
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 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 of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 Capitalized terms not otherwise defined herein have the meanings given to them in the Application.

0000 I -00 I \DOCS _DE: 145608.2

DOCS_DE:148133.1

"disinterested person" pursuant to 101(14) of

the Bankptcy Code; and (d) the Cour having

determined that the legal and factual bases set forth in the Application and the Wiliams

Affdavit establish just cause for the relief granted herein; it is hereby
ORDERED that the Application shall be, and hereby is, GRANTED, as modified

below; and it is further

ORDERED that the Debtors are authorized to retain and employ Albrecht as the agent for PERL for the sale of the Properties at the expense of the chapter 11 estates,
pursuant to sections 327(a) and 328(a) of

the Bankptcy Code, Bankptcy Rules 2014,

2016 and 5002 and the terms set forth in the Application and the Agency Agreement, as amended by the Amendment and as further modified below (hereinafter referred to as the

Amended Agency Agreement), nunc pro tunc to the Petition Date; and it is further

ORDERED, that, subject to the following "ORDERED" paragraph ofthis Order,

\

Albrecht's fee in these cases is approved pursuant to Bankptcy Code section 328(a); and it is
further

ORDERED, that, notwithstanding anything to the contrary in this Order, the U.S.

Trustee shall retain the right and be entitled to object to the fee provided for in the Amended

Agency Agreement on the reasonableness standard under Bankptcy Code sections 330 and
331. The Debtors and Albrecht further stipulate and agree that this Order and the record relating
to the Court's consideration of

the Application shall not prejudice or otherwise affect the rights

ofthe U.S. Trustee to challenge the reasonableness of Albrecht's compensation under

Bankptcy Code sections 330 and 331. Accordingly, nothing in this Order or the record shall

2
0000 I -00 I \DOCS_DE: 145608.2
DOCS_DE:

148133.1

constitute a finding of

fact or conclusion oflaw binding on the U.S. Trustee, on appeal or

otherwise, with respect to the reasonableness of Albrecht's compensation; and it is further

ORDERED that Albrecht shall be excused from maintaining time records in
connection with the services to be rendered pursuant to the Amended Agency Agreement.
Nonetheless, Albrecht wil keep records in summary form of

its activities in connection with

such services; and it is further

ORDERED that the Indemnity is approved, subject to the following
modifications, notwithstanding the Application or the Amended Agency Agreement:
a. Albrecht shall not be entitled to indemnification, contribution or

reimbursement pursuant to the Amended Agency Agreement for services other than those described in the Amended Agency Agreement, unless such services and indemnification therefore are approved by the Court;
b. The Debtors shall have no obligation to indemnify Albrecht, or

provide contribution or reimbursement to Albrecht, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Albrecht's bad faith, selfdealing, breach of fiduciary duty (if any), wilful misconduct or gross negligence; (ii) for a contractual dispute in which the Debtors allege the breach of Albrecht's contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 judicial determination as to the (3d Cir. 2003); or (iii) settled prior to a exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing to be a claim or expense for which Albrecht should not receive indemnity, contribution or reimbursement under the terms of the Amended Agency Agreement as modified by this Order; and
c. If, before the earlier of (i) the entr of an order confirming a

chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing these chapter 11 cases, Albrecht believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations under the Amended Agency Agreement (as modified by this Order), including without limitation the advancement of defense costs, Albrecht must fie an application therefore in this Court, and the Debtors may not pay any
3
0000 1-00 DOCS_DE:

I\DOCS_DE: 145608.2 148133.1

such amounts to Albrecht before the entr of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Albrecht for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify Albrecht. All parties in interest shall retain the right to object to any demand by Albrecht for indemnification, contribution or reimbursement;
and it is further

ORDERED that notwithstanding any limitation ofliability provision or provisions

in the Amended Agency Agreement, or any agreements incorporated by reference therein, the Amended Agency Agreement, shall be modified hereby to delete such provision or provisions from the Amended Agency Agreement; and it is further
ORDERED that in the event of Albrecht's termination by the Debtors due to
Albrecht's bad faith, self-dealing, breach of

fiduciary duty, if any, gross negligence or wilful

misconduct, no fee wil be payable pursuant to any Sale Transaction executed following such
termination; and it is further
ORDERED that notwithstanding anything to the contrary in the Agency

Agreement, the amended language contained in Paragraph 1 of the Amendment is hereby

amended and replaced in its entirety with the following:

"Furthermore, if a bona-fide third-part offer, bid or proposal with respect to a

Sale Transaction (as defined in Paragraph 1 of

the Amendment) is received and Sellers

ultimately enter into an Existing Stakeholders Deal, such transaction shall be deemed to be a sale
and Albrecht shall be paid its Fee, as that term is defined is section 4 of

the Agreement, on

consummation thereof."; and it is further

4
0000 I -00 I \DOCS_DE: 145608.2

DOCS_DE:148133.1

ORDERED that the Committee and the DIP Lenders shall have the ability, prior

to the payment of any Fee pursuant to the immediately preceding "ORDERED" paragraph, to

objet to the determination that a third-part offer is "bona-fide" and nothing contained in this
Order shall be deemed to waive such right to object; and it is further
ORDERED that nothing in this Order shall be deemed to affect any and all rights

that the Committee 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 Albrecht, and all such
rights are hereby expressly preserved; and it is further
ORDERED that Paragraph 10 of

the Agency Agreement is modified to provide

that Albrecht, at the direction of the Debtors, can provide reasonable access to information
related to the sale process to the Debtors' lenders; and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all

matters arising from or related to the implementation ofthis Order.

Dated: May _, 2009

The Honorable Kevin J. Carey

Chief

United States Bankptcy Judge

5
00001-001\DOCS_DE: 145608.2 DOCS_DE: 148133.1

EXHIBIT B

DOCS_DE: 148130. I

IN THE UNITED STATES BANKUPTCY COURT

'FTr ~ lrVT T~.:~ ~~~~Ji~~~~~i

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 to Docket No.

ORDER GRANTING APPLICATION OF DEBTORS PURSUANT TO 11 U.S.C. 327(A) AN 328(A) FOR AN ORDER AUTHORIZING THE EMPLOYMENT OF ALBRECHT & ASSOCIATES, INC. AS AGENT FOR PACIFIC ENERGY RESOURCES LTD. AND PACIFIC ENERGY ALASKA OPERATING, LLC NUNC PRO TUNC TO THE PETITION DATE
This matter coming to be heard on the Debtors' Application for Order

Authorizing the Employment of Albrecht & Associates, Inc. ("Albrecht") as Agent for Pacific
Energy Resources, Ltd. and Pacific Energy Alaska Operating, LLC , Nunc Pro Tunc to the

Petition Date (the "Application,,2), fied by the Debtors, the Court having reviewed the
Application, the Commission and Agency Agreement, as amended by the Amendment to
Commission and Agency Agreement dated April

1, 2009 (the "Amendment"), between PERL

and PEAO and Albrecht (the "Agency Agreement"), and the Affdavit of

Harrison Wiliams (the

"Wiliams Affdavit"); the Court finding that: (a) the Court has jurisdiction over this matter
pursuant to 28 U.S.C. 1334; (b) notice of

the Application and the hearing on the Application

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 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
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalized terms not otherwise defined herein have the meanings given to them in the Application.

0000 I -00 I \DOCS_DE: 145608.2

DOCS_LA:~20i580 6

was sufficient under the circumstances; (c) the Court having determined that Albrecht is a
"disinterested person" pursuant to 101(14) of

the Bankptcy Code; and (d) the Court having

determined that the legal and factual bases set forth in the Application and the Wiliams

Affdavit establish just cause for the relief granted herein; it is hereby
ORDERED that the Application shall be, and hereby is, GRANTED, as modified

below; and it is further

ORDERED that the Debtors are authorized to retain and employ Albrecht as the

agent for PERL for the sale of the Properties at the expense of the chapter 11 estates,
pursuant to sections 327(a) and 328(a) of

the Bankptcy Code, Bankptcy Rules 2014,

2016 and 5002 and the terms set forth in the Application and the Agency Agreement, as amended by the Amendment and as further modified below (hereinafter referred to as the

Amended Agency Agreement), nunc pro tunc to the Petition Date; and it is further
ORDERED, that, subject to the following "ORDERED" paragraph of

this Order,

Albrecht's fee in these cases is approved pursuant to Bankptcy Code section 328(a); and it is
further
ORDERED, that, notwithstanding anything to the contrary in this Order, the u.s.

Trustee shall retain the right and be entitled to object to the fee provided for in the Amended

Agency Agreement on the reasonableness standard under Bankptcy Code sections 330 and
331. The Debtors and Albrecht further stipulate and agree that this Order and the record relating
to the Court's consideration of

the Application shall not prejudice or otherwise affect the rights

of

the u.s. Trustee to challenge the reasonableness of Albrecht's compensation under

Bankptcy Code sections 330 and 331. Accordingly, nothing in this Order or the record shall
2
0000 I -00 I \DOCS _DE: 145608.2

DOCS_LA:~201580 6

constitute a finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of Albrecht's compensation; and it is further
ORDERED that Albrecht shall be excused from maintaining time records in
connection with the services to be rendered pursuant to the Amended Agency Agreement.
Nonetheless, Albrecht wil keep records in summary form of

its activities in connection with

such services; and it is further

ORDERED that the Indemnity is approved, subject to the following

modifications, notwithstanding the Application or the Amended Agency Agreement:
a. Albrecht shall not be entitled to indemnification, contribution or

reimbursement pursuant to the Amended Agency Agreement for services other than those described in the Amended Agency Agreement, unless such services and indemnification therefore are approved by the Court;
b. The Debtors shall have no obligation to indemnify Albrecht, or

provide contribution or reimbursement to Albrecht, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Albrecht's bad faith, selfdealing, breach of fiduciary duty (if any), wilful misconduct or gross negligence; (ii) for a contractual dispute in which the Debtors allege the breach of Albrecht's contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be
permissible pursuant to In re United Artists Theatre Co., 315 F .3d 217

(3d Cir. 2003); or (iii) settled prior to ajudicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing to be a claim or expense for which Albrecht should not receive indemnity, contribution or reimbursement under the terms of the Amended Agency Agreement as modified by this Order; and
c. If, before the earlier of (i) the entr of an order confirming a

chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing these chapter 11 cases, Albrecht believes that it is. entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution and/or reimbursement obligations under the Amended Agency Agreement (as modified by this Order), including without limitation the advancement of defense costs, Albrecht must fie an application therefore in this Court, and the Debtors may not pay any
3
0000 I -00 I \DOCS_DE: 145608.2

DOCS_LA:;U~20i580 6

such amounts to Albrecht before the entr of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Cour shall have jurisdiction over any request for fees and expenses by Albrecht for indemnification, contribution or reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify Albrecht. All parties in interest shall retain the right to object to any demand by Albrecht for indemnification, contrbution or reimbursement;
and it is further

ORDERED that notwithstanding any limitation of liability provision or provisions

in the Amended Agency Agreement, or any agreements incorporated by reference therein, the Amended Agency Agreement, shall be modified hereby to delete such provision or provisions

from the Amended Agency Agreement; and it is further

ORDERED that in the event of Albrecht's termination by the Debtors due to
Albrecht's bad faith, self-dealing, breach of

fiduciary duty, if any, gross negligence or wilful

misconduct, no fee wil be payable pursuant to any Sale Transaction executed following such
termination; and it is further
ORDERED that notwithstanding anything to the contrary in the Agency

Agreement, the amended language contained in Paragraph 1 of the Amendment is hereby

amended and replaced in its entirety with the following:

"Furthermore, if a bona-fide third-part offer, bid or proposal with respect to a

Sale Transaction (as defined in Paragraph 1 ofthe Amendment) is received and Sellers
ultimately enter into an Existing Stakeholders Deal, such transaction shall be deemed to be a sale

and Albrecht shall be paid its Fee, as that term is defined is section 4 ofthe Agreement, on
consummation thereof."; and it is further

4
0000 I -00 I \DOCS _DE: 145608.2

DOCS_LA:~B20i580 6

ORDERED that the Committee and the DIP Lenders shall have the ability. Drior
to the Davment of anv Fee Dursuant to the immediatelv orecedinl! "ORDERED" Daral!raDh. to

obiet to the determination that a third-Dart offer is "bona-fide" and nothinl! contained in this
Order shall be deemed to waive such ril!ht to obiect: and it is further

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

that the Committee 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 Albrecht, and all such
rights are hereby expressly preserved; and it is further
ORDERED that Paragraph 10 of

the Agency Agreement is modified to provide

that Albrecht, at the direction of the Debtors, can provide reasonable access to information related to the sale process to the Debtors' lenders; and it is further
ORDERED that this Court shall retain

jurisdiction to hear and determine all

matters arising from or related to the implementation ofthis Order.

Dated:

,2009 United States Bankptcy Judge

5
0000 I -00 I \DOCS_DE: 145608.2

DOCS_LA:~201580 6

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