IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.

, Debtors. )
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

Related To Docket No. 1713

) )
)

CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF The undersigned hereby certifies that: On July 21, 2010, the above-captioned debtors and debtors in possession (collectively, the "Debtors") filed the Motion for an Order (I) Approving the Disclosure Statement; (II) Scheduling Confirmation Hearing; (III) Approving Form and Manner of Notice of Confirmation Hearing; (IV) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the Joint Plan, Including (A) Approving Form and Contents of Solicitation Package; (B) Establishing Record Date and Approving Procedures for Distribution of Solicitation Packages; (C) Approving Forms of Ballots; (D) Establishing Voting Deadline for Receipt of Ballots and (E) Approving Procedures for Vote Tabulations; (V) Establishing

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); 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.

68773-002\D005_SF:737 19.1

Deadline and Procedures for Filing Objections to Confirmation of the Plan; and (VI) Granting Related Relief [Docket No. 17131 (the "Motion"). 2. The deadline to respond to the Motion and the Debtors proposed

Disclosure Statement was August 18, 2010 (the "Objection Deadline"), and further extensions were provided to certain parties in interest. A hearing on the Motion was scheduled for August 24, 2010 at 1:00 p.m. (the "Hearing"). On or before the Objection Deadline, as extended for certain parties, the Debtors received objections and informal comments from certain parties in interest and made revisions to the proposed Disclosure Statement. At the hearing, it was agreed that Union Oil Company of California would be permitted to propose additional language for the Disclosure Statement. The Debtors have now incorporated such language in the Disclosure Statement, which has been filed concurrently herewith. The Debtors have also revised the proposed form of order (the "Revised Order") on the Motion incorporating various dates and approving the Disclosure Statement, as amended. The Debtors have provided a copy of the Revised Order to parties in interest and are not aware of any objections thereto. 4. A copy of the Revised Order is attached hereto as Exhibit A. A blackline

copy of the order showing changes from the version filed with the Motion is attached hereto as Exhibit B. 5. The Debtors respectfully request that the Court enter the attached form of

Revised Order attached hereto as Exhibit A at its earliest convenience. Should the Court have any questions regarding the proposed revised order, the Debtors stand ready to respond.

68773-002DOCS_SF:73719. 1

Dated: August 27, 2010

PACHULSKI STANG ZIEHL & JONES LLP

frJIi. Khasch (CA Bar No. 0 o. 042) Janies E. ONeill (DE B arNo. 15852) Maxim B.Litvak(C o. 4184) Scotta E. McFarland Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharaschpszjlaw.com joneillpszjlaw.com mlitvak@pszjlaw.com smcfarland@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession

68773-002\DOCS_SF:73719.1

EXHIBIT A

68773-002\DOCS_SF:737 19.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtor.

) Chapter 11
)

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

)

Related to Docket No. 1713

ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (0) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF This matter coming before the Court on the Disclosure Statement in Respect of First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. (including all exhibits thereto and as amended, modified or supplemented, the "Disclosure Statement"), in substantially the form described at the hearing on August 24, 2010 (the "Hearing"), and the Debtors Motion for an Order (i) Approving the Disclosure Statement (ii) Scheduling the Confirmation Hearing; (iii) Approving Form and Manner of Notice of Confirmation Hearing; (iv) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the

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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS_SF:737 17.2

Joint Plan, Including (a) Approving the Form and Contents of the Solicitation Package; (b) Establishing Record Date and Approving Procedures for Distributing Solicitation Packages, (c) Approving the Forms of Ballots; (d) Establishing Voting Deadline for Receipt of Ballots; and (e) Approving Procedures for Vote Tabulations; (v) Establishing the Deadline and Procedures for Filing Objections to Confirmation of the Plan, and (vi) Granting Related Relief (the "Motion") filed by the above-captioned debtors and debtors in possession (collectively, the "Debtors"); and after considering objections to the Motion, if any; and upon the record and after due deliberation thereon; and the Court finding that proper and adequate notice of the Hearing on approval of the Disclosure Statement and of the Motion has been given to all parties in interest, and no other or further notice or hearing being necessary; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY FOUND, ORDERED AND ADJUDGED as follows: 3 The Motion is GRANTED as provided herein. Approval of Disclosure Statement 2. The Disclosure Statement contains "adequate information" within the meaning of

section 1125 of the Bankruptcy Code regarding the First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. (including all exhibits thereto and as amended, modified or supplemented, the "Plan"), in substantially the form described at the Hearing. Therefore, the Disclosure Statement is approved pursuant to 11 U.S.C. 1125(b) and Fed. R. Bankr. P. 3017(b).

Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Motion.

Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. Fed. R. Bank. P. 7052.

68773-002\D005SF:7371 7.2

All objections to the adequacy of the Disclosure Statement, if any, are, to the extent not withdrawn or consensually resolved as set forth herein or on the record at the Hearing, OVERRULED in their entirety. Confirmation Hearing 4. The hearing to consider confirmation of the Plan shall commence on October 12,

2010 at 1:00 p.m. (prevailing Eastern time) (the "Confirmation Hearing"). The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, all without further notice to parties in interest, and the Plan may be modified, if necessary, pursuant to section 1127 of the Bankruptcy Code, prior to, during, or as a result of, the Confirmation Hearing, without further notice to interested parties. Approval of Solicitation Packages The Debtors shall transmit, or cause to be transmitted, the Solicitation Packages, no later than September 1, 2010 by first class, United States mail (or by international courier if the addresses are not located in the United States), to (a) holders of Class 3 through 6 claims, the only classes entitled to vote on the Plan (collectively, the "Voting Classes"), (b) the Securities & Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; and (d) those parties that have requested service under Fed. R. Bankr. P. 2002. 5. To avoid duplication and reduce expenses, the Debtors shall serve only one

Solicitation Package to each creditor who has more than one claim, but shall include the appropriate Ballots for each class of claim. 6. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a

Solicitation Package to the Non-Voting Classes. The Debtors shall transmit or cause to be transmitted no later than September 1, 2010, by first class, United States mail (or by

68773-002\DOCSSF:737 17.2

international courier if the addresses are not located in the United States), to each holder of a claim or interest in the Non-Voting Classes, at its address to which notices are required to be sent pursuant to Bankruptcy Rule 2002(g), a notice substantially in the form attached to the Motion as Exhibit C (the "Non-Voting Class Notice"), which sets forth: (i) the Non-Voting Classes; (ii) a summary of the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the deadline and procedures for filing objections to the Plan. The Non-Voting Class Notice will indicate that Accepting Non-Voting Classes are entitled to receive a copy of the Plan and Disclosure Statement, in electronic format unless specifically requested otherwise, at the expense of the Debtors upon request. The Non-Voting Class Notice shall be deemed a summary of the Plan for purposes of compliance with Bankruptcy Rule 3017(d). Approval of Form and Manner of Notice of the Confirmation Hearing 7. The Confirmation Hearing Notice, in substantially the form attached to the

Motion, is approved. As set forth above, the Confirmation Hearing Notice shall be included as part of the Solicitation Package and sent via regular mail to all creditors and parties in interest entitled to vote on the Plan. Record Date and Approval of Procedures for Distribution of Solicitation Packages 8. August 10. 2010 shall be the record date (the "Record Date") for purposes of

determining which parties are entitled to receive the Solicitation Packages or the Non-Voting Class Notice and, where applicable, vote on the Plan. 9. Omni Management Group, LLC ("Omni" or "Solicitation Agent") shall serve the

Solicitation Package and notices regarding the Confirmation Hearing, inspect, monitor and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting.

68773-002\DOCS_SF:7371 7.2

10.

The Solicitation Agent shall transmit, via First-Class U.S. Mail, the Solicitation

Package to each holder of Class 3 through 6 Claims. Each holder of an Allowed Claim in Classes 3 through 6, in order for its Ballot to be counted, must return a properly executed Ballot so that it is actually received by the Solicitation Agent prior to the Voting Deadline. 11. The Debtors and/or the Solicitation Agent, as applicable, are permitted to

dispense with the mailing of Solicitation Packages or Non-Voting Class Notices to addresses and entities to which the notice of the Disclosure Statement hearing was returned by the United States Postal Service. The Debtors and/or the Solicitation Agent are further relieved of any obligation to attempt to locate the correct address and resend prior to the Voting Deadline the Solicitation Packages or the Non-Voting Class Notice that are returned as undeliverable. 12. In cases where a party has executed a Ballot in accordance with the terms of this

Order, and has indicated corrections or updates to the mailing address used in the service of the Solicitation Package, either physically on the face of the Ballot or otherwise separately enclosed with the Ballot, the corrected or updated mailing address shall be used to reflect the mailing address of the creditor on the official docket of Claims against the Debtors. Approval of Forms of Ballots 13. The Ballots, substantially in the form attached to the Motion, are approved. Deadline for Receipt of Ballots 14. Unless extended by the Debtors or their counsel in writing, Ballots accepting or

rejecting the Plan must be received on or before September 29, 2010 (the "Voting Deadline"), by Omni at the following address:

68773-002\DOCS_SF:737 17.2

Pacific Energy Resources Ltd. C/O Omni Management Group, LLC 16161 Ventura Blvd., Ste C PMB428 Encino, CA 91436 15. Ballots received via facsimile, electronic mail or other electronic transmission

will not be counted unless approved by the Debtors. Procedures for Vote Tabulation 16. Votes may not be changed after the Voting Deadline unless the Court, for cause,

permits such change after notice and hearing pursuant to Bankruptcy Rule 3018(a). 17. Ballots must be properly executed and counted. Any Ballot that is illegible or

contains insufficient information to permit the identification of the holder of a Class 3 through 6 Claim will not be counted. 18. If a holder of a Class 3 through 6 Claim casts a Ballot with respect to a claim that

is the subject of an objection filed on or before twenty-one (21) days prior to the Confirmation Hearing, the holders Ballot will not be counted, unless such interest is temporarily allowed by the Court for voting purposes, pursuant to Bankruptcy Rule 3018(a). If an objection to a claim or interest requests that such interest be allowed in a fixed, reduced amount, such holders ballot shall be counted in such reduced amount. 19. Holders of Class 3 through 6 Claims seeking to have a claim temporarily allowed

for purposes of voting to accept or reject the Plan pursuant to Bankruptcy Rule 3018(a) must file a motion seeking such relief no later than fourteen (14) days prior to the Confirmation Hearing. The Court will schedule a hearing on such motion for a date on or prior to the Confirmation Hearing. 20. The following voting procedures and standard assumptions shall be used in

tabulating the Ballots:

68773-002\DOCS_SF:737 17.2

a. b.

Ballots that partially reject and partially accept the Plan will not be counted. Ballots that fail to indicate an acceptance or rejection of the Plan, or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted. Only Ballots that are timely received with original signatures will be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. Unsigned Ballots, or Ballots that are illegible or contain insufficient information to permit the identification of the holder of a claim, will not be counted.

d.

Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Facsimile Ballots, or Ballots submitted via email or other electronic transmission, will not be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, email or other electronic transmission. Whenever a creditor casts more than one Ballot voting the same claim(s) prior to the Voting Deadline, the last Ballot received prior to the Voting Deadline shall be deemed to reflect the voters intent and supersede any prior Ballots. If a creditor simultaneously casts inconsistent Ballots, such Ballots shall not be counted.

e.

g.

Each holder of a Claim in a Voting Class having submitted a properly executed and timely Ballot, shall be deemed to have voted the full amount of its claim(s). Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Solicitation Agent and the Debtors, which determination shall be final and binding.

21.

The Solicitation Agent shall file with the Bankruptcy Court, no later than

October 5, 2010, an affidavit regarding the results of the tabulation of the Ballots received on the Plan. 22. The Ballot does not constitute, and shall not be deemed to be, a proof of claim or

an assertion or admission of a claim.

68773-002\DOCS_SF:737 17.2

Deadline and Procedures for Filing Objections to Confirmation of the Plan and the Confirmation Brief 23. All objections to confirmation of the Plan, including any supporting memoranda,

must be in writing, be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, Third Floor, 824 Market Street, Wilmington, Delaware 19801 together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its Claim or the nature of its interest in the Debtors chapter 11 cases, (b) state with particularity the provision or provisions of the Plan objected to and, for any objection asserted, the legal and factual basis for such objection and (c) be served upon the following parties (the "Notice Parties") so as to be received on or before September 29, 2010 (the "Plan Objection Deadline"): (a) counsel to the Debtors (1) Pachuiski Stang Ziehl & Jones LLP, 919 North Market Street, 17 Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneil1pszjlaw.com and (2) Pachuiski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 1th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kliarasch, Esq; Fax: 310-201-0760, email: ikharaschpszjlaw.com ; (b) counsel to the Debtors lenders: J. Aron & Company (1) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: jeffrey.sabin@bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kylebingham.com , and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312407-8511, e-mail: seth.jacobson@skadden.com; (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801; and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles,

68773-002\DOCS_SF:737 17.2

CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan(ipepperlaw.com . 24. All objections not timely filed and served in accordance with the provisions of

this Order are hereby deemed waived and will not be considered by this Court. 25. The Debtors shall file by no later than October 5, 2010 a brief supporting

confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, counsel for the Committee and all parties who have requested notice in these cases pursuant to Bankruptcy Rule 2002. The Debtors shall also coordinate with objecting parties to the Plan, and endeavor to submit to the Court a joint pretrial memorandum by October 5, 2010 outlining the respective positions of the Debtors and the various objecting parties for purposes of the Confirmation Hearing. 26. Prior to mailing the Disclosure Statement, Solicitation Packages or the Non-

Voting Class Notice, the Debtors may fill in any missing dates and other information, correct any typographical errors and make such other non-material, non-substantive changes as they deem necessary. 27. The Debtors and the Solicitation Agent are authorized and empowered to take

such steps, expend such monies, and perform such acts as may be necessary to implement and effectuate the terms of this Order.

68773-002\DOCS_SF:737 17.2

28.

This Court retains jurisdiction over any and all matters arising out of or related to

the interpretation or implementation of this Order. Dated: ,2010 Honorable Kevin J. Carey United States Bankruptcy Judge

68773-002\DOCS_SF:737 17.2

10

EXHIBIT B

68773-002\DOCS_SF:73719. I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al, Debtor.

) Chapter 11
)

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

)

Related to Docket No. 1713

ORDER (I) APPROVING THE DISCLOSURE STATEMENT; (II) SCHEDULING CONFIRMATION HEARING; (III) APPROVING FORM AND MANNER OF NOTICE OF CONFIRMATION HEARING; (IV) ESTABLISHING PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE JOINT PLAN, INCLUDING (A) APPROVING FORM AND CONTENTS OF SOLICITATION PACKAGE; (B) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (C) APPROVING FORMS OF BALLOTS; (D) ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS AND (E) APPROVING PROCEDURES FOR VOTE TABULATIONS; (V) ESTABLISHING DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN; AND (VI) GRANTING RELATED RELIEF
This matter coming before the Court on the Disclosure Statement in Respect of First

Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. (including all
exhibits thereto and as amended, modified or suonlemented. the "Disclosure Statement")-i. iihstantiallv the form described at the hearing on August 24 2010 (the "Hearing"). and the

Debtors Motion for an Order (i) Approving the Disclosure Statement (ii) Scheduling the Confirmation Hearing; (iii) Approving Form and Manner of Notice of Confirmation Hearing; (iv) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the

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); 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.

68773-002\DOCS_SF:731 51273717.2

Joint Plan, Including (a) Approving the Form and Contents of the Solicitation Package, (b) Establishing Record Date and Approving Procedures for Distributing Solicitation Packages, (c) Approving the Forms of Ballots; (d) Establishing Voting Deadline for Receipt of Ballots, and (e) Approving Procedures for Vote Tabulations; (v) Establishing the Deadline and Procedures for Filing Objections to Confirmation of the Plan, and (vi) Granting Related Relief (the "Motion") filed by the above-captioned debtors and debtors in possession (collectively, the "Debtors"); and after considering objections to the Motion, if any; and upon the record and after due deliberation thereon; and the Court finding that proper and adequate notice of the hea4gj1ajjig on approval of the Disclosure Statement and of the Motion has been given to all parties in interest, and no other or further notice or hearing being necessary; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY FOUND, ORDERED AND ADJUDGED as follows: The Motion is GRANTED as provided herein. Approval of Disclosure Statement 2. The Disclosure Statement contains "adequate information" within the meaning of

section 1125 of the Bankruptcy Code regarding the First Amended Chapter 11 Plan of Liquidation for Pacific Energy Resources Ltd., et al. dated _2010 (including all

exhibits thereto and as amended, modified or supplemented, the "Plan"), in substantially the form described at the Hearing. Therefore, the Disclosure Statement is approved pursuant to 11 U.S.C. 1125(b) and Fed. R. Bankr. P. 3017(b). 3. All objections to the adequacy of the Disclosure Statement, if any, are, to the

extent not withdrawn or consensually resolved as set forth herein or on the record at the Hearing, OVERRULED in their entirety.
2

Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Motion. Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. Fed. R. Bank. P. 7052.

68773-002\DOCSSF:73-14r22311L2

Confirmation Hearing 4. The hearing to consider confirmation of the Plan shall commence on _1:00 p.m. (prevailing Eastern time) (the "Confirmation

,October 12. 2010 at

Hearing"). The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, all without further notice to parties in interest, and the Plan may be modified, if necessary, pursuant to section 1127 of the Bankruptcy Code, prior to, during, or as a result of, the Confirmation Hearing, without further notice to interested parties. Approval of Solicitation Packages The Debtors shall transmit, or cause to be transmitted, the Solicitation Packages, no later than =&ptember 1. 2010 by first class, United States mail (or by

international courier if the addresses are not located in the United States), to (a) holders of Class 3 through 6 claims, the only classes entitled to vote on the Plan (collectively, the "Voting Classes"), (b) the Securities & Exchange Commission; (b) the Internal Revenue Service; (c) the Office of the United States Trustee; and (d) those parties that have requested service under Fed. R. Bankr. P. 2002. To avoid duplication and reduce expenses, the Debtors shall serve only one Solicitation Package to each creditor who has more than one claim, but shall include the appropriate Ballots for each class of claim. 6. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a

Solicitation Package to the Non-Voting Classes. The Debtors shall transmit or cause to be transmitted no later than .Sentember 1. 2010, by first class, United States mail

(or by international courier if the addresses are not located in the United States), to each holder of a claim or interest in the Non-Voting Classes, at its address to which notices are required to be

68773-002\DOCS_SF: 7-3-1 54-273 717.2

sent pursuant to Bankruptcy Rule 2002(g), a notice substantially in the form attached to the Motion as Exhibit C (the "Non-Voting Class Notice"), which sets forth: (i) the Non-Voting Classes; (ii) a summary of the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the deadline and procedures for filing objections to the Plan. The Non-Voting Class Notice will indicate that Accepting Non-Voting Classes are entitled to receive a copy of the Plan and Disclosure Statement, in electronic format unless specifically requested otherwise, at the expense of the Debtors upon request. The Non-Voting Class Notice shall be deemed a summary of the Plan for purposes of compliance with Bankruptcy Rule 3017(d). Approval of Form and Manner of Notice of the Confirmation Hearing 7. The Confirmation Hearing Notice, in substantially the form attached to the

Motions is approved. As set forth above, the Confirmation Hearing Notice shall be included as part of the Solicitation Package and sent via regular mail to all creditors and parties in interest entitled to vote on the Plan. Record Date and Approval of Procedures for Distribution of Solicitation Packages 8. August 10. 2010 shall be the record date (the "Record Date") for

purposes of determining which parties are entitled to receive the Solicitation Packages or the Non-Voting Class Notice and, where applicable, vote on the Plan. 9. Omni Management Group, LLC ("Omni" or "Solicitation Agent") shall serve the

Solicitation Package and notices regarding the Confirmation Hearing, inspect, monitor and supervise the solicitation process, serve as the tabulator of the ballots and certify to the Court the results of the balloting. 10. The Solicitation Agent shall transmit, via First-Class U.S. Mail, the Solicitation

Package to each holder of Class 3 through 6 Claims. Each holder of an Allowed Claim in

68773-002\D005_SF:-73-1 -54222

Classes 3 through 6, in order for its Ballot to be counted, must return a properly executed Ballot so that it is actually received by the Solicitation Agent prior to the Voting Deadline. 11. The Debtors and/or the Solicitation Agent, as applicable, are permitted to dispense

with the mailing of Solicitation Packages or Non-Voting Class Notices to addresses and entities to which the notice of the Disclosure Statement hearing was returned by the United States Postal Service. The Debtors and/or the Solicitation Agent are further relieved of any obligation to attempt to locate the correct address and resend prior to the Voting Deadline the Solicitation Packages or the Non-Voting Class Notice that are returned as undeliverable. 12. In cases where a party has executed a Ballot in accordance with the terms of this

Order, and has indicated corrections or updates to the mailing address used in the service of the Solicitation Package, either physically on the face of the Ballot or otherwise separately enclosed with the Ballot, the corrected or updated mailing address shall be used to reflect the mailing address of the creditor on the official docket of Claims against the Debtors. Approval of Forms of Ballots 13. The Ballots, substantially in the form attached to the Motion s are approved. Deadline for Receipt of Ballots 14. Unless extended by the Debtors or their counsel in writing, Ballots accepting or , 2010 at 4:00 p.m. (Prevailing

rejecting the Plan must be received on or before

EasternjiJrne)September 29,2Q10 (the "Voting Deadline"), teby Omni at the following address:

Pacific Energy Resources Ltd. C/O Omni Management Group, LLC

68773-OO2\DOCS_SF:-7-3t-422Z122

16161 Ventura Blvd., Ste C PMB 428 Encino, CA 91436 15. Ballots received via facsimile, electronic mail or other electronic transmission will

not be counted unless approved by the Debtors.

Procedures for Vote Tabulation

16.

Votes may not be changed after the Voting Deadline unless the Court, for cause,

permits such change after notice and hearing pursuant to Bankruptcy Rule 3018(a). 17. Ballots must be properly executed and counted. Any Ballot that is illegible or

contains insufficient information to permit the identification of the holder of a Class 3 through 6 Claim will not be counted. 18. If a holder of a Class 3 through 6 Claim casts a Ballot with respect to a claim that ,_2010,twentv-one (21) days prior to the

is the subject of an objection filed on or before

Confirmation Hearing, the holders Ballot will not be counted, unless such interest is temporarily allowed by the Court for voting purposes, pursuant to Bankruptcy Rule 3018(a). If an objection to a claim or interest requests that such interest be allowed in a fixed, reduced amount, such holders ballot shall be counted in such reduced amount. 19. Holders of Class 3 through 6 Claims seeking to have a claim temporarily allowed

for purposes of voting to accept or reject the Plan pursuant to Bankruptcy Rule 3018(a) must file a motion seeking such relief no later than , 20101ourteen (14) days prior to the

Confirmation Hearing. The Court will schedule a hearing on such motion for a date on or prior to the Confirmation Hearing. 20. The following voting procedures and standard assumptions shall be used in

tabulating the Ballots:

68773-002\DOCS_SF:-7-l-547371 7.2

a. b.

Ballots that partially reject and partially accept the Plan will not be counted. Ballots that fail to indicate an acceptance or rejection of the Plan, or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted. Only Ballots that are timely received with original signatures will be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, e-mail or other electronic transmission. Unsigned Ballots, or Ballots that are illegible or contain insufficient information to permit the identification of the holder of a claim, will not be counted.

d.

Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Facsimile Ballots, or Ballots submitted via email or other electronic transmission, will not be counted, unless the Debtors consent in writing to accept a Ballot by facsimile, email or other electronic transmission. Whenever a creditor casts more than one Ballot voting the same claim(s) prior to the Voting Deadline, the last Ballot received prior to the Voting Deadline shall be deemed to reflect the voters intent and supersede any prior Ballots. If a creditor simultaneously casts inconsistent Ballots, such Ballots shall not be counted. Each holder of a Claim in a Voting Class having submitted a properly executed and timely Ballot, shall be deemed to have voted the full amount of its claim(s). Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Solicitation Agent and the Debtors, which determination shall be final and binding.

e.

f. g.

21.

The Solicitation Agent shall file with the Bankruptcy Court, no later than
October 5. 2010, an affidavit regarding the results of the tabulation of the

Ballots received on the Plan. 22. The Ballot does not constitute, and shall not be deemed to be, a proof of claim or

an assertion or admission of a claim.

68773-OO2\DOCSSF:-73-i-542737 17.2

Deadline and Procedures for Filing Objections to Confirmation of the Plan and the Confirmation Brief

23.

All objections to confirmation of the Plan, including any supporting memoranda,

must be in writing, be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, Third Floor, 824 Market Street, Wilmington, Delaware 19801 together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its Claim or the nature of its interest in the Debtors chapter 11 cases, (b) state with particularity the provision or provisions of the Plan objected to and, for any objection asserted, the legal and factual basis for such objection and (c) be served upon the following parties (the "Notice Parties") so as to be received on or before ,_2010 at 4:00 p.m. (Prevailing

Eastern Tim)September 29. 2010 (the "Plan Objection Deadline"): (a) counsel to the Debtors

(1) Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17 11 Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneiI1pszjlaw.com and

(2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 I t Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharaschpszj1aw.com (b) counsel to the Debtors lenders: J. Aron & Company (1) Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail: ;

jeffrey.sabinbingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kylebingham.com , and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson@skadden.com; (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801; and (d)

68773-OO2\DOCS_SF:-7-31-42-737 17.2

counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: j carignanpepperlaw.com . 24. All objections not timely filed and served in accordance with the provisions of

this Order are hereby deemed waived and will not be considered by this Court. 25. The Debtors shall file at least two (2) calendar days before the Confirmation
.

T-iear-i-nbv no later than October 5,2&W a brief supporting confirmation of the Plan (including any supporting memoranda) and replying to any objections or responses. The Debtors shall serve the brief on the parties that filed objections or responses to the Plan, the Office of the United States Trustee, the-counsel for the Committee and all parties who have requested notice in these cases pursuant to Bankruptcy Rule 2002. The Debtors shall also coordinate with
objecting parties to the Plan, and endeavor to submit to the Court a joint pretrial memorandum by October 5. 2010 outlining the respective positions of the Debtors and the various objecting parties for purposes of the Confirmation hearing.

26.

Prior to mailing the Disclosure Statement, Solicitation Packages or the Non-

Voting Class Notice, the Debtors may fill in any missing dates and other information, correct any typographical errors and make such other non-material, non-substantive changes as they deem necessary. 27. The Debtors and the Solicitation Agent are authorized and empowered to take

such steps, expend such monies, and perform such acts as may be necessary to implement and effectuate the terms of this Order.

68773-002\DOCSSF:711-41737 I 7.2

28.

This Court retains jurisdiction over any and all matters arising out of or related to

the interpretation or implementation of this Order. Dated: .2010

Honorable Kevin J. Carey United States Bankruptcy Judge

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