IN THE UNITED STATES BANKRUPTCY COURT

In re: )
PRE

FOR THE DISTRICT OF DELAWAR

Chapter i i
)

PACIFIC ENERGY RESOURCES LTD., et a!., i )

Case No. 09- i 0785(KJC)

Debtors. )
Deadline for Objections: April Hearing Date: April

(Jointly Administered)
Related Docket Nos. 10,45,64

1, 2009 at 4:00 p.m. prevailng Eastern time 8, 2009 at 11:00 a.m. prevailng Eastern time

CERTIFICATION OF NO OBJECTION RE: SUPPLEMENTAL ORDER GRANTING DEBTORS' MOTION PURSUANT TO BANKRUPTCY CODE SECTIONS l05(A), 363 AND 507(A) FOR AN ORDER AUTHORIZING THE DEBTORS TO: (I) PAY PETITION WAGES, SALARIES, EMPLOYEE BENEFITS AND OTHER COMPENSATION; (II) REMIT WITHHOLDING OBLIGATIONS; (III) MAINTAIN EMPLOYEE COMPENSATION AND BENEFITS PROGRAMS AND PAY RELATED ADMINISTRATIVE OBLIGATIONS; AND (IV) HAVE APPLICABLE BANKS AND OTHER FINANCIAL INSTITUTIONS RECEIVE, PROCESS, HONOR AND PAY CERTAIN CHECKS PRESENTED FOR PAYMENT AND HONOR CERTAIN FUND TRANSFER REQUESTS
The undersigned hereby certifies that:

1. On March 9, 2009, the Debtors fied the Motionfor Order Pursuant to

Bankruptcy Code Sections 105(a), 363 and 507(a) for an Order Authorizing the Debtors to (I)
Pay Pre

petition Wages, Salaries, Employee Benefits and Other Compensation; (II) Remit

Withholding Obligations; (III) Maintain Employee Compensation and Benefits Programs and

Pay Related Administrative Obligations; and (IV) Have Applicable Banks and Other Financial

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 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.

68773-00 I \DOCS_DE: 1465722

Institutions Receive, Process, Honor and Pay Certain Checks Presentedfor Payment and Honor

Certain Fund Transfer Requests (Docket No. 10) (the "Motion").

2. Prior to a hearing on the Motion, the Trustee requested that any order

entered with respect to the Motion should be revised to delete authority to pay prepetition amounts due to agencies supplying temporary employees to the Debtors and accrued vacation

time to employees upon termination (the "Additional Payments") and to set these matters over to

a final hearing scheduled for April 8, 2009 at 11:00 a.m. (the "Final Hearing"). On March 11,
2009, the Court entered a revised order which deleted authority to make the Additional Payments
(Docket No. 45J,
3. On March 12,2009, the Debtors fied the Notice of Entry of

Order

Granting the Motion (Docket No. 64) (the "Notice"). Pursuant to the Notice, objections to the
entry of a supplemental order with respect to the Additional Payments (the "Supplemental

Order") were to be fied and served no later than April 1,2009 (the "Objection Deadline"). The
Debtors further extended the Objection Deadline to no later than April 3, 2009 at 4:00 p.m. for
the Offcial Committee of

Unsecured Creditors and April 6, 2009 at 9:00 a.m. for the U.S.

Trustee.
4. As of

the date hereof, counsel for the Debtors has received no answer,

. objection or other responsive pleading to the Motion or the Notice. The undersigned further
certifies that she has reviewed the Court's docket in this case and no answer, objection or other
responsive pleading to the Motion appears thereon.

68773-00 I \DOCS _DE: 146572.2

5. Accordingly, the Debtors request that the Supplemental Order attached

hereto be entered at the Court's earliest convenience.

Dated: April 7, 2009

PACHULSKI STANG ZIEHL & JONES LLP

au a Davi ones (DE o. 2436)

Ira . Kharasch (CA r No 109084)
Scotta E. McFarlan (DE r No. 4184, CA Bar No. 165391) Robert M. Saunders A 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~pszj law .com smcfarland~pszj law .com rsaunders~pszjlaw. com

joneil~pszjlaw.com
krakowski~pszjlaw .com

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

68773-00 I \DOCS DE: 146572.2

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 1 1

)
)

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

Debtors. )
)

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

Related to Docket Nos. 10,45,64

SUPPLEMENTAL ORDER GRANTING DEBTORS' MOTION PURSUANT TO BANKRUPTCY CODE SECTIONS 105(a), 363, AND 507(a) FOR AN ORDER AUTHORIZING THE DEBTORS TO (I) PAY PREPETITION WAGES, SALARIES, EMPLOYEE BENEFITS, AND OTHER COMPENSATION; (II) REMIT WITHHOLDING OBLIGATIONS; (III) MAINTAIN EMPLOYEE COMPENSATION AND BENEFITS PROGRAMS AND PAY RELATED ADMINISTRATIVE OBLIGATIONS; AND (IV) HAVE APPLICABLE BANKS AND OTHER FINANCIAL INSTITUTIONS RECEIVE, PROCESS, HONOR, AND PAY CERTAIN CHECKS PRESENTED FOR PAYMENT AND HONOR CERTAIN FUND TRANSFER REQUESTS
Upon consideration of the provisions of the motion ("Motion"l of the abovereferenced debtors and debtors-in-possession (the "Debtors") in the above-captioned chapter 11
cases for the entry of an order (the "Order"), pursuant to sections lO5(a), 363, and 507(a) of

title

11 of

the United States Code (the "Bankrptcy Code"), to authorize, but not require, the Debtors

(i) to pay prepetition wages, salaries, employee benefits, and other compensation; (ii) to remit withholding obligations; (iii) to maintain and honor employee compensation and benefits

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 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.

2 Capitalized terms not otherwise defined herein shall have the meaning given to them in the Motion.

DOCS_DE: 146825. I

programs and pay related administrative obligations; and (iv) to authorize applicable banks and other financial institutions to receive, process, honor, and pay certain checks presented for
payment and honor certain fund transfer requests that are related to the Debtors' authority (i) to pay prepetition amounts owed to a temporary employment agency and (ii) to cash out an

employee's accrued vacation upon that employee's termination from employment; and it
appearing that the relief requested is in the best interest of the Debtors' estates, their creditors, and other parties in interest, that this Court has jurisdiction over this matter pursuant to 28 D.S.C.
157 and 1334, that this proceeding is a core proceeding pursuant to 28 D.S.C. 1 57(b )(2)(A),
Rule 6003 of the Federal Rules of

(M), and (0), that the requirements of

Bankruptcy Procedure

have been satisfied; and that due and adequate notice of the hearing on the above provisions of
the Motion have been given under the circumstances; and after due deliberation and cause
appearing therefore; it is hereby:

ORDERED that the Debtors are authorized, but not directed, to pay DLC the
amount of$37,086.25 for prepetition amounts owed to DLC for the services of

two temporary

accounting personnel; and it is further

ORDERED that the Debtors are authorized, but not directed, to pay any

Employee whose employment with the Debtors is terminated after the Petition Date for that

Employee's accrued and unused vacation time; and it is further

ORDERED that, except to the extent specifically modified hereby, the terms and
provisions of

the Order entered on March 10,2009, granting the Motion shall remain in full force

and effect; and it is further

2
DOCS_LA:200016. I

ORDERED that this Cour shall retain jurisdiction to hear and determine all
matters arising from the implementation of this Order.

Dated:

,2009
The Honorable Kevin J. Carey United States Bankuptcy Judge

3
DOCS_LA:200016.1