IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: Chapter 11 PACIFIC ENERGY RESOURCES LTD.

et al., Debtors. [Re: Docket No. 15] COOK INLET REGION, INC.S JOINDER TO MMS AND MEDEMA FAMILY TRUST'S RESPONSE TO DEBTORS EMERGENCY MOTION TO PAY OR HONOR PRE-PETITION AND POST-PETITION OBLIGATIONS TO ROYALTY INTERESTS Cook Inlet Region, Inc. (CIRI) hereby joins in the Mineral Management Services and Medema Family Trusts Responses to Debtors Emergency Motion to Pay or Honor Pre-peition and Post-petition Obligations to Royalty Interests. (Docket Nos 126 and 151) and states as follows:
1.

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

CIRI supports the Debtors motion for authority to pay royalty interests, but

any discretion in deciding which royalty interests are to be paid should be deniedthere can be no discretion by the Debtors to pay-over someone elses property.
2.

CIRI is the owner of approximately 807 acres of on-shore land near Cook

Inlet, Alaska, designated as Federal Lease A-035017. This land is currently leased to Pacific Energy Alaska Operating LLC (PEAO). Additionally, CIRI holds a 12.5% base royalty interest in any gas or oil produced by PEAO on the property. Currently, there is production from two gas wells located on the leased land, which are described as West Forelands #1 and West Forelands #2. CIRIs interest is superior to any and all overriding royalty interests, and it is not subject to any production costs.

3.

PEAO has listed pre-petition royalty payments of $52,660.54 due CIRI

related to West Forlands #1 and #2. CIRI is also due post-petition royalty payments for gas production from these wells in an unknown amount. 1
4.

It is CIRIs understanding that most if not all gas produced from these wells

is shipped to PEAOs Kuskatan Production Facility, and it is used to generate power at PEAOs Ospry and West McArthur River offshore oil platforms. It is further CIRIs understanding that none of this gas is used to generate power for production in the Trading Bay Field or Trading Bay Unit that would be subject to this courts earlier Order on Union Oil Company of Californias Motion for Relief from Automatic Stay. 2
5.

While an objection to the payment of pre-petition base royalty interests has

been asserted by the Unsecured Creditors Committee, no objection to the payment of post-petition base royalty interests has been raised, and those payments should be ordered to commence immediately in accordance with the normal course calculation and payment methodology.
6.

It is CIRIs position that the proceeds generated from its pre-petition and

post-petition royalty interests are not property of PEAOs estate, and that any amounts due must be immediately paid to CIRI, given that the gas (and proceeds) are CIRI property. Any pre-petition proceeds related to CIRIs base royalty interests are proceeds held in trust by PEAO for the benefit of CIRI. At a minimum, any proceeds held by
1 The monthly amount due CIRI on its 12.5% royalty interest is calculated by the Minerals Management Service (MMS), who also holds an interests in production from these wells. CIRI has not been provided with the MMS reports for post-petition production that would enable it to determine the amount of its post-petition claim. 2 All rights are reserved if this assumption proves false.

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PEAO would be subject to application of the lowest intermediate balance test to enable CIRI to trace its money. CIRI reserves the right to make further arguments as the facts become more fully known.

Dated: May 12, 2009

DORSEY & WHITNEY (DELAWARE) LLP

By: /s/ Robert W. Mallard Eric Lopez Schnabel, Esq. (DE # 3672) Robert W. Mallard, Esq. (DE # 4279) 1105 N. Market Street, Suite 1600 Wilmington, DE 19801 Tel: (302) 425-7171 Fax: (302) 425-7177 Counsel for Cook Inlet Region, Inc.

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4822-1301-8883\1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ______________________________________ In re: ) Chapter 11 ) PACIFIC ENERGY RESOURCES LTD., et al., ) Case No. 09-10785 (KJC) ) Debtors. ) (Jointly Administered) ) _____________________________________ ) ) CERTIFICATE OF SERVICE I, Robert W. Mallard, Esq., hereby certify that on the 12th of May, 2009, Cook Inlet Region, Inc.s Joinder To MMS And Medema Family Trust's Response To Debtors Emergency Motion To Pay Or Honor Pre-Petition And Post-Petition Obligations To Royalty Interests was served upon the following parties via hand delivery or first class mail.

James E. O'Neill Kathleen P. Makowski Laura Davis Jones Scotta Edelen McFarland Pachulski Stang Ziehl & Jones LLP 919 N. Market Street 17th Floor Wilmington, DE 19801 David B. Stratton James C. Carignan Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 Market Street Wilmington, DE 19801 Francis J. Lawall Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103

United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE 19899-0035 Filiberto Agusti Steven Reed Joshua Taylor Steptoe & Johnson LLP 1330 Connecticut Aveue NW Washington, DC 10036 Robbin Itkin Katherine Piper Kelly Frazier Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

Dated: May 12, 2009

DORSEY & WHITNEY (DELAWARE) LLP /s/ Robert W. Mallard Robert W. Mallard (DE Bar No. 4279) 1105 North Market Street (16th Floor) Wilmington, Delaware 19801 Counsel for Cook Inlet Region, Inc.