IN THE UNITED STATES BANKUPTCY COURT

FOR THE DISTRICT OF DELA WAR

In re:

) )
) )
)

Chapter 1 i

PACIFIC ENERGY RESOURCES LTD., et ai., 1 Debtors.

Case No. 09-10785(KC)

(Jointly Admnistered)

Objection Deadline: April 24,200 at 4:00 p.m. (Eastern) Hearing Date: May 1, 2009 at 1:00 p.m. (Eastern)

APPLICATION OF THE DEBTOR PURUANT TO SECTION 327(E) OF THE BANUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANUPTCY PROCEDUR AN LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AN RETAI DEVLIN JENSEN
AS SPECIA CANADIAN COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUC PRO TUC TO THE PETITION DATE
The above-captioned debtors and debtors in possession herein (the "Debtors"),
request entr of an order pursuant to section 327(e) of title 11 of

the United States Code (the

"Banptcy Code"), Rule 2014(a) of

the Federal Rules of

Banptcy Procedure (the

Banptcy Practice and Procedure
Delaware (the "Local Rules" or "DeL.

"Banptcy Rules") and Rule 2014-1 of

the Local Rules of

ofthe United States Banptcy Cour for the Distrct of

Ban. LR") authorizing the Debtors' retention and employment of

Devlin Jensen (the "Finn") as

special Canadian counsel for Pacific Energy Resources Ltd. (the "Application"). In support of

this Application, the Debtors rely on the Affidavit ofH.C. Ritchie Clark, Q.C. in Support of
Application (the "Clark Affdavit"), and respectfully represent as follows:

) The Debtors in these cases, along with the last four digits of each ofthe Debtor's federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (ta 1.D. # not available); Caneros Acquisition Corp. (5866); Pacifc Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailng address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA.

68773 -002\DOCS_LA:200021. I

Jurisdiction
1. The Cour has

jursdiction over this Motion pursuant to 28 U.S.C. 1334.

This proceeding is a core proceeding with the meang of28 U.S.C. 157(b)(2)(A) and (0).
2. Venue of

these proceedings and this Motion is proper in this Distrct

pursuant to 28 U.s.C. 1408 and 1409.

3. The statutory predicates for the relief sought herein are section 327(e) of

the Banptcy Code and Banptcy Rule 2014(a).

Baclround
4. The Debtors commenced these cases by each filing a voluntary petition on
March 9, 2009 (the "Petition Date"). The Debtors have continued in the possession of

their

property and have continued to operate and manage their business as debtors in possession
pursut to sections 1107(a) and 11 08 of

the Banptcy Code. No request has been made for

the appointment of a trstee or an examiner in these cases. On or about March 19, 2009, the U.S.

Trustee appointed the Offcial Committee of

Unsecured Creditors in this case.

Description of the Debtors

5. The Debtors are a group of independent energy companies engaged in the

acquisition, development and exploitation of oil and gas propertes in the western United States.

The Debtors' curent oil and gas assets are located offshore near Californa and principally
offshore in Alaska. The Debtors acquied their CWTent oil and gas assets in transactions
occurng in the four quarer of

2006 and durng 2007, and their existing secured debt is related

to these acquisitions. The Debtors' revenue is largely dependent on the market price for the

68773.002\D_LA:200021.1

underlying crude oil produced, in addition to the level of production. Their revenue for 2008
was approxiately $226.2 millon.

6. Pacific Energy Resources Ltd. ("PERL"), which is a Debtor, is a publicly

held Delaware corporation. Its common stock trades on the Toronto Stock Exchange. It is
headquarered in Long Beach, California, and also has offces in Anchorage, Alaska, and

Bakersfield, Californa. It's Transfer Agent is located in Vancouver. British Columbia

7. PERL leases oil and gas producing assets located in the Beta Unit (the
"Beta Assets") from the Minerals Management Servce ("MMS") of

the United States

Deparment of Interior. The Beta Unit is located in federal waters approximately nine miles off
the coast of

Huntington Beach, Californa (in the San Pedo Chanel area).

8. PERL also owns 100% of

the equity interests in:

a. Pacific Energy Alaska Holdings, LLC ("PEAH"), a Debtor, which in

tu owns:

(1) Pacific Energy Alaska Operating LLC ("PEAO"), a Debtor,

which has working interests in certin oil and gas leased

pricipaly from the State of Alaska (the "Alaska Assets").

(2) One-half of

the equity interests in Cook Inlet Pipeline

Company ("CIPL") (the other half of CIPL is owned by an

affiliate of Chevron Corporation ("Chevron")). CIPL is not

a Debtor. CIPL owns a pipeline that tranports oil and gas

68773..02\DOCS_LA:200021.1

from PEAO's producing assets in Alaska to the Drift River

tennnal for sale to the Tesoro Refiery in Kenai, Alaska.

b. San Pedro Bay Pipeline Company ("SPBPCo"), which owns and

operates the pipeline (the "SPBPCo Pipeline") from the Beta Unit to shore, where it connects to

another pipeline (not operated by SPBPCo) that connects to the ConocolPhillps refinery located in

Los Angeles, Californa. In addition to transporting oil from the Beta Assets, the SPBPCo Pipeline
transports oil from a thrd par platform in the Beta Unit.

A. PERVs and PEAO's Liabilities

9. PERL's estimated liabilties as of the Petition Date (exclusive of accrued

and unpaid interest), are as follows:

Creditor
Prepetition Secured Lenders2
Subordinated Unsecured

Approx. Amount

Im

$361.1 milion Secured

31.7 milion Unsecured

1.0 milion Unsecured
Goldman Sachs and Silver Point, which have provided
the: (a) Beta senior secured facilty (the "Beta Facilty"); (b)

Noteholder3
Unsecured Lender4
2 The "Prepetition Secured Lenders" are an affliate of financing under thee credit ageements consisting of

Alaska fit lien facilty (the "Alaska First Lien Facilty"); and (c) Alaska second lien facilty (the "Alaska Second Lien Facilty"), which are discussed below The Prepetition Secured Lenders (or their affliates) are also significant owners of common shares and warants in PERL. An affliate of Goldman Sachs is the counterpar with PERL for the commodity swaps (the tota value of PERL's derivatives was approxiately net $3.8 milion estimated as of Goldman Sachs and Silver Point also hold Overrding Royalty Interests in Beta Assets Petition Date). Affliate of the Petition Date, PERL's obligations to the Prepetition Secured Lenders were estimated and Alaska Assets. As of approximately: (a) $39.1 milion as borrower under the Beta Facility, which is secured by a fir lien on to consist of PERL's assets; and (b) $322.0 millon as guarantor ofPEAO's obligation under the Alaska substantially all of
Second Lien Facilty, which is secured by a second lien on substantially all of

PERL's assets. PERL did not

guarnty the Alaska First Lien Facilty. PERL's estimated plugging and abandonment obligations of$126.7 milion
as of March 31, 2014, which are the subject of

the Beta Trust: are not included in the char The char also does not

include approximately $2.0 milion of royalties and $6.9 milion of ea out amounts related to the Beta Assets
(estiated as of

the Petition Date).

3 On or about August 24, 2007, PERL issued an unsecured accreting pricipal note (the "Forest Oil Note") to Forest

the Alaska Assets, which was an acquisition (though PEAH Oil Corporation in connection with the acquisition of of membership interests in the predecessor of PEAO. The Forest Oil Note is subordinated to the PrepetitIon Secured Lenders' loans and contains no fmancial covenants.
4 In April

2008, PERL received a $1.0 millon unsecured loan from a shareholder, Bateman & Co.

68773..02\DOCS_LA:200021.1

Unsecured Obligations

4.0 millon Unsecured

$397.8 milion
the Petition Date (exclusive of

TOTAL
10. PEAO's estimated liabilties as of

accrued

and unpaid interest), are as follows:

Creditor
Prepetition Secured Lenders5
Chevron6

Approx. Amount

Im

$412.9 millon Secured

25.2 milion Secured 31.7 milion Unsecured

Guarty of Subordinated
Unsecured Noteholder7

Unsecured Obligations

9.0 millon Unsecured $478.8 milion

Relief Requested

TOTAL

11. By this Application, the Debtors seek to employ and retain Devlin Jensen
as special Canadian counsel with regard to the securties issues related to PERL and the
Canadian banptcy proceeding of

PERL. Accordingly, the Debtors respectfully request entr

the Banptcy Code, Banptcy Rule 2014 and Local

of an order puruant to secon 327(e) of

Rule 20 i 4-1 authorizing the Debtors to employ and retan Devlin Jensen as special Canadian
counsel to perform the legal services that will be necessar durg these chapter 1 i cases solely

5 As of

the Petition Date, PEAO's obligations to the Prepetition Secured Lenders are estimated to consist of

approximately: (a) $90.9 milion as a coborrower with PEAH under the Alaska First Lien Facilty, which is

secured by a fist lien on substantially all ofPEAO's and PEAH's assets (subject to Chevron's first pnority lien on certin ofPEAO's assets); and (b) $322.0 milion as a co-borrower with PEAR under the Alaska Second Lien Facilty, which is secured by a second lien on substantially all ofPEAO's and PEAH's asset. The chart does not include approximately $1.6 milion of royalties related to the Alaska Assets (estimated as of the Petition Date).
6 As stated above, an affliate of Chevron has a fist priority lien on each of the Alaska Assets ofPEAO that Chevron operates. Such lien predates the loans to PERL, PEAH and PEAO from the Prepetition Secured Lenders. 7 PEAO and PEAH guaranteed the Forest Oil Note on an unsecured basis.

68773-O2\DOCS_LA:200021. i

in connection with Canadian securities matters and the Canadian inolvency proceeding pursuat

to the terms set fort in the Application and the Clark Affdavit.

Devlin Jensen's Oualications

12. The Debtors seek to retain Devlin Jensen as special counsel because of

the

Fir's experience in representing PERL in Canadian securities matters for fifteen yea before
the Petition Date and the Fir's knowledge of

and experience in Canadian securties and

insolvency law. The Debtors believe, pursuant to their business judgment, that Devlin Jensen is

unquely situated to represent PERL as its Canadian counel in these matters in the most effcient
and cost-effective maner available to the Debtors, and that the retention of

the Firm as special

Canadian counsel, puruant to section 327(e) of

the Banptcy Code, will provide effciency

the Debtors' estates and creditors.

that will directly inure to the benefit of

13. The Fir's depth of

experience with PERL and with Canadian securities

and insolvency law makes it unquely qualified to represent PERL. Therefore, the Debtors
believe that the Firm's retention is in the best interest ofthe estates. A copy of

the reswnes of

the attorneys who will be primarly involved in the Debtors' cases is attched to this Application

as Exlbit A.
Scone of

Devlin Jensen's Senrices

14. The professional services that Devlin Jensen wil render to the Debtors

include the following:

a.

Representing PERL in its Canadian insolvency proceedings; and

b.

Representing PERL in Canadian securties law issues

68773-002\DOCS_LA:200021.i

c. Perform such other Canadian legal matters as may be directed by the

Debtors from time to time.

Description of Canadian Proceedin28

15. The commencement of the Canadian proceedings arose out of concern
expressed to the Debtors by Canadian counel about the extra-terrtorial effect of the orders made

by the US Banptcy Cour in these chapter 11 cases.

16. The Debtor, PERL, is listed on the Toronto Stock Exchange, raises capital

in Canada, and completes financings in Canada through its transfer agent, located in Vancouver,
British Columbia. A majority of

PERL's shareholders reside in Canada and signficant numbers

of shareholders reside in other jursdictions outside the United States of America.

17. The Debtors, in order to effectively conduct their reorganzation, pursuant
to chapter 11, decided that it was necessar to obtain certn relief

in Canada, corollar to the

orders of

the Cour made in these chapter 11 cases. Such applications were made pursuant to

Section i 8.6 of the Companies' Creditors Arrangement Act, a federal Canadian insolvency

statute, which section permits a Canadian cour to make such orders as it considers appropriate to

faciltate, or implement foreign banptcy proceedings.

i 8. Orders ancilar and corollar to orders made in these chapter 1 i cases

were obtained on the 12th day of

March 2009, from the Supreme Cour of

British Columbia.

Principal amongst those orders was a stay of proceedings agait the Petitioners and their

Canadian directors, an order directed to the company's tranfer agent ancilar and corollar to

the Claims and Equity Transfer Restictions Order, and the appointment of a Monitor to report to

6877J-002\DS_LA:200021.1

the Canadian Cour from time to time on the progress of the US proceedings. It is not
contemplated that a plan will be presented in the Canadian proceedings or that meetings of
Canadian shareholders or creditors will be held, unless that is necessar to implement the re~

organtion being effected pursuat to chapter i i of the Banptcy Code.

19. The appointment of a Monitor in the Canadian proceedings is mandatory

under the Companies' Creditors Arrangement Act. The Monitor, Todd McMahon Inc., is a firm,
licensed as a Trustee in Banptcy in Canada, and was appointed Monitor as an offcer of the
Cour by Order of the Supreme Cour of British Colwnbiamade the 12th day of

March, 2009.

The fees of the Monitor will be directed to Devlin Jensen, paid by PERL, on application by
Devlin Jensen pursuant to the terms of

the Order obtained on ths Application. The hourly rate

of

Ronald G. McMahon, the licensed Trustee who has conduct of

the fuctions of

the Monitor, is

$350.00 per hour.

20. The corporate securties services which Devlin Jensen will render to the

Petitioners include assisting with the preparation and the filing of Anual Information Form and
National Intrent 51-101 Anual Filings, correspondence with the stock exchange and

Securities Commssion concerng the affairs of

PERL, correspondence with PERL's trfer

agent, Computershare, and varous stockholders, preparation of materials and related matters for
an upcoming Anual Genera Meeting and any services related to any potential rights offering or

equity financing, if necessar, as par of the debtors restrctung.

68773-002\D_LA:200021.i

ComDensatIon
21. Subject to Cour approval in accordance with section 330(a) of

the

Banptcy Code, compensation will be payable to Devli Jensen on an hourly basis, plus
reimbursement of actul, necessar expenses and other charges incured by Devlin. The curent
stadard hourly rates of lawyers resident in Devlin Jensen's offce range from a low of Canadian

One Hundred and Seventy Five (Cdn $175.00) per hour for junor lawyers to as much as
Canadian Four Hundred dollars (Cdn $400.00) per hour for certain senior lawyers, and the
curent standard hourly rates oflega! assistats and document clerks resident in Devlin Jensen's
offce range from a low of

Canadian Fort Five dollars (Cdn $45.00) per hour to a high of

Candian One Hundred (Cdn $100.00) per hour.

22. The principal attorneys and paralegals presently designated to represent

the Debtors and their curent stadard hourly rates, as of Januar 1,2009, are:
a.

Kathleen MacInnes
H. C. Ritchie Clark, Q.C.

$ 350.00 $ 400.00 $ 275.00

$ 45.00

b.
c.
d.

Hour Rahani-Gorji
Vanesa Domingo

23. The hourly rates set forth above are subject to periodic adjustments to

reflect economic and other conditions. Oter attorneys and paregals may from time to time
serve the Debtors in connection with the matters described herein.
l t

24. The hourly rates set fort above are the Fir's stadard hourly rates for
work of

the natue set forth herein. These rates are set at a level designed to fairly compensate

68773-002\DS_LA:200021.1

Devlin Jensen for the work of its attorneys and paralegals and to cover fixed and routine
overhead expenses.
25. The Debtors understand that Devlin Jensen intends to apply

to this Cour

for allowance of compensation and reimbursement of expenses including payment of the

Monitor in accordance with the applicable provisions of the Banptcy Code, the Banptcy
Rules, and the Local Rules and orders of

ths Cour for all servces performed and expenses

incured afer the Petition Date.

26. The Debtors, subject to the provisions ofthe Banptcy Code, the

Banptcy Rules, the Local Rules and fuher orders of ths Cour, propose to pay Devlin Jensen
hourly at its customary rates for the services to be rendered by the Fir, as set forth in the Clark

Affdavit, and to reimburse the Firm including the invoices ofthe Monitor according to its
customar reimbursement policies, and submit that such rates are reasonable.
Devlin Jensen Holds No Interest Adverse to the Debtors or the

Estates on the Matters for Which Devlin Jensen Is to be Retained and Emploved
27. The Clark Affdavit, executed on behalf of

Devlin Jensen in accordance

16(b), is

with sections 327(e) of

the Banptcy Code and Banptcy Rules 2014(a) and 20

attached hereto as Exlbit B and incorporated herein by reference. The Debtors' knowledge,
information, and belief regarding the matters set fort in this Application are based on, and made

in reliance upon, the Clark Affdavit.

28. To the best ofthe Debtors' knowledge, except as otherwse disclosed in

the Clark Afdavit, Devlin Jensen has not represented PERL's equity securty holders or any

68773-002\DOCS_LA:200021.1

10

other paries in interest, or their respective attorneys, in any matter relating to the Debtors or
these chapter 11 cases.

29. To the best of

the Debtors' knowledge, Devlin Jensen does not hold or

represent any interest adverse to the Debtors' estates with respect to the matters as to which

Devlin Jensen is to be employed, except as otherwse set forth in the Clark Affidavit. See In re
AroChem Corp., 176 B.R. 610, 622 (2d Cir. 1999) (emphasizing that, under section 327(e),
potential conficts must be evaluated only with respect to the scope of

the proposed retention).

The Debtors have been inormed that Devlin Jensen will conduct an ongoing review of its files to
ensure that no disqualifying circumstaces arse and, if any new relevant facts or relationships

are discovered, the Firm wil supplement its disclosure to the Cour.
30. Devlin Jensen's employment is necessar and in the best interests of

the

Debtors and their estates.

31. Devlin Jensen has received payments durng the year prior to the Petition
Date as set forth in the Clark Affidavit from the Debtors in connection with its pre-petition
representation of PERL.

32. Based on the foregoing, and the disclosures set fort in the Clark

Afdavit, the Debtors maitain that Devlin Jensen does not hold or represent any interest
adverse to the Debtors or the Debtors' estates with respect to the matters for which the Firm is to
be employed.

Basis for Relief

33. The Debtors submit that the retention of

Devlin Jensen under the terms

the Banptcy Code. Section

described herein is appropriate under sections 327 and 1107 of

68773..02\D_LA:200021. i

11

327(e) provides for the appointment of special counsel for a specific purose where the proposed

counel does not possess any interest adverse to the debtors with regard to the matter(s) that will

be handled by counsel. Section 327(e) states:

The trstee, with the court's approval, may employ, for a specified

special purose, other than to represent the trstee in conductig

the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

II D.S.C. 327(e). Moreover, section 1107(b) provides that "a person is not disqualified for
employment under section 327 of

this title by a debtor in possession solely because of such

the debtor before the commencement of

person's employment by or representation of

the case."

11 D.S.C. 1107(b).

34. Simply put~ section 327(e) of

the Banptcy Code authorizes the

retention of counsel who previously represented a debtor prepetition provided that: (a) the
appointment is in the best interest of

the debtor's estate, (b) counsel does not hold an interest

adverse to the estate with respect to the matter for which counsel is to be employed, and ( c) the

specified special purose for which counsel is being retained does not rise to the level of

conducting the banptcy case for the debtor in possession. See In re De Vlieg, Inc., 174 B.R.
497 (N.D. IlL. 1994). See also In re AroChem, 176 B.R. at 622 (noting that "where the interest of

the special counsel and the interest of the estate are identical with respect to the matter for which

special counsel is retained, there is no confict and the representation can stand") (emphasis in
origial). Each of

f,

these facts is satisfied with respect to the Debtors proposed retention and

employment of Devlin Jensen.

68773.o02\D_LA:200021.1

12

35. First, the employment and retention ofDevlIn Jensen is in the best Interest

of

the Debtors' estates. Devlin Jensen is famliar with facts and circumstaces concernng the

Canadian securities and banptcy laws.

36. Second, Devlin Jensen does not hold or represent any interest adverse to

the Debtors or the Debtors' estates with respect to the parcular matters for which it is to be
employed.
37. Finally, the specified special purose for which Devlin Jensen is to be

employed does not rise to the level of "conductig the chapter 11 cases" for the Debtors. The
special matters for which the Debtor seeks to retain the Firm involve only specialized Canadian
law issues, and the recognition, by the Canadian Cours of

the Orders made in these chapter 11

cases, as set fort herein. Moreover, the Debtors note that Pachulski Stag Ziehl & Jones LLP
("PSZ&J"), which the Debtors are seeking to retain a general banptcy counsel, and Devlin

Jensen, which the Debtors hope to retain as special Canadian counel, will play very different

roles in these chapter 11 caes because PSZ&J does not have any expertse in Canadian law and
Devlin Jensen has no expertse in U.S. banptcy law. Therefore, the Debtors' proposed
employment and retention of

Devlin Jensen as special counsel falls squarely withn the scope of

and purose for which Congress enacted section 327(e) of

the Banptcy Code.

38. Accordingly, the Debtors believe that the proposed retention ofDevlIn

Jensen as special counsel to the Debtors satisfies the standards of

section 327(e) and 1107 of

the

Banptcy Code.

68773-002\DOCS_LA:200D21.1

13

Notice
39. Notice of

this Motion has been given to the following paries or, in lieu

thereof, to its counsel, ifknown: (i) the Offce of

the United States Trustee; (ii) counel to the

Offcial Committee of

Unsecured Creditors appointed in these cases; (i) counel to the agents

for the Debtors' prepetition and postpetition secured lenders; and (iv) all other pares that have

fied a notice of appearance and demand for service of papers in these banptcy cases.
40. The Debtors submit that, in light of the natue of the relief

requested, no

other or fuher notice need be given.

WHREFORE~ the Debtors respectfully request that this Cour grant the

Application and such other and fuer relief as it deems just and proper under the circumstaces.

68773-002\DOCS_LA:20002 i. i

14

Dated: April 8, 2009

'- LLaur Davis Jones (DE Bar No. 2436)

Ira D. Kharasch (CA Bar No. 109084)

Scott E. McFarland (DE Bar No. 4184,

165391) Robert M. Saunders (CA Bar No. 226172)

James E. O'Neil (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648)
919 Nort Market Street, i 7tI Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4 i 00

Facsimile: 310/652-4400
Email: ijones~pszjiaw.com

ikharch~pszjiaw.com
smcfarland~pszjlaw.com rsaunders~pszjlaw.com joneil(pszjlaw.com

kmakowsk.~szjlaw.com
(Proposed) Counel for Debtors and Debtors in Possession,

~r

6877H02\DOCS_LA:200021.1

15

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRCT OF DELA WAR
In re:
) ) ) )
)
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et at., 1

Case No. 09-10785(KC) (Jointly Admistered)

Debtors.

Objection Deadline: April 24,200 at 4:00 p.m. (Eastern) Hearing Date: May 1,2009 at 1:00 p.m. (Eastern)

NOTICE OF APPLICATION OF THE DEBTOR PURUANT TO SECTION 327(E) OF THE BANUPTCY CODE, RULE 2014 OF THE FEDERA RULES OF BANKUPTCY PROCEDUR AN LOCAL RULE 2014-1 FOR AUTHORIZATION TO ElVLOY AND RETAI DEVLIN JENSEN
AS SPECIA CANADIAN COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUC PRO TUNC TO THE PETITION DATE
TO: (i) the Offce of

the United States Trustee; (ii) counsel to the Offcial Commttee of Unsecured Creditors appointed in these cases; (il) counsel to the agents for the Debtors'
prepetition and postpetition secured lenders; and (iv) all other paries that have fied a

notice of appearance and demand for servce of papers in these banptcy cases.

PLEASE TAK NOTICE that the above-captioned debtors and debtors in

possession (the "Debtors") filed the attached Debtors' Application Pursuant to Section 327(e) of
the Bankrptcy Code, Rule 2014 of

the Federal Rules olBankruptcy Procedure and Local Rule

2014-1 for Authorization to Employ and Retain Devlin Jensen as Special Canadian Counsellor

the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date (the "Application")
with the United States Banptcy Cour for the Distrct of

Delaware, 824 Nort Market Street,

Wilmington, Delaware 19801 (the "Banptcy Cour").

i The Debtors in these cases, along with the last four digits of each of the Debtor's federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Caneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC

(7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailng address for all of

the Debtors is 111 W. Ocea Boulevard, Suite 1240, Long Beach, CA.

68773-002\DS_LA:200021.1

PLEASE TAK FURTHR NOTICE that objections and responses to the

Application, if any, must be in wrtig and filed with the Banptcy Cour no later than 4:00
p.m. prevailng Eastern time on April 24, 2009.

PLEASE TAK FURTHER NOTICE that at the same time, you must also
serve a copy ofthe response or objection so that it is received not later than April

24, 2009, at

4:00 p.m., prevailng Eastern time, by (a) (proposed) counel to the Debtors, (1) Pachulski Stag

Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmigton, DE 19899~8705, Att:

Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones~pszjlaw.com and (2) Pachulski
Stang Ziehl & Jones LLP, 10100 Santa

Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100;

Att: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash~pszjlaw.com; (b) counsel to

the Lenders: Goldman Sachs (1) Bingham McCutchen, 399 Park Avenue, New York, NY

10022, Att: Jeffey Sabin, Esq.; Fax: 212-752-5378, e-mail:jeffey.sabin~bingham.com and

(2) Bingham McCutchen, One Federal Street, Bostn, MA 01221-1726, Att: Amy Kyle, Fax:
617-345-5001, e-mail: amy.kyle~bingham.com and Silver Point Finance: Skadden, Ars,
Slate, Meagher & Flom, LLP, 333 West Wacker Drve, Chicago, IL 60606-1285, Att: Seth

Jacobson, Esq.; Fax: 312-407-8511, e-mail: seth.jacobson~skadden.com and (c) the Offce of
the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207,

Lock Box 35, Wilmngton, Delaware 19801, Att: Joseph McMahon, Esq. and (d) counsel for
the Offcial Committee of

Unsecured Creditors (the "Committee"), Steptoe & Johnon LLP,

2121 Avenue ofthe Stars, 28th Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq.,

Fax: (310) 734-3173, e-mail: kpiper~steptoe.com.

68773-002\DOCS _LA:200021 . l

PLEASE TAK FURTHER NOTICE THAT IF OBCTIONS OR

RESPONSES AR TIMELY FILED AND SERVED IN-ACCORDANCE WITH THIS

NOTICE, A HEARG ON THE APPLICATION WILL BE HELD ON MAY 1,2009 AT 1:00

P.M. (pREVAILING EASTERN TIM) BEFORE THE HONORALE KEVI J. CARY,

UNITED STATES BANUPTCY COURT, 824 MAT STREET, FIFTH FLOOR,

COURTROOM NO. 5, WIMIGTON,

DELAWAR 19801

PLEASE TAK FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRAT THE RELIEF
REQUESTED BY THE APPLICATION WITHOUT FURTHR NOTICE OR HEARG.

Dated: April 8, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Laura Davis Jones (Bar o. 2436)

Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (Bar No. 4042)
Katheen P. Makowski (DE Bar No. 3648)

919 Nort Market Street, 17th Floor

P.O. Box 8705

Wilmgton, DE 19899-8705 (Courer 19801)

Telephone: (302) 652-4100
Facsimle: (302) 652-4400
Emai: IjonesCIpszilaw.com

ikharasch~pszjlaw .com smcfarlandpszjlaw.com rsaunders~ps~law.com

joneiI~pszjlaw.com kmakowskipszjlaw.com
(Proposed) Counel for the Debtors and Debtors in Possession

68773-002\DOCS_LA:20001. I

EXHIBIT A

Devli Jensen ~ Ritchie Clark Q.C.

Page 1 ofl

. .:.::;_"t

~ ". '. .1 .

": .

H.C. Ritchie Clark Q.C,

LitIgation

tlE.VL N

JEIl5EIl
lDi.i"Ii~Ml

Born, Toronto, OntarIo, JUly 10th, 1949 Honours B.A., R.oyal Miltary College of Canada, 1970

lLB, DalhousIe Unrverslty, 1973

Admitted Nove Scotia BarrIsters Sodety, February 1974

Admitted law SocIety of Brltlsh ColumbIa, September 1975

Director, Vancouver Bar Asociation, 1981-82

Queen's Counsel, February 1998

Since his call to the bar, Ritchie Clark has practIced exclusIvely as counsel, appearing frequently In illieveis of the Court of the Trial DivIsIon and Prvince of British Columbia, In the Federal COurt

Court of Appeal, the Provincial, Supreme or Divisional Court of Nova Scotia, Saskatchewan, Albert and Ontario and before the Supreme
Court of Canada. Mr. Clark has also appeared before an extensive

I1nge of regulatory trlbunals, inquIry commissions and dlsdpllne panels.

Over the course of his career, Mr. Clark has pleaded numerous Clses
In all areas of the law - civil, criminal and administrative. with some conslderable degree of emphasIs on commercial matters. Ritchie Is

wetl versed In both trial and appellate admlnlsttlve law. Mr. Clark has latterly developed a particular expertise and reputation as
Insolvem;y counsel and has been Involved In numerous well-known and seminal cases Involving recognlzatlon legislatIon, although his

practice remaIns that of general trial, appellate, and chambers

counsel. He was made a QUeen's Counsel

In 1998.

Mr. Clark Is married with four children and Is actIvely Involved In a

variety of community actIVties.

Mr. Clark CCn be contacted by emallngrclarklQdevlnjensen.com

htt://ww.devlinjensen.comlclark.htrl

06/04/2009

Devli Jensen - Katheen Machies

Page 1 of 1

securities, Corporate and Commercial.

o e. v l I N

Kathleen C. MacInnes

JEll ~ I! H
tJ'r"'h~ r. ltnli'iinra

Kathleen MacInnes Is a princIpal with Devlin Jensen and mem~r of

the firm's Corporate and Securities department.

Ms. MacInnes received her law degree from the University of British Columbia In 1993. She articled wIth Devlin Jensen from 1993.1994 and was called to the Bar of BritIsh ColumbIa In May of 1994.

Ms. MacInes' practice specIalizes In corporate and securities law,

with her clIents Including both public and private companies. Ms.

MacInnes has assIsted numerous clients In structring and completing IPOs, private placement flnandngs, public offrings,
mergers, acquisitions and RTOs ancl various other regulatory filings and applicatIons.

Ms. MacInnes has experience working with loc"i, national and

InternatIonal public comp"nies. In addition Ms. MacInnes has assistd private companies wIth asset pun;hase transacions, share purchase
trnsactIons, corporate structurIng and general maIntenance.

Ms. Macrnnes can be contacted by emalllng

kmaclnnes(id evllnjensen.com

htt://ww.devlinjensen.com/macines.htr

06/04/2009

EXHIBIT B

IN TH UNTED STATES BANUPTCY COURT

FOR THE NORTHERN DISTRICT OF GEORGIA

NEWNAN DMSION

Inre:
PACIFIC ENERGY RESOURCES LTD.,

Chapter 11

Jointly Admtered
Judge Drake

Case Nos. _ through_

Debtors.

AFFIDAVIT OF H.C. RITCllE CLAK, Q.C. IN SUPPORT OF MOTION OF DEBTORS TO RETAIN DEVLIN JENSEN AS CANADIA COUNSEL NUNC. PRO TUNC TO MACH 9, 2009
Pursuant to Rule 2014(a) of the Federal Rules of Banruptcy Procedure (the
"Banuptcy Rules"), H.C. Ritchie Clark Q.C., being duly sworn, deposes and says:
business

1. I am associate counsel with Devli Jensen, a law fim with a place of

at #2550 - 555 West Hastings Street, Vancouver, British Columbia. I am duly

authorized to make this Afdavit (the lIAfdavit") on behal of Devli Jensen. I

submit this Afdavit in support of the Motion of Pacifc Energy Resources Liited,
et. aI.. as debtors and debtors in possession herein (collectively, the "Debtors") to
retai Devli Jensen as Canadian Counsel in connection with these Chapter 11

cases nunc pro tunc to March 9, 2009 (the lIMotion"). The facts set forth in this Afdavit are personaly known to me and, if caled as a witness, I could and would
testi thereto.

2. The servces my fim proposes to render to the Debtors include the servces
described in the Motion.

~.

3. Because of Devli Jensen's experience and knowledge in providing servces of

-2.

the natue for which Devli Jensen1s retention is sought in connection with these

Chapter 11 cases, Devli Jensen is uniquely qualed to serve the Debtors in

connection with these Chapter 11 cases in an effcient and cost-effective manner. I

have provided substantially similar services in cases in a number of Canadian

jurisdictions.

4. Neither I, Devli Jensen, nor any principal of, associate of, or counsel to
Devlin Jensen represents any entity other than the Debtors in, or in connection

with, the Debtors! Chapter 11 cases.

5. Devli Jensen received a total of Canadian $103, 955.40 from certai of the

Debtors, in the 90 days prior to March 4, 2009 in payment for services rendered by
Devlin Jensen to such Debtors which is included in the sum of Canadian
$287,890.77 received in the year prior to March 4, 2009, for services rendered by

Devli Jensen to such Debtors.

6. To the best of my knowledge, information, and belief formed afer reasonable

inquir, other than in connection with this case, neither I nor Devli Jensen has any
connection with the Debtors' signcant creditors, the United States Trustee, or
other Interested Parties in these Chapter 11 cases, or their respective attorneys or

accountants, except that (a) Devli Jensen may have appeared from time to time in the past, and may appear in the future, in other cases or matters unrelated to the
Debtors or their Chapter 11 cases where one or more of such parties may have been
or may be involved; and (b) Devli ~ensen may have been retaied by certai
creditors and other Interested Paries or their attorneys, accountants, or
" " " ~.,

professionals in other cases or matters unrelated t9 the Debtors or their Chapter 11 cases, and as set forth in Paragraph 8 hereof.
7. Devlin Jensen has researched its client database to determine whether it has

any relationships with the following entities (collectively, the "Interested Partiest'):

- 3(a) the Debtors;

(b) the agent for and lenders in the Debtors' secured credit facilties;

(c) Debtors' non~debtor subsidiaries;

(d) the Debtors' offcers and diectors;

(e) the Debtors. accountants for the prior three years; and

(f) those other creditors and parties in interest listed on Attachment 1

hereto.
8. The identities of the Interested Partes were provided to Devli Jensen by

counsel for the Debtors and are lited on Attachment 1 hereto. My review of the

results of the search of our client database with regard to the Interested Parties,
along with my communications with my fellow lawyers at Devli Jensen indicates

that Devlin Jensen has not previously represented those entities, their parent
companes, subsidiaries or afates except for the Debtors, for whom Devli Jensen
.

has acted frequently. It also reveals that one of the Directors of the Debtors is

Patrck Devli, a former pricipal of Devli Jensen. Mr. Devlin has resigned as a
pricipal of

Devli Jensen, effective October 31, 2007, and there remain unresolved

iss.ues and disputes arising out of his resignation, which disputes have not
interfered with and are irrelevant to Devlin Jensen's representation of

the Debtors.

9. As part of its practice, Devli Jensen appears in cases, proceedigs, and

tranactions involvig many dierent attorneys, accountants, fiancial consultants,

and investment baners, which may include other professionals representing the
Debtors. Al of

the other cases, proceedigs and transactions in which professionals

representing the Debtors or other pars in interest are alo involved are totaly

unrelated to the Debtors and these Chapter 11 cases.

~

10. The Debtors have several creditors and paries in interest. I anticipate that a
review of Devli Jensen's cUent database with regard to al of the Debtors' creditors
and paries in interest might diclose that Devli Jensen previously represented

.4.
and/or currently represents one or more creditors or parties in interest. My review

of the results of the search of our client database and communcation with our
current attorneys indicates, however, that any such other representation of a

..

creditor or party in interest would have been or would be in connection with matters
totall unrelated to the Debtors or their Chapter 11 cases.

11. Despite the efforts described above to identif and disclose Devli Jensen's

connections with the Interested Partes, and because the Debtors are part of an

international enterprise with hundreds of creditors and other relationships, I am

unable to state with certaity that every client representation or connection has

been disclosed. In this regard, if I discover additional inormation that requies

disclosure, I wil fie a supplemental afdavit with the Cour as promptly as

possible.

12. To the best of my knowledge, information, and belief formed after reasonable

inquiy, neither I nor Devli Jensen holds or represents any interest adverse to the
Debtors' estates.

is. The Debtors have consented to the continued and future representation by
Devli Jensen of persons and entities .

who are creditors or parties in interest in

these Chapter 11 cases on matters unelated to the Debtors and these Chapter 11

cases, and has waived any confct that might otherwise exist as a result of such
other unrelated representations.
14. Subject to the Court's approval of the Motion, Devli Jensen wil earn and

receive only those fees and other payments authorized by this Court.

15. The current standard hourly rates of lawyers resident in Devli Jensen's
offce range from a low of Canadian One Hundred and Seventy Five (Cdn $175.00)

per hour for junior lawyers to as much as Canadian Four Hundred dollars (Cdn

- 5.
$400.00) per hour for certain senior lawyers, and the current standard hourly rates

of legal assistants and document clerks resident in Devli Jensen's offce range from
a low of Canadian Forty Five dollars (Cdn $45.00) per hour to a high of Canadian
One Hundred (Cdn $100.00) per hour. The fim's standard hourly rates are subject
to occasional adjustment.

16. No agreement or understandig in any form or guse exists between Devli

Jensen and any other person for a division of compensation for services rendered in

or in connection with these cases, and no such division of compensation prohibited

by Section 504 of the Banruptcy Code wi be made, except among pl'incipals of

Devli Jensen. Devlin Jensen has not shared or agreed to share any compensation

received in these cases with any entity other than its principals, counsel, and

associates. Accordingly, I bel ieve the proposed employment of Devli Jensen is appropriate under Section 327 of the Bankuptcy Code and is not prohibited by or
improper under Federal Rule of

Bankruptcy Procedure 5002. Devli Jensen and the

professionals it employs are qualed to represent the Debtors in the matters for

which Devli Jensen is proposed to be employed.

I declare under penalty of perjury pursuant to 28 U.S.C. i 746 that the

foregoing is true and correct.

SWORN BEFORE ME at the City

of Vancouver, in the P~ce of Bri ' h 9pumbia, this ~ day of

r7 9.

A missioner for t ng
JULIEN A DAWSON
Bsnoter & So!dror
SUITE iS5Q.S55 WEST HASTiNGS STRE~

Afdavits in and for the Province of British Columbia

VANCOUVER, B.C. V6S 4N5

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
1. Devlin Jensen, puruant to Rule 2016 of Procedure (the "Banptcy Rules") and section 329 of

FOR THE DISTRCT OF DELAWAR

Chapter i 1
)

PACIFIC ENERGY RESOURCES LTD., et gL 1 )

Case No. 09-10785(KC)

(Jointly Administered)

Debtors. )
)

STATEMENT UNER RULE 2016 OF THE FEDERA RULES OF BANKRUPTCY PROCEDURE AN SECTION 329 OF THE BANKRUPTCY CODE

the Federal Rules ofBanptcy

chapter 11 of title 11 of

the United States

Code as amended (the "Banptcy Code"), states that the undersigned is special counel to the

above-captioned debtors and debtors in possession (the "Debtors") in these chapter 11 cases.

2. The services to be rendered include all those services set fort in the
Applicationfor an Order Under Section 327(e) of the Bankruptcy Code, Rule 2014 of

the

Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and
Retention of Devlin Jensen as Special Canadian Counsel to the Debtors and Debtors in

Possession (the "Application"). 2

3. Compensation agreed to be paid by the Debtors to Devlin Jensen is for

legal services to be rendered in connection with these chapter 11 cases by Devlin Jensen as

special Canadian securities and insolvency counsel to PERL. The Debtors have agreed to pay

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

the Debtor's federal ta identification

number, are: Pacific Energy Resources Ltd. (3442); Petroea! Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (ta LD. # not available); Caneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all ofthe Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA.
2 Capitalized terms not otherwise defined herein, shall have the meanings ascribed to them in the Application.

68773-002\DS_LA:200021.1

Devlin Jensen for the legal services rendered in connection with its representation of

the

Debtors' on an hourly basis as set fort in the Application and in the Affidavit ofH.C. Ritchie
Clark, Q.C. in Support of

the Application. The Debtors also have agreed to reimbure Devlin

Jensen for its actual and necessar expenses incured in connection with its representation of
PERL.
4. Devli Jensen has received payments durg the yea prior to the fiing of

these chapter 11 cases in the amoiit of

approximately $287.890.77 (Canadian) from PERL in

PERL and in the ordinar coure of

connection with its pre-pettion representation of

business of

PERL.
5. Devlin Jensen will seek approval of

payment of compensation upon the

filig of appropriate applications for allowance of interi or fial compensation pursuant to

sections 330 and 331 of the Banptcy Code, the Bantcy Rules, the Local Rules of
Banptcy Practice and Procedure of

the United States Banptcy Cour for the Distrct of

Delaware, and Orders of ths Cour.

68773-002\DS_LA:200021.1

._-_..... _.._-----_._----------_.-_._... _.. --..-.' _.._.... .._------_..__.......-. ...~. "--- ..~_....-

6. Devli Jensen fuer states that it .has neither shared nor agreed to share
(a) any compensation it has received or may receive with another par or person or (b) any

compensation another person or par has received or may receive.

Dated: April.. 2009

Devli Jensen

Barsters and Solicitors P.O. Box 12077

Suite 2550 - 555 West Hatigs Street

Vancouver. Be Canada V6B 4N5

Telephone: 604-684.2550 Fax: 604-684-0916
Email: rclark~devlinjensen.com

(proposed) Special Canadian Counsel for the

Debtors and Debtors in Possession

68773.0D2\DOCS_LA:2000il. i

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

Inre:
PACIFIC ENERGY RESOURCES LTD., et f:1
Debtors.

) ) ) )
)

Chapter 1 i

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

Re: Docket No.

ORDER UNER 327(E) OF THE BANUPTCY CODE AUTHORIZING THE EMPLOYMNT AND RETENTION OF DEVLIN JENSEN AS SPECIA CANADIA
COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION
Upon the application (the "Application"i of

the above captioned debtors and

debtors in possession (the "Debtors"), seeking authonzation to employ and retain Devlin
Jensen as special Canadian counsel for the Debtors; and upon the Statement Under Rule 2016
and Banptcy Code Section 329 (the "Statement") and the Affdavit ofH.C. Ritchie Clark,
Q.C. in Support of

the Application (the "Clark Affdavit"), which is anexed to the

Application; and the Cour being satisfied, based upon the representations made in the

Application, the Statement and the Clark Afdavit that Devlin Jensen represents or holds no
interest adverse to the Debtors or the Debtors' estte with respect to the matters upon which
it is to be engaged, and is disinterested as that term is defined under section 101 (14) ofthe
Banptcy Code, as modified by section 11 07(b) of

the Banptcy Code, and that the

the Debtors and the

employment of

Devlin Jensen is necessar and is in the best interests of

The Debtors in these cases, along with the last four digits of each of the Debtor's federal ta identification
number, are: Pacific Energy Resources Ltd. (3442); Petroeal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (ta I.D. # not available); Caneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA. 2 Capitalized terms, unless otherwise defined herein, shall have the meaings ascribed to them in the Application.

68773.Q02\DS_LA:200021.1

Debtors' estates; and it appearing that the Cour has jursdiction to consider the Application;
and it appearing that due notice of the Application has been given and no fuer notice need
be given; and upon the proceeings before the Cour; and afer due deliberation and good and

suffcient cause appearing; it is fuer

ORDERED that the Application is GRATED; and it is fuer
ORDERED that pursuant to section 327(e) of

the Banptcy Code, the

Debtors are authorized to employ and retain Devlin Jensen as special Canadian counsel to

PERL on the terms set forth in the Application, the Statement and the Clark Affdavit, nunc

pro tunc to the Petition date; and it is fuer

ORDERED that Devlin Jensen shall file applications for compensation for
i
work pedormed on an hourly basis in accordance with sections 330 and 331 of

the

Banptcy Code, applicable Federal Rules of

Banptcy Procedure, local rules of

the Cour

and such other procedures as may be fixed by a furter order of

the Cour; and it is fuer

ORDERED that nothing in this Order shall be deemed to affect any and all
rights that the Offcial Committee of

Unsecured Creditors or any par-in-interest may have

to seek avoidance, pursuant to Chapter 5 of the Banptcy Code, of any prepetition

payments made by the Debtors to the Firm, and all such rights are hereby expressly
preserved.

Dated: May _, 2009

The Honorable Kevi J. Carey

Chief

United States Banptcy Judge

68773-O2\DS_LA:200021. I

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
list in the manner indicated:

FOR THE DISTRICT OF DELAWARE

Chapter 1 1

)
)

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

Debtors. )
I, James E. O'Neil, Esquire, hereby certify that on the 8th day of April

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

CERTIFICATE OF SERVICE
2009, I

caused a copy of the following document to be served on the individuals on the attached service

NOTICE OF APPLICATION OF THE DEBTOR PURSUANT TO SECTION 327(E) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN DEVLIN JENSEN AS SPECIAL CANADIAN COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNCTO THE PETITION DATE;
APPLICATION OF THE DEBTOR PURSUANT TO SECTION 327(E) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN DEVLIN JENSEN AS SPECIAL CANADIAN COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNCTO THE PETITION DATE;
(PROPOSED) ORDER UNDER 327(E) OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF DEVLIN JENSEN AS SPECIAL CANADIAN COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION.

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); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

6.8773-001 \DOCS_DE: 146924.1

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785
Document No. 145745

11 - Hand Delivery 35 - First Class Mail

02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for the Debtors and Debtors in Possession) Ian S. Fredericks, Esquire Skadden Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899
Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

((Proposed) Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles ((Proposed) Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotia E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A Citzens Ban Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899
Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spah Andrews & Ingersoll, LLP 919 N. Market Street, 1 ih Floor Wilmington, DE 19801

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito 1. DiMaio 230 N. Market Street

Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

One Commerce Center 1201 N. Orange St., ih Floor Wilmington, DE 19801

Hand Delivery (Offcial Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

First Class Mail

Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220
Secretary of

First Class Mail

Attn: Insolvency

District Director Internal Revenue Service

31 Hopkins Plaza, Room 1 150

13 13 Market Street

Wilmington, DE 19899
Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

Baltimore, MD 21201

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114-0326

First Class Mail

Attn: Insolvency Internal Revenue Service 1352 Marows Road, 2nd Floor
Newark, DE 19711-5445

Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Offce 3 World Financial Center, Suite 400 New York, NY 10281-1022

Wilmington, DE 1980 I

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0001

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Offce of General Counsel-Banptcy
100 F Street, N .E.

First Class Mail

Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903

Washington, DC 20549

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 445 1ih Street, S.W. Washington, DC 20554

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire

Skadden, Ars, Slate, Meagher & Flom, LLP 333 West Wacker Drive
Chicago, IL 60606- 1 285

First Class Mail

POLLARD WlRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

California Franchise Tax Board
Banptcy, BE MSA 345

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221 -1726

P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

First Class Mail First Class Mail

SWEPI LP

(Counsel for Union Oil Company of California, a California Corporation)

Cabot Christianson, Esquire

P.O. Box 576 Houston, TX 77001-0576

Christianson & Spraker

911 West 8th Avenue, Suite 201

First Class Mail

Noble Energy, Inc.

Anchorage, AK 99501

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Linda Lautigar

Banptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin)

JohI J. Haris, Esquire

Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

First Class Mail

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
Jodie E. Buchman, Esquire

First Class Mail

Goldman Sachs E&P Capital Attn: John K. Howie 1000 Louisiana, Suite 550 Houston, Texas 77002

DLA Piper LLP (US)

6225 Smith Avenue

Baltimore, MD 21209

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

Greenwich, CT 06830

First Class Mail

Seth E. Jacobson, Esquire L. Byron Vance III, Esquire
Skadden, Ars, Slate, Meagher & Flom LLP

First Class Mail

(Official Committee of

333 West Wacker Drive, Suite 2100 Chicago, IL 60606

Unsecured

First Class Mail (Counsel to United States Deparment of

Interior, including the Minerals
Management Service)

Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103

E. Kathleen Shahan, Esquire U.S. Department of Justice 1 100 L Street, NW Washington, D.C. 20005

First Class Mail

(Official Committee of

Unsecured

Creditors)
Filberto Agusti, Esquire

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spah Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103

Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(Official Committee of

Unsecured

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

First Class Mail

(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

Dorsey & Whtney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc.

510 Burard Street, 3rd Floor Vancouver, BC V6C 3B9