TN

THE I.JNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

Chapter I I )

PACIFIC ENERGY RESOURCES LTD., et al.,t

Debtors.

) ) ) )

Case No, 09-10785(KJC)

(Jointly Administered)

Refated to Docket

Nt. I t

Afl

ORDER GRANTING DEBTORS' MOTION TO APPROVE SETTLEMENT OF ALASKA ADVERSARY AND TO AUTHORIZE PAYMENT
Upon consideration of the motion (the ,.Motion")2 of the captioned debtors and debtors in possession (the "Debtors"), seeking entry of an order under sections 363) of the Bankruptcy Code and Rule 9019 of the Bankruptcy Rules (i) authorizing and approving the compromise and settlement between the Debtor Parties and the ORRI Parties as set forth in the
Settlement Agreement

(ii) authorizing the Debtors to pay alt ORRI Holders the 6RRI Amounts

as set forth herein and in the Settlement Agreement, less any amounts deducted for legal fees as

approved by this Court pursuant to any order granting the Common Fund Motion; and it
appearing that the relief requested is in the best interests of the Debtors' estates and creditors;

The Debtors in these cases, along with the last fourdigits of each ofthe Debtors,federal tax are: Pacific Energy Resources Ltd. Qa42'y; Petrocal Acquisition corp. (6249); pacific identification Energy Alaska Holdings, LLC (tax l.D. # not availabte); cameros Acquisition corp. (sgoe); pacific Energy Alaska operating LLC (7021); San Pedro Bav Pipelinecompany (18$;carneros energy, rn". is+tzl; and Gotland oit, Inc. (5463). The mailing address for all of the Debtors is l I I w. ocean Boulevard, 3uite li+0, Long Beach, cA 90g02.

number'

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

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and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. $$ 157 and
1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. $$ 1408

and 1409; and adequate notice of the Motion having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby:

ORDERED that the Motion is granted; and it is further ORDERED that the Settlement Agreement is hereby approved; and it is further ORDERED that the Debtors are hereby authorized to take whatever actions are
reasonable and necessary to implement the Settlement Agreement; and it is further

ORDERED that the Debtors are hereby authorized to pay to RDI for distribution to all ORRI Holders the ORRI Amounts as set forth in the Motion and in the Sefflement
Agreement, less any amounts deducted for legal fees as may be approved by this Court pursuant

to any order granting the Common Fund Motion; and it is further ORDERED that the payment to RDI for distribution to the ORRI Holders thE ORRI Amounts as set forth in the Motion and in the Settlement Agreement, less any amounts
deducted for legal fees as may be approved by this Court pursuant to any order granting the

Common Fund Motion, shall be deemed payment in full of all amounts due from the Debtors or
any one bf them to the ORRI Holders on account of their ORRI that accrued from January 2009 through September 13,2009; and it is further

l,

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ORDERED that this Court shall retain jurisdiction to hear and determine all
matters arising from the implementation of this Order; and iJjs further

Dated:

o""*u"rf ,2009
J. Carey

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0865.2