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)

Hearing Date: June 3, 2009 at 1:00 p.m. (ET)

MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PACIFIC ENERGY RESOURCES TO FILE UNDER SEAL THE UNREDACTED OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DEBTORS MOTION TO APPROVE INTERIM AND FINAL ORDERS PURSUANT TO 11 U.S.C. 105, 361, 362, 363, 364, 365 AND 507: (1) APPROVING SENIOR SECURED SUPERPRIORITY POSTPETITION FINANCING; (2) AUTHORIZING USE OF CASH COLLATERAL; (3) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (4) GRANTING ADEQUATE PROTECTION (5) MODIFYING AUTOMATIC STAY; AND (6) SCHEDULING A FINAL HEARING [DKT. NO. 18]
The Official Committee of Unsecured Creditors (the Committee) of Pacific Energy Resources Ltd. and its related debtor entities, as debtors and debtors in possession (collectively, the Debtors),1 hereby respectfully move for authority to file under seal (the Motion to Seal) the unredacted version of the Objection (the Objection) of the Official Committee of Unsecured Creditors to Debtors Motion to Approve Interim and Final Orders Pursuant to 11 U.S.C. 105, 361, 362, 363, 364, 365 and 507: (1) Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing [Dkt. No. 18] (the DIP Motion) and in support hereof, the Committee respectfully states as follows:

The Debtors in these chapter 11 cases are: Pacific Energy Resources Ltd., Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Carneros Acquisition Corp., Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Carneros Energy, Inc., and Gotland Oil, Inc.

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Background
1. On March 9, 2009 (the Petition Date), the Debtors each filed a voluntary

petition for relief under Chapter 11 of title 11 of the United States Code, 11 U.S.C. 101, et. seq. (the Bankruptcy Code). 2. On March 19, 2009, the Office of the United States Trustee for this

Region (the U.S. Trustee) appointed the Committee. 3. On April 10, 2009, the Committee filed the Motion for an Order (I)

Providing that the Committee is not Authorized or Required to Provide Access to Confidential or Privileged Information; and (II) Granting Related Relief, Effective Nunc Pro Tunc to March 19, 2009 (the Confidential Information Motion) [Dkt. No. 172]. On May 1, 2009, the Court entered an Order granting the Confidential Information Motion (the Order) [Dkt. No. 260]. The Order was entered to help ensure that confidential, privileged, proprietary and/or material non-public information is not disseminated to the detriment of the Debtors estates and to aid the Committee in performing its statutory function. Relief Requested and Authority for Requested Relief 4. Pursuant to this Motion to Seal, the Committee respectfully requests entry

of an Order authorizing it to file the Objection to the DIP Motion under seal, and directing that the Objection remain under seal and confidential, and not be made available to any entity other than: (i) the Court; (ii) the Debtors, and (iii) the Committee. 5. Section 107(b) of the Bankruptcy Code provides bankruptcy courts with

the power to issue orders that will protect entities from potential harm that may result from the

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disclosure of certain confidential information. Bankruptcy Code section 107(b) provides, in relevant part: On request of a party in interest, the bankruptcy court shall, and on the bankruptcy courts own motion, the bankruptcy court may - (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; or (2) protect a person with respect to scandalous or defamatory matter contained in a paper filed in a case under this title. 6. Bankruptcy Rule 9018 defines the procedures by which a party may move

for relief under section 107(b), and provides that [o]n motion, or on its own initiative, with or without notice, the court 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 [or] (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code . . .. Fed. R. Bankr. P. 9018. 7. Sufficient cause exists for this Court to grant the relief requested in this

Motion to Seal. The Objection to the DIP Motion contains confidential information subject to an agreed-upon information sharing protocol including a confidentiality agreement. The disclosure of this information could constitute a breach of confidentiality agreements that the Committee has reached with the Debtors. The Order was entered to prevent the Committee from disclosing this exact type of confidential information to the detriment of the Debtors estates. 8. A redacted version of the Objection has been filed publicly. The filing of

an unredacted version under seal will work no prejudice to any parties in interest. The redacted version provides parties with the necessary notice. The public filing of an unredacted version would disseminate confidential information to the detriment of the Debtors estates and would create an obstruction to the Committee in performing its statutory function.

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WHEREFORE, the Committee respectfully requests entry of an Order (i) granting this Motion to Seal; (ii) directing that the Objection to the DIP Motion shall remain under seal and confidential; (iii) providing that the Objection shall not be made available to any entity other than the Court; the Debtors; and the Committee; and (iv) granting such other and further relief as the Court deems just and proper.

Dated: June 2, 2009

PEPPER HAMILTON LLP /s/ James C. Carignan David B. Stratton (DE No. 960) James C. Carignan (DE No. 4230) Leigh-Anne M. Raport (DE No. 5055) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 and Francis J. Lawall, Esq. 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4000 Fax: (215) 981-4750 and Filiberto Agusti, Esq. (DC Bar No. 270058) (admitted pro hac vice) Joshua R. Taylor, Esq. (VA Bar No. 45919) STEPTOE & JOHNSON LLP 1330 Connecticut Avenue NW Washington, DC 20036 Tel: (202) 429-3000 Fax: (202) 506-3902

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and Robbin L. Itkin, Esq. (CA Bar No. 117105) (admitted pro hac vice) Katherine C. Piper, Esq. (CA Bar No. 222828) (admitted pro hac vice) STEPTOE & JOHNSON LLP 2121 Avenue of the Stars, Suite 2800 Los Angeles CA 90067 Tel: (310) 734-3200 Fax: (310) 734-3300 Counsel for the Official Committee of Unsecured Creditors of Pacific Energy Resources Ltd., et al.

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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)

Hearing Date: June 3, 2009 at 1:00 p.m. (ET)

ORDER GRANTING MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PACIFIC ENERGY RESOURCES TO FILE UNDER SEAL THE UNREDACTED OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DEBTORS MOTION TO APPROVE INTERIM AND FINAL ORDERS PURSUANT TO 11 U.S.C. 105, 361, 362, 363, 364, 365 AND 507: (1) APPROVING SENIOR SECURED SUPERPRIORITY POSTPETITION FINANCING; (2) AUTHORIZING USE OF CASH COLLATERAL; (3) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (4) GRANTING ADEQUATE PROTECTION (5) MODIFYING AUTOMATIC STAY; AND (6) SCHEDULING A FINAL HEARING [DKT. NO. 18] UPON THE MOTION of the Official Committee of Unsecured Creditors (the
Committee) of Pacific Energy Resources Ltd. and its related debtor entities, as debtors and debtors in possession (collectively, the Debtors),1 to file under seal (the Motion to Seal)

the Unredacted Objection (the Objection) of the Official Committee of Unsecured Creditors to Debtors Motion to Approve Interim and Final Orders Pursuant to 11 U.S.C. 105, 361, 362, 363, 364, 365 and 507: (1) Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use of Cash Collateral; (3) Granting Liens and Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection (5) Modifying Automatic Stay; and (6) Scheduling a Final Hearing (the DIP Motion), and having reviewed the Motion to Seal and all papers related thereto
The Debtors in these chapter 11 cases are: Pacific Energy Resources Ltd., Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Carneros Acquisition Corp., Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Carneros Energy, Inc., and Gotland Oil, Inc.
1

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heretofore filed, and this Court possessing jurisdiction to consider the Motion to Seal, and venue being proper, and notice of the Motion to Seal having been sufficient, and the relief requested in the Motion to Seal being warranted, IT IS HEREBY ORDERED THAT:
1.

The Motion to Seal is GRANTED. The Objection and all exhibits thereto shall be filed and maintained

2.

under seal on the terms and conditions set forth in the Motion to Seal. Dated: June__, 2009 Wilmington, DE ______________________________________ UNITED STATES BANKRUPTCY JUDGE

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CERTIFICATE OF SERVICE I, James C. Carignan, hereby certify that on June 2, 2009, I caused to be served the Motion of the Official Committee of Unsecured Creditors of Pacific Energy Resources to File Under Seal the Unredacted Objection of the Official Committee of Unsecured Creditors to Debtors
Motion of Debtors to File Under Seal Objection of the Official Committee of Unsecured Creditors to Debtors Motion To Approve Interim And Final Orders Pursuant To 11 U.S.C. 105, 361, 362, 363, 364, 365 And 507: (1) Approving Senior Secured Superpriority Postpetition Financing; (2) Authorizing Use Of Cash Collateral; (3) Granting Liens And Providing Superpriority Administrative Expense Status; (4) Granting Adequate Protection (5) Modifying Automatic Stay; And (6) Scheduling A Final Hearing

upon the following entities in the manner indicated:

Laura Davis Jones, Esq. Scotta E. McFarland, Esq. Robert M. Saunders, Esq. James E. ONeill, Esq. Kathleen P. Makowski, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Email: ljones@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakowski@pszjlaw.com VIA ELECTRONIC MAIL AND HAND DELIVERY Ira D. Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Boulevard Los Angeles, CA 90067-4100 Email: ikharasch@pszjlaw.com VIA ELECTRONIC MAIL AND FEDEX Joseph R. McMahon, Esq. Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Lockbox No. 35 Wilmington, DE 19801 Email: joseph.mcmahon@usdoj.gov VIA ELECTRONIC MAIL AND HAND DELIVERY

Dated: June 2, 2009 Wilmington, DE

/s/ James C. Carignan James C. Carignan (DE No. 4230)

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