IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

)
) ) ) )

Chapter 11

PACIFIC ENERGY RESOURCES L TD, et al., 1

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

Debtors.

Objection Deadline: May 27, 2009 at 4:00 p.m. Hearing Date: June 3, 2009 at 1:00 p.m.

DEBTORS' MOTION TO FILE UNDER SEAL EXHIBIT A TO MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMENTS THEREUNDER
By this motion (the "Motion"), the above-captioned debtors and debtors in possession
(the "Debtors") seek the entry of an order authorizing the Debtors to file under seal Exhibit A
("Incentive Plan Motion Exhibit A") to the Debtors' Motion for an Order Approving Key Employee Incentive Plan and Authorizing Payments Thereunder (the "Incentive Plan Motion")
pursuant to section 107(b) under chapter 11 of title 11 of

the United States Code (the

"Banptcy Code"), Rule 9018 of

the Federal Rules of

Banptcy Procedure (the "Banptcy

Rules"), and Rule 9018-1 (b) of the Local Rules of Banptcy Practice and Procedure of the
United States Banptcy Cour for the District of

Delaware (the "Local Rules"). In support of

the Motion, the Debtors respectfully represent and state as follows:

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

68773-002\OOCS_ LA:20 i 8 i 3.6

"

Jurisdiction
1. The Cour has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding
pursuant to 28 U.S.C. 157(b)(2)(A) and (0).
2. The statutory predicates for the relief requested herein are Section 1 07(b) ofthe
Banptcy Code, Rule 9018 of

the Banptcy Rules, and Local Rule 9018-1(b).

Background
3. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary petitions for

relief under chapter 11 of the Banptcy Code. The Debtors are continuing in possession of
their property and are operating and managing their businesses, as debtors in possession,

pursuant to sections 1107 and 1108 of the Banuptcy Code.

4. The factual background relating to the Debtors' commencement of

these cases is

set forth in detail in the Incentive Plan Motion that was fied concurrently herewith.2
5. Pursuant to the Incentive Plan Motion, the Debtors seek to implement a key

employee incentive plan (the "Incentive Plan") to motivate certain key employees to accomplish

certain performance goals that the Debtors believe wil maximize creditor recoveries in these
chapter 11 cases. The terms of the Incentive Plan are set forth in the Incentive Plan Motion and
Incentive Plan Motion Exhibit A.
6. Thc only information that is redacted Incentive Plan Motion Exhibit A as fied

with the Incentive Plan Motion is the amount of each Paricipating Employee's anual salary

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Incentive
Plan Motion.

68773-002\OOCS _ LA:20 18 i 3.6

and the individualized amounts of the performance bonuses that are potentially payable to each
of

the Paricipating Employees (information from which each Paricipating Employee's anually

salar could be calculated using the percentage bonuses set forth in Incentive Plan Motion

Exhbit A).

Relief Requested
7. By this Motion, the Debtors seek the entry of

an order, pursuant to Section 107(b)

of

the Banptcy Code, Banptcy Rule 9018 and Local Banptcy Rule 9018-(b),

authorizing the Debtors to fie Incentive Plan Motion Exhibit A under seaL.

Basis for Relief

8. Section 107(b) of

the Bankptcy Code provides banptcy courts with the

power to issue orders that wil protect entities from potential har:

On request of a party in interest, the banptcy

cour shall, and on the banuptcy court's own motion, the

banptcy court may (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information. . ..
11 U.S.C. 107(b).3

9. Banptcy Rule 9018 identifies the procedure by which a pary may move for

relief under section 107 (b):

On motion or on its own initiative, with or without notice,

the cour may make any order which justice requires (1) to

protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information. . ..
3 In fact, the Congressional intent of

section 107(b) was to require the bankptcy cour on request ofa part in

interest to seal trade secrets, confidential research, development or commercial information. See Senate Report No. 989 107.01, 107-2. (section 107(b) "requires the cour, on the request of a part in interest, to protect trade secrets, confidential research, development, or commercial information").

68773-002\OOCS _LA:20 1813.6

Fed. R. Ban. P. 9018.

10. Commercial information has been defined to include any information that would

cause "an unfair advantage to competitors by providing them information as to the commercial
operations of

the debtor." In re Orion Pictures Corp., 21 F.3d 24,27 (2d Cir. 1994) (citing In re

!tel Corp., 17 B.R. 942,944 (B.A.P. 9th Cir. 1982)). In these cases, information set forth on
Incentive Plan Motion Exhibit A contains confidential information concerning certain of the

Debtors' employees that is not in the public realm. If such information were to be made public

via PACER, confdential information wil be exposed to the detriment of both the Debtors and
those employees who are included in the Incentive Plan. Accordingly, the Debtors submit that
Incentive Plan Motion Exhibit A constitutes "commercial information" and should be subject to
the protections of section 107 (b) of the Banptcy Code.
11. Under section 107(b) of

the Banptcy Code, courts have entered orders limiting

access to fied documents where paries have demonstrated good cause. See,~, In re Epic

Assoc. V., 54 B.R. 445, 450 (Ban. E.D. Va. 1985); In re Nun, 49 B.R. 963, 964-65 (Ban.
E.D. Va. 1985). See Order Granting Debtors' Motion to File Under Seal Exhibit A to the

Motion for an Order Approving an Incentive Plan and Authorizing Payment Thereunder, In re

DHP Holdings II Corp., Chapter 11 Case No. 08-13422 (MFW) (Ban. D. DeL. Apr. 16,2009)
(approving filing under seal Exhibit A, which contains anual salary and the individualized
amounts of performance bonus information for paricipating employees in incentive plan).

Cours may deny access to judicial documents when open inspection may be used as a vehicle

for an improper purose. In re Orion Pictures Corp., 21 F.3d at 27 (citing Nixon v. Warer
Comm'n, Inc., 435 U.S. 589, 597 (1978)).

68773-002\OOCS _ LA:20 1813.6

12. The confidential information contained in Incentive Plan Motion Exhibit A is

highly sensitive. The Paricipating Employees are necessary to the Debtors' operations and
public disclosure ofthe employees' names, salary and bonuses would make it easier for other

businesses to "poach" these employees. Also, not every employee of the Debtors is a

Paricipating Employee and disclosure of the names, salaries and bonuses of Paricipating
Employees would create a potential morale problem. Additionally, disclosure of

the names,

salaries and bonuses of Paricipating Employees would be a disclosure of private information for certain employees that would otherwise not be available to the public. Therefore, cause exists
for this Court to grant the Motion.

Notice

13. A copy of the Motion was served upon: (i) the Office of the United States
Trustee; (ii) the Debtors' prepetition lenders; (iii) counsel for the Offcial Committee of
Unsecured Creditors; and (iv) those persons who have requested notice pursuant to Rule 2002 of
the Federal Rules of Bankuptcy Procedure. The Debtors submits that, in light of

the nature of

the relief requested, no other or further notice need be given.

No Prior Request
14. No prior request for the relief sought in this Motion has been made to this or any
other court.

(Remainder of Page Intentionally Left Blank)

68773-002\OOCS _ LA:20 1813.6

WHREFORE, the Debtors respectflly requests that the Cour enter an order,
substantially in the form of the proposed order filed herewith, (i) autoriing the Debtors to file

Incentive Plan Motion Exhibit A under seal, and (ii) granting fuher relief as is just and proper.

Dated: May.i 2009

PACHUSKI STANG ZIEHL & JONES LLP

Jones (Bar No. 2436) ~ ) ~ W2NO.4u40 Davis

Ira . Kharasch (CA Bar No. 109084) Alan Korneld (CA Bar No. 130063)

Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705
Wilmington, DE 19899-8705 (Courer 19801)

Telephone: (302) 652-4100

Facsimle: (302) 6524400 Email: Ijones~pszjlaw.com ikharasch~pszjlaw.com

akorneld~pszjlaw.com smcfarland~pszjlaw.com rsaunders~pszjlaw.com kmakowski~pszjlaw.com

Counsel for the Debtors and Debtors in Possession

68773-002\CS _ LA:20J 813.6

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
PACIFIC ENERGY RESOURCES L TD,
et at., 1

Chapter 11

Case No. 08-13422 (MFW) (Jointly Administered)

Objection Deadline: May 27, 2009 at 4:00 p.m.
Hearing Date: June 3, 2009 at 1:00 p.m.

Debtors.

NOTICE OF DEBTORS' MOTION TO FILE UNDER SEAL EXHIBIT A TO THE MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMENTS THEREUNDER
PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-

possession (the "Debtors") fied the Debtors' Motion to File Under Seal Exhibit A to Motion for
an Order Approving Key Employee Incentive Plan and Authorizing Payments Thereunder (the

"Motion") with the United States Banptcy Court for the District of Delaware, 824 Market
Street, 3rd Floor, Wilmington, Delaware 19801 (the "Banptcy Court"). A copy of

the Motion

is attached hereto. Pursuant to the Motion, the Debtors seek the entry of an order, pursuant to
Section 107(b) of

the Bankptcy Code, Bankptcy Rule 9018 and Local Banptcy Rule

90 18-(b), authorizing the Debtors to fie Exhibit A to the Incentive Plan Motion under seaL.

PLEASE TAKE FURTHER NOTICE that any response or objection to the relief

sought in the Motion must be fied with the Banuptcy Cour by no later than May 27,2009 at
1 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, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

68773-002\DOCS _ LA:20 1836.3

4:00 p.m. prevailing Eastern time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a
copy of

the response or objection upon: (i) counsel to the Debtors: (a) Laura Davis Jones, Esq.,

Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, P.O. Box 8705,
Wilmington, Delaware 19899-8705 (Courier 19801); (ii) the Office of the United States Trustee:

(a) Joseph McMahon, Jr., Esq., United States Trustee's Office, 844 King Street, Suite 2207,
Lockbox 35, Wilmington, Delaware 19801; (iii) counsel to the Official Committee of

Unsecured

Creditors: (a) Joshua R. Taylor, Esq., Steptoe & Johnson, LLP, 1330 Connecticut Ave., N.W.,

Washington, DC 20036; (iv) counsel to prepetition lender: (a) Seth Jacobson, Esq., Skadden

Ars, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago, IL 60606-1285,; and (v)
counsel to prepetition lender: (a) Jeffrey Sabin, Esq., Bingham McCutcheon, 399 Park Avenue,
New York, NY 10022.
A HEARIG TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL

BE HELD ON JUNE 3, 2009 AT 1:00 P.M. PREVAILING EASTERN TIME BEFORE THE
HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824

MARKT STREET, 5TH FLOOR, COURTROOM NO.4, WILMINGTON DELAWARE

19801.

IF YOU FAIL TO RESPOND TO THE RELIEF REQUESTED IN THE

MOTION, THE COURT MAY GRANT SUCH RELIEF WITHOUT FURTHER NOTICE OR

HEARG.

2
68773-002\DOCS _ LA:20 1836.3

Dated: Ma -l, 2009

P ACHUSKI STANG ZIEHL & JONES LLP

Davis Jones (Bar No. 2436)

Ira . Kharasch (CA Bar No. 109084)

Alan Korneld (CA Bar No. 130063) James E. O'Neil (Bar No. 4042)

Scotta E. McFarland (DE Bar No. 4184, CA BarNo. 165391) Robert M. Saunders (CA Bar No. 226172) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705
Wilgton, DE 19899-8705 (Courier 19801)

Telephone: (302) 652-4100

Facsimle: (302) 652-4400

Email: ljones(gpszjlaw.com

ikarch(gpszjlaw.com
komfeldt?Jpszilaw.com smcfarland~pszjlaw.com

rsaunders~pszjlaw.com kmakowski(gpszjlaw.com
Counsel for the Debtors and Debtors in Possession

3
68773-002\DOCS _ LA:201836.3

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:

PACIFIC ENERGY RESOURCES L TD, et al., 1

Debtors.

) ) ) ) ) )

Chapter 11

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

Related Docket No.

ORDER GRANTING DEBTORS' MOTION TO FILE UNDER SEAL EXHIBIT A TO THE MOTION FOR AN ORDER APPROVING KEY EMPLOYEE INCENTIVE PLAN AND AUTHORIZING PAYMENTS THEREUNDER2
Upon the motion (the "Motion") ofthe above-captioned debtors and debtors in

possession (the "Debtors") for entry of an order pursuant to section 107 (b) of the Banptcy
Code, Banptcy Rule 9018 and Local Rule 90 18-1 (b), authorizing the Debtors to fie Exhibit A

to the Incentive Plan Motion under seal; and it appearing that the relief requested is in the best

interests of the Debtors' estates, their creditors, and other paries in interest; and it appearing that

this Cour has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it
appearing that this matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2); and
it appearing that venue of these proceedings and the Motion is proper in this District pursuant to
28 U.S.C. 1408 and 1409; and notice of

the Motion and the opportunity for a hearing on the

Motion was appropriate under the paricular circumstances and no other or fuher notice need be

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, Inc. (9487); and Gotland Oil, Inc. (5463). The address for all of
the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

68773-002\OOCS _ LA:20 18 i 3.6

given; upon the record herein, after due deliberation thereon, good and sufficient cause exists for
the granting of the relief as set forth herein.

IT is HEREBY ORDERED THAT:

1. The Motion is GRANTED.
2. The Debtors are authorized to fie Exhbit A to the Incentive Plan Motion

under seaL.

3. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation of

this Order.

Dated: June _, 2009

The Honorable Kevin J. Carey

United States Banptcy Judge

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