In Re:) : Debtors.)
In Re:) : Debtors.)
In Re:) : Debtors.)
In re: )
Debtors. ))
CERTIFICATION OF COUNSEL WITH RESPECT TO ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS
NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORSIN-POSSESSION NUNC PRO TUNC TO THE PETITION DATE
On April 14,2009, Pacific Energy Resources Ltd, et al. (the "Debtors") fied the
Debtors' Application for Order Authorizing the Employment and Retention of Meyers Norris
Penny LLP ("MNP '') as Auditors the Debtors-In-Possession Nunc Pro Tunc to the Petition Date
In response thereto, the Court and the U.S. Trustee (the "Trustee") provided
informal comments. The Debtors have resolved the concerns of
and have revised the language in the proposed order. A copy of the revised proposed order is attached hereto as Exhibit A, which has been agreed to by the parties. A blackline copy of the
order showing changes from the version fied with the Application is attached hereto as Exhibit
B.
The Debtors respectfully request that the Court enter the a:ttached form of
,
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 Coip. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Coip. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company the Debtors is 111 W. Ocean (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite 1240, Long Beach, CA 90802.
OOOOI-OOI\DOCS_DE: 148769. 1
Should the Court have any questions regarding the proposed revised order, the
Scotta E. McFarland (D ar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172)
James E. O'Neil (DE Bar No. 4042)
Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 310/652-4400
Email: ljones~pszjlaw.com
joneil~pszjlaw.com
kmakowski~pszjlaw.com
Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
EXHIBIT A
OOOOI-OOI\DOCS_DE: 148769. 1
In re: )
) )
Debtors. )
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORS-INPOSSESSION NUNC PRO TUNC TO THE PETITION DATE
Upon the application (the "Application,,)2 of the Debtors for an order, pursuant to section
327(a) of the Bankptcy Code and Fed.R.Bank.P. 2014(a), authorizing the employment and
retention of Meyers Norris Penny LLP ("MNP") as auditors the Debtors, as more fully set forth
in the Application; and upon consideration of the Revised Affidavit of Jason Tuffs, a partner of
MNP (Docket No. 355) (the "Tuffs Affidavit"); and the Court having jurisdiction to consider the
Application and the relief
due and proper notice of the Application having been given, and it appearing that no other or
further notice need be provided; and the Court having determined that (i) MN holds no interest
adverse to the Debtors or the Debtors' estates with respect to the matters upon which it is to be
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 111W.OceanBoulevard,Suite1240,LongBeach,CA
90802.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.
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DOCS_DE: 146934.3
engaged, (ii) MN is a "disinterested person" as that term is defined under section 101(14) of
the
employment is necessary and in the best interest of the Debtors' estates, their creditors and other
parties-in-interest; and after due deliberation and suffcient cause appearing therefor, it is hereby
ORDERED that the Application is granted as provided herein; and it is further
ORDERED that the Debtors' employment and retention ofMN as auditors is approved
pursuant to section 327(a) of the Bankptcy Code on the terms as requested in the Application,
the November 14, 2008 engagement letter (the "Engagement Letter") (as modified herein) and
the Tuffs Affdavit; effective as of the Petition Date; and it is further
ORDERED that MN shall apply for compensation for services rendered and
reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331
of the Bankptcy Code, applicable Federal Rules of Bankptcy Procedure, Local Bankptcy
Rules for the District of Delaware, guidelines established by the office of the United States
Trustee, and such other procedures as may be established by this Court; and it is further
ORDERED that nothing in this Order shall be deemed to affect any and all rights that the
Offcial Committee of
pursuant to Chapter 5 of the Bankptcy Code, of any prepetition payments made by the Debtors
to MNP, and all such rights are hereby expressly preserved.
2
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DOCS_DE:146934.3
ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from or relating to the implementation of
this Order.
3
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DOCS_DE:
146934.3
EXHIBIT B
In re: )
Upon the application (the "Application,,)2 of
) )
Debtors. )
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF MEYERS NORRS PENNY LLP AS AUDITORS TO THE DEBTORS AND DEBTORS-INPOSSESSION NUNC PRO TUNC TO THE PETITION DATE
the Debtors for an order, pursuant to section
327(a) of the Bankptcy Code and Fed.R.Bank.P. 2014(a), authorizing the employment and
retention of Meyers Norris Penny LLP ("MN") as auditors the Debtors, as more fully set forth
in the Application; and upon consideration of the Revised Affdavit of Jason Tuffs, a partner of
MNP (Docket No 355) (the "Tuffs Affdavit"), a copy of'.vhich is attached to the Application as
Exhibit i\; and the Court having jurisdiction to consider the Application and the relief requested
therein in accordance with 28 U.S.C. 157 and 1334; and due and proper notice of the
Application having been given, and it appearing that no other or fuher notice need be provided;
and the Court having determined that (i) MN holds no interest adverse to the Debtors or the
Debtors' estates with respect to the matters upon which it is to be engaged, (ii) MN is a
"disinterested person" as that term is defined under section 101(14) of the Bankptcy Code, as
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 ILL W.OceanBoulevard,Suite l240,LongBeach,CA
90802.
2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.
K&E 10924757.17
DOCS_DE:l41469343
modified by section 1l07(b) of the Bankptcy Code and that (iii) MN's employment is
necessary and in the best interest of the Debtors' estates, their creditors and other parties-in-
interest; and after due deliberation and suffcient cause appearing therefor, it is hereby
ORDERED that the Application is granted in its entiretyas provided herein; and it is
further
ORDERED that the Debtors' employment and retention ofMNP as auditors is approved
pursuant to section 327(a) of the Bankptcy Code on the terms as requested in the Application,
the November 14, 2008 engagement letter (the "Engagement Letter") (as modified herein) and
the Tuffs Affdavit; effective as of the Petition Date; and it is further
ORDERED that MN shall apply for compensation for services rendered and
reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331
of the Bankptcy Code, applicable Federal Rules of Bankptcy Procedure, Local Bankptcy
Rules for the District of Delaware, guidelines established by the office of the United States
Trustee, and such other procedures as may be established by this Court; and it is further
ORDERED that nothing in this Order shall be deemed to affect any and all rights that the
Official Committee of Unsecured Creditors or any part-in-interest mav have to seek avoidance
pursuant to Chapter 5 of the Bankrutcy Code of any prepetition pavments made by the Debtors
to MNP and all such rights are hereby expressly preserved.
2
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3
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ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from or relating to the implementation of this Order.
4
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