In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

) )

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

Debtors. )

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

CERTIFICA TION OF COUNSEL REGARDING PROPOSED ORDER APPROVING STIPULATION BETWEEN DEBTORS AND STOEL RIVES, LLP FOR RELIEF FROM THE AUTOMATIC STAY TO APPLY PREPETITION RETAINER
The debtors and debtors in possession in the above-captioned chapter 11 cases (as

set forth in footnote 1 below, the "Debtors"), hereby fie the Proposed Order Approving the
Stipulation Between the Debtors and Stoel Rives, LLP ("Stoel") Allowing Stoel to Apply the
Retainer in Payment o/the Stoel Claim (the "Order"), a copy of

which is attached as Exhibit 1

hereto, which resolves the claim of Stoel.

(Remainder 0/ Page Intentionally Blank)

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
(702 i); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

the Debtors is

I i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

The Debtors request that the Court enter the Order approving the Stipulation
which is attached as Exhibit A to the Order.

Dated: April 9, 2010

PACHULSKI STANG ZIEHL & JONES LLP

Isl Scotta E. McFarland Ira D. Kharasch (CA Bar No.1 09084) Scotta E. McFarland (DE Bar No. 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 th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100 Facsimile: 3101652-4400

Email: ikharasch(fpszilaw.com

smcfarland(fpszi law .com

rsaunders~pszilaw.com ioneill(fpszilaw.com
kmakowski(fpszi law .com

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

EXHIBIT 1

In re: )
ORDER APPROVING STIPULATION BETWEEN THE DEBTORS

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE
Chapter 11

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

Case No. 09- 1 0785(KJC)

Debtors. )
)

(Jointly Administered)
Related Docket No.

AND

STOEL RIVES. LLP ALLOWING RETAINER AND SETTLING CLAIM

Upon consideration of the Stipulation between the Debtors and Stoel Rives, LLP
(the "Stipulation"),2 attached hereto as Exhibit A; it is hereby

ORDERED that the Stipulation is hereby approved and the terms and conditions
of the Stipulation are incorporated by reference herein, as if

fully set forth in this Order; and it is

further

ORDERED that this Cour hereby retains jurisdiction to resolve any disputes or
controversies arising from or related to the Stipulation.
Dated:

,2010
The Honorable Kevin J. Carey United States Bankuptcy Judge

i The Debtors in these cases, along with the last four digits of each ofthe 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

2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Stipulation.

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

00233-00

1 \DOCS_DE:

1351 01.1

Exhibit A

00233-001\DOCS_DE: 135101.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
PACIFIC ENERGY RESOURCES L TD,
1

Chapter 1 1

et aI.,

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

Debtor.

STIPULATION FOR RELIEF FROM THE AUTOMATIC STAY PETITION RETAINER

TO APPLY PRE

This stipulation is entered into and agreed to by and between Pacific Energy Resources,
Ltd., et al. ("Debtors"), the Debtors in the above captioned cases, and Stoel Rives, LLP ("Stoel"),

by and through their attorneys, as follows:

WHEREAS, on March 9, 2009 (the "Petition Date"), the Debtors fied voluntary petitions
for relief under Chapter 11 of

the Bankruptcy Code, thereby commencing the above-captioned

jointly administered bankruptcy cases. The Debtors continue to operate their business and
manage their affairs as debtors in possession; and
WHEREAS, the Office of

the United States Trustee appointed an Offcial Committee of

Unsecured Creditors on March 19, 2009; and

WHEREAS, prior to the Petition Date, Stoel was engaged by, and performed substantial
legal services for, the Debtors; and

WHEREAS, on November 14,2008, Stoel received from the Debtors a wire transfer of
funds in the amount of $25,000.00 (the "Retainer") as security for ongoing legal services and
costs. The Retainer was deposited into Stoels client trust account; and
i The Debtors in these cases, along with the last four digits of each Debtor's 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, 1nc. (9487); and Gotland Oil, Inc. (5463). The
address for all of

the Debtors is 1 I I W. Ocean Boulevard, Suite 1240, Long Beach, CA.

Portlnd 1 -2596 1 18.1 0099805-00029

WHEREAS, on the Petition Date, Stoel was owed $4, I 07.50 on account of legal serices

rendered to Debtors and costs incurd on their behalf after November 14, 2008 but prior to the
Petition Date (the "StoeI Claim").

WHERAS, the Debtors and Stoel Rives havc agreed to reolve the Stoel Claim by
allowing Stoel to apply the Retainer in payment of

the Stoel Claim and return the balance,

$20,892.50 to the Debtors.

NOW THEREFORE, it is hereby stipulated that:

1. The Debtors and Stool hereby agree that Stoel may apply the Retainer in payment

of

the Stoe! Claim. To the extent required, the automatic stay shall be modified to allow Stoel to

Apply the Retainer and return the balance, $20,892.50 to the Debtors.
2. This Stipulation resolves in all respects the Stoe) Claim and any other pre-petition

obligations or transfers between, owing to or among the Debtors and Stoe!. Without limiting the
generality of

the foregoing, Debtors agree that Stoel may retain all amounts received by Stoel

from the Debtors prior to the Petition Date for services rendered by Stoel prior to the Petition

Date. This Stipulation shall be binding on all parties in interest in the Debtors' cases.
3. The Court retains jurisdiction with respect to all matters arising from or related to
the implt..'mcntation of this Stipulation.

PortlDd i .ZS96

II

8. i 0099805.0029

Dated: March 15,2010

STOEL RIVES lLP

Brandy A. Sargent
STOEL RIVES LLP

g-- ~

900 SW Fifth Avenue, Suite 2600 Portland, OR 97204 (503) 224-3380

Attorneys for Stoel Rives LLP

Scotta McFarland
9 i 9 North Market Street, i 7th Floor

Wilmington, DE J 9899-8705 (302) 652-4100

Attorneys tor Debtors

Porilndl-25%1 18. l 009805-0029