IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

Case No. 09-10785 (KJC)

(Jointly Administered)
Hearing Date: April 8, 2009 at 11 :00 a.m. Objection Deadline: April 1,2009 at 4:00 p.m.

APPLICA TION OF THE DEBTORS PURSUANT TO SECTION 327(A) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN SCHULLY, ROBERTS, SLATTERY & MARINO, PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtors and debtors in possession (the "Debtors") hereby

seek entry of an order pursuant to section 327(a) of title 11 of the United States Code (the

"Bankruptcy Code"), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the
"Bankuptcy Rules") and Rule 2014-1 of the Local Rules of the United States Bankptcy
Court for the District of Delaware (the "Local Rules" or "DeL. Bank. LR") authorizing the
Debtors' retention and employment of Schully, Roberts, Slattery & Marino PLC ("SRSM" or
the "Firm") as special oil and gas and transactional counsel for the Debtors nunc pro tunc to the

Petition Date (the "Application"). In support of the Application, the Debtors rely on (i) the
) 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 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 mailing address
for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

02 i 0685a 2795 srsm speciaIcounselapplication.doc

Statement Under Rule 2016 of

the Federal Rules of Bankruptcy Procedure and Section 329 of

the Bankruptcy Code, and (ii) the Affdavit of Anthony C. Marino in Support of Application of
the Debtors Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Federal

Rules of Bankruptcy Procedure and Local Rule 2014-1 for Authorization to Employ and
Retain Schully, Roberts, Slattery & Marino P LC as Special Oil and Gas and Transactional

Counsel Nunc Pro Tunc to the Petition Date (the "Marino Affidavit"), which are being

submitted concurently with the Application. In support of this Application, the Debtors
respectfully represent as follows:

Jurisdiction
1. This Cour has jurisdiction over this Motion pursuant to 28 US.C. 157 and 1334.

This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court
pursuant to 28 US.C. 1408 and 1409.

2. The statutory bases for the relief sought herein are sections 327(a), 330 and 331 of
the Bankruptcy Code and Bankptcy Rule 2014(a).
Backe:round
3. The Debtors commenced these Cases by each filing a voluntary petition on the

date hereof (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 pursuant to

sections 1107(a) and 1108 of the Bankuptcy Code. No request has been made for the
appointment of a trustee or an examiner in this case, and no official committee has yet been
appointed by the US. Trustee.

02 i 0685a 2795 srsm speciaIcounselapplication.doc

4. The Debtors are a group of independent energy companes engaged in the

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

The Debtors' intent is to provide the operational focus necessary to their properties to exploit
their full potential, and are focused on applying their extensive engineering, operating, geologic,
and geophysical expertise to provide significant proved reserve and production growth.
5. The Debtors' current oil and gas assets are located offshore near California

and principally offshore in Alaska. The Debtors acquired their current oil and gas assets in
transactions occurng in the fourh quarer of 2006 and during 2007, and their existing secured debt

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

the underlying crude oil produced, in addition to the level of production. Their combined revenue

for 2008 was approximately $226.2 milion.

6. The general factual background relating to the Debtors' commencement of these

chapter 11 cases is set forth in detail in the Affdavit of Gerald A. Tywoniuk, Chief Financial

Offcer of the Debtors, in Support of First Day Motions (the "Affidavit") filed
contemporaneously with this Motion and incorporated herein by reference.

Relief Requested
7. By this Application, the Debtors seek to employ and retain SRSM as their special oil

and gas and transactional counsel with regard to the fiing and prosecution of these chapter 11

cases and all related proceedings. Accordingly, the Debtors respectfully request entry of an order

pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule

2014-1 authorizing them to employ and retain SRSM as their bankruptcy counsel under a

02 I 0685a 2795 srsm specialcounselapplication.doc

general retainer to perform the legal services that wil be necessary during these chapter 11
cases, pursuant to the terms set forth in the Application and the Marino Affidavit, nunc pro tunc
to the Petition Date.
8. The Debtors seek to retain SRSM as their oil and gas and transactional counsel

because of the Firm's extensive experience and knowledge in the field of oil and gas law and
associated regulatory matters, oil and gas acquisitions and divestitures, oil and gas title, oil and

gas litigation, and oil and gas bankruptcy and reorganizations under chapter 11 of the
Bankptcy Code and because of the Firm's expertise, experience and knowledge practicing
before this Court. In preparng for its representation of

the Debtors in this case and in Debtors' oil

and gas business, SRSM has become familiar with the Debtors' business and affairs and many of
the potential legal issues which may arse in the context of

these chapter 11 cases.

9. Subject to Court approval in accordance with section 330(a) of the Bankruptcy

Code, compensation wil be payable to SRSM on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges incurred by SRSM. The principal attorneys and
paralegals presently designated to represent the Debtors and their curent standard hourly rates, as of

Januar 1, 2009, are:

a.

Anthony C. Marino

$450.00 $385.00 $300.00 $250.00 $225.00

b.
c.

Herman E. Garner, Jr.

Lynn G. Wolf
Kathleen L. Doody
Emile Dreuil, III

d.
e.

02 I 0685a 2795 srsm speciaIcounselapplication.doc

f.

Diane M. Castle

$200.00 $220.00

g.

Joan G. Seelman

10. The hourly rates set forth above are subject to periodic adjustments to reflect
economic and other conditions. Other attorneys and paralegals may from time to time serve the
Debtors in connection with the matters described herein.
11. The hourly rates set forth above are SRSM's standard hourly rates for work of

this

nature. These rates are set at a level designed to fairly compensate SRSM for the work of its

attorneys and paralegals and to cover fixed and routine overhead expenses. It is SRSM's policy
to charge its clients in all areas of practice for all other expenses incurred in connection with the

client's case. The expenses charged to clients include, among other things, conference call
charges, mail and express mail charges, special or hand delivery charges, document retrieval

charges, photocopying charges, charges for mailing supplies (including, without limitation,
envelopes and labels) provided by SRSM to outside copying services for use in mass mailings,
travel expenses, expenses for "working meals," computerized research, and transcription costs, as

well as non-ordinar overhead expenses such as secretarial and other overtime. SRSM wil
charge the Debtors for these expenses in a maner and at rates consistent with charges made

generally to SRSM's other clients and the rules and requirements of this Cour. SRSM
believes that it is fairer to charge these expenses to the clients incurring them than to increase
the hourly rates and spread the expenses among all clients.
12. The professional services that SRSM will render to the Debtors includes, but
shall not be limited to, the following:

02 I 0685a 2795 srsm speciaIcounselapplication.doc

a. providing legal advice with respect to the Debtors' powers and duties as
debtors in possession in the continued operation of their businesses and

management of their oil and gas properties;

b. negotiating and effecting on behalf of the Debtors necessar regulatory

agreements relative to the continuing operation and management of Debtors'

oil and gas properties;
c. negotiating and effecting potential assignments or sale of the Debtor's assets

in order to protect the interests of the Debtors;

d. general oil and gas representation and oil and gas title opinion advice;

e. oil and gas title advice;

f. oil and gas litigation advice; and

g. pedorming all other oil and gas-related legal services for the Debtors that

may be necessary and proper in these proceedings.

13. To the best of the Debtors' knowledge, except as otherwise disclosed in the

Marno Affdavit submitted concurently herewith, SRSM has not represented the Debtors' creditors,

equity securty holders, or any other parties in interest, or their respective attorneys, in any matter
relating to the Debtors or their estates.
14. To the best of the Debtors' knowledge, SRSM does not hold or represent any

interest adverse to the Debtors' estates, SRSM is a "disinterested person" as that phrase is defined

in section 101(14) of the Banruptcy Code, and SRSM's employment is necessary and in the
best interests of the Debtors and their estates.

02 I 0685a 2795 srsm specialcounselapplication.doc

15. During the approximately one year period from March 1, 2008 to the Petition

Date, SRSM has received payments from the Debtors in connection with its legal representation
of Debtors of approximately $1,238,176.07, including approximately payments of $62,385.50

received in March 2008 pre-petition). SRSM is current as of the Petition Date, but has not yet
completed a final reconciliation of its pre-petition fees and expenses as of the Petition Date. The
Firm was given a retainer by the Debtors on Februar 5, 2009, in the amount of $100,000, to be
applied against biled and unbiled fees. Upon final reconciliation of the amount actually expended

pre-petition, any balance remaining from the pre-petition payments to the Firm wil be credited to

the Debtors and utilized as SRSM's retainer to apply to post-petition fees and expenses pursuant
to the compensation procedures approved by this Court and the Bankruptcy Code.

16. The Debtors understand that SRSM hereafter intends to apply to the Cour for

allowances of compensation and reimbursement of expenses in accordance with the

applicable provisions of the Bankptcy Code, the Bankruptcy Rules, the Local Rules and orders
of this Court for all services performed and expenses incurred after the Petition Date.

17. The Debtors, subject to the provisions of the Banptcy Code, the Banptcy
Riles, the Local Rules and fuher orders of

this Cour, propose to pay SRSM its customar hourly

rates for services rendered that are in effect from time to time, as set forth above and in the Marino

Affidavit, and to reimburse SRSM according to its customar reimbursement policies, and submit

that such rates are reasonable.

Notice

18. Notice of this Application has been given to the following parties or, in lieu

02 I 0685a 2795 srsm speciaIcounselapplication.doc

thereof, to their cowiel, if

known: (i) the Offce of the United States Trustee; and () the Debtors'

pre-pettion and post-pettion seced lender. Followig the firs day heang in these caes, ths
Applicaon will be sered on (a) creditors holdig the th larges wicued clai agait the
Debtors or thei legal counel (if known); and (b) those persons who have requested notice

purant to Ru1e 2002 of

light of

the natue of

the relief

. . .
the Federa Ru1es of

Banptcy Procedure. The Debtors submit tht, in

requested, no other or fuer notice need be given.

No Prior Request

19. No prior request for the relief sought in ths Application has been made to ths
Cour or any other cour.
WHEREFORE, the Debtors resectflly request that the Cour grant the Application in

all respects, and grt other and fuer reliefit deem just and proper.
Dated: March _, 2009.

Pacific Energy Resource Ltd., on behalf of itself and

Affated Debtors and Debtors in Possession

Gerald A. T oniuk
Chef Fin anci

.L

a: Offcer

02 i .0685a2795 .ST.specaIcounselapplication

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

) ) )

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

Deadline for Objections: April 1,2009 at 4:00 p.m. prevailng Eastern time Hearing Date: April 8, 2009 at II :00 a.m. prevailing Eastern time

NOTICE OF APPLICATION OF DEBTORS PURSUANT TO SECTION 327(A) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN SCHULLY, ROBERTS, SLATTERY & MARINO, PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE
TO: (a) the Office of the United States Trustee for the District of Delaware; (b) the creditors holding the thirty-five (35) largest unsecured claims against the Debtors' estates (on a consolidated basis); (c) the Debtors' pre-petition and post-petition lenders or their counsel and (d) all parties who have requested notice pursuant to Bankruptcy Rule 2002

PLEASE TAKE NOTICE that on March 19,2009, the debtors and debtors-inpossession (collectively, the "Debtors") in the above-captioned case have fied the attached
Application of Debtors Pursuant to Section 327(a) of the Bankptcy Code, Rule 2014 of

the

Federal Rules of

Banptcy Procedure and Local Rule 2014-1 for Authorization to Employ and

Retain Schully, Roberts, Slattery & Marino, PLC ("Schully") as Special Oil and Gas and
Transactional Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition
Date (the "Application") with the Clerk of

the United States Bankuptcy Court for the District 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 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 the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. mailing address for all of

Delaware. The Application seeks to employ and retain Schully as special oil and gas and
transactional counsel under a general retainer to perform the legal services necessary in these
chapter 11 cases.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Application must be filed on or before April

1, 2009 at 4:00 p.m. prevailng Eastern Time.

Objections or other responses to the Application, if any, must also be served so

that they are received not later than April

1, 2009 at 4:00 p.m. prevailng Eastern time, by: (a)

(proposed) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market

Street, 1 ih Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-

4400, e-mail: liones(qpszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa
Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-

201-0760, e-mail: ikharash(qpszilaw.com; (b) counsel to the Lenders: Goldman Sachs (1)

Bingham McCutchen, 399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax:
212-752-5378, e-mail: ieffrey.sabin(qbingham.com and (2) Bingham McCutchen, One Federal

Street, Boston, MA 01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail:

amy.kylebingham.com and Silver Point Finance: Skadden, Arps, Slate, Meagher & Flom,

LLP, 333 West Wacker Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312407-8511, e-mail: seth.iacobson(qskadden.com and (c) the Office of

the United States Trustee,

J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington,

Delaware 19801, Attn: Joseph McMahon, Esq.

A HEARING ON THE APPLICATION WILL BE HELD BEFORE THE

HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT,

824 MARKT STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON,

DELAWARE 19801 ON APRIL 8, 2009 AT 11 :00 A.M. PREVAILING EASTERN TIME.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE
COURT MAY APPROVE THE APPLICA nON WITHOUT FURTHER NOTICE OR

HEARING.
Dated: March 19, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

Lau a Davis 0 es (DE Ba o. 436)

Ira . Kharasch (CA B o. 10 084) Scotta E. McFarland (D 0.4184, 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: liones(qpszilaw.com

ikharasch(qpszi law.com smcfarland(qpszi law.com

rsaunders(qpszi law .com
i oneil

(qpszi law .com

kmakowski(qpszi law. com

(Proposed) Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-00I\DOCS_DE: 146180. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

Chapter i i

PACIFIC ENERGY RESOURCES LTD., et al., i

Case No. 09- i 0785 (KJC)

(Jointly Administered)
Debtors.

AFFIDAVIT OF ANTHONY C. MARINO IN SUPPORT OF APPLICATION OF THE DEBTORS PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE, RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 FOR AUTHORIZATION TO EMPLOY AND RETAIN SCHULL Y, ROBERTS, SLATTERY & MARINO PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS TO THE PETITION DATE
AND DEBTORS IN POSSESSION NUNC PRO TUNC

I, ANTHONY C. MARINO, ESQUIRE, being duly sworn, depose and say:

i. I am a shareholder in the law firm of Schully, Roberts, Slattery & Marino PLC

("SRSM" or the "Firm"), located at i i 00 Poydras Street, Suite i 800, New Orleans,
Louisiana 70 i 63, and have been duly admitted to practice law in the State of Louisiana, the

United States District Cour for the Eastern District of Louisiana, the United States District Court

for the Middle District of Louisiana, the United States District Cour for the Western District of
Louisiana, and the United States Cour of Appeals for the Fifth Circuit. This Affidavit is submitted
in support of the Application of the Debtors Pursuant to Section 327(a) of

the Bankruptcy Code,

Rule 2014 of

the Federal Rules o/Bankruptcy Procedure and Local Rule 2014-1 for Authorization

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); Petroca! Acquisition Corp. (6249); Pacific Energy Alaska Holdings,

LLC (tax 1.0. # 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 I I 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

02 i 0684a 2795 srsm affdavitspecial counsel application.doc

to Employ and Retain Schully, Roberts, Slattery & Marino P LC as Special Oil and Gas and

Transactional Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petiton
Date (the "Application"), which is being submitted concurrently herewith.
2. Neither I, the Firm, nor any shareholder, of counselor associate thereof, insofar

as I have been able to ascertain, has any connection with the above-captioned debtors (the

"Debtors"), their creditors or any other paries in interest herein, or their respective attorneys,
except as set forth below.
3. The Debtors have and wil retain various professionals during the pendency

of these cases. The Debtors may retain other professionals after the date of the fiing of their

chapter i i petitions (the "Petition Date"). The Firm may previously have worked with and

wil continue to work with some of such professionals on varous representations, at times
representing the same paries and at other times representing parties with similar interests or

parties with adverse interests.

4. SRSM first represented the Debtors in March of 2006 and has provided
representation to the Debtors in connection with the following practice areas and matters,

among others:
a. providing legal advice with respect to the Debtors' powers and duties as
debtors in possession in the continued operation of their businesses and

management of their oil and gas properties;

b. negotiating and effecting on behalf of the Debtors necessar regulatory

agreements relative to the continuing operation and management of Debtors'

oil and gas properties;

02 i 0684a 2795 srsm affdavitspecial counsel application.doc

c. negotiating and effecting potential assignents or sale of

the Debtors' assets

in order to protect the interests of the Debtors;

d. general oil and gas representation and oil and gas title opinion advice;

e. oil and gas tite advice;

f. oil and gas litigation advice; and

g. performing all other oil and gas-related legal services for the Debtors that

may be necessary and proper in these proceedings.

5. To my knowledge, the Firm does not represent or hold any interest adverse to the
Debtors or their estates with respects to the matters on which it is to be engaged.
6. In matters that are now closed/terminated, which were also unrelated to the Debtors

and which were relatively small matters for the Firm, the Firm had represented.
7. The Firm is a "disinterested person" as that term is defined in section 101(14) of

title 11 of the United States Code (the "Banptcy Code") in that the Firm, its shareholders, of
counsel and associates:
a. are not creditors, equity securty holders or insiders of any ofthe Debtors;

b. are not and were not, within 2 years before the date of the fiing of the

petitions, a director, offcer or employee of any of the Debtors; and

c. do not have an interest materially adverse to the interest of the estates or

of any class of creditors or equity securty holders, by reason of any direct

or indirect relationship to, connection with, or interest in, the Debtors, or

for any other reason.

8. The Firm has received payments from the Debtors during the year prior to the

Petition Date in the amount of$1,238,176.07. The Firm is current as of

the Petition Date, but

02 i 0684a 2795 srsm affdavitspecial counsel application.doc

has not yet completed a final reconciliation as of the Petition Date. The Firm was given a retainer

by the Debtors on Februar 5, 2009, in the amount of $100,000, to be applied against biled and

unbiled fees. Upon final reconciliation of the amount actually expended pre-petition, any balance
remaining from the payments to the Firm will be credited to the Debtors and utilized as the Firm's

retainer to apply to post-petition fees and expenses pursuant to the compensation procedures
approved by this Court.

9. The Firm and certain of its shareholders of counsel and associates may have in the
past represented, and may currently represent and likely in the future wil represent creditors of the
Debtors in connection with matters unrelated to the Debtors and these cases. At this time, the Firm

is not aware of such representations, except as disclosed above. The Firm wil be in a position to
identify with specificity any such persons or entities when lists of all creditors of the Debtors have
been reviewed and will make any fuher disclosures as may be appropriate at that time.
i o. The Firm intends to apply for compensation for professional services rendered in

connection with these chapter 11 cases, subject to approval of this Court and in compliance with
applicable provisions of

the Bankrptcy Code, on an hourly basis, plus reimbursement of actual,

necessary expenses and other charges incurred by the Firm. The principal attorneys and
paralegals presently designated to represent the Debtors and their current standard hourly rates, as of

January i, 2009, are:

a.

Anthony C. Marino

$450.00

b.
c.
d.

Herman E. Gamer, Jr.

$385.00 $300.00 $250.00

$225.00

Lynn G. Wolf
Kathleen L. Doody
Emile Dreuil, III

e.

02 i 0684a 2795 srsm affdavitspecial counsel application.doc

f.

Diane M. Castle

$200.00
$220.00

g.

Joan G. Seelman

1 1. The hourly rates set forth above are subject to periodic adjustments to reflect
economic and other conditions. Other attorneys and paralegals may from time to time serve the
Debtors in connection with the matters described herein.
12. The hourly rates set forth above are the Firm's standard hourly rates for work of
this natue. These rates are set at a level designed to fairly compensate the Firm for the work of

its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the Firm's
policy to charge its clients in all areas of practice for all other expenses incurred in connection
with the client's case. The expenses charged to clients include, among other things, conference
call charges, mail and express mail charges, special or hand delivery charges, document

retrieval charges, photocopying charges, charges for mailing supplies (including, without
limitation, envelopes and labels) provided by the Firm to outside copying services for use in
mass mailings, travel expenses, expenses for "working meals," computerized research, and

transcription costs, as well as non-ordinary overhead expenses such as secretarial and other

overtime. The Firm will charge the Debtors for these expenses in a manner and at rates

consistent with charges made generally to the Firm's other clients and the rules and
requirements of this Court. The Firm believes that it is fairer to charge these expenses to the

clients incurring them than to increase the hourly rates and spread the expenses among all
clients.

13. No promises have been received by the Firm or by any shareholder, of counsel
or associate thereof as to compensation in connection with this case other than in accordance

with the provisions of the Bankptcy Code. The Firm has no agreement with any other entity
02 i 0684a 2795 srsm affdavitspecial counsel application.doc

to shae with such entity any compenation received by the Fin in coecon with ths
chapte i 1 cae, except among shaeholder, of counl and asciates of the Fir.

Date: March \1' . 2009

~/

~'

Anthon C. Maro

State of Louisiana )

Parsh of Orea )
Subscned and swom to befor me on th \"~daY of

March 2009, by ANONY C.

MAO, proved to be on the basis of satiory evdence to be the peron who appe
before me.

~~~L-

~ t-. f) ~#
WISES:

. Name:3M1e:R A /J, h'5I~ /Anthony C. Maro

Pnnt e: E. MIS GiH A. -i/2~ i?

PrI~~l~
l- QA \~'Z()
ota Pu .

I i

en'\ CofTf"i~OyJ ~~i~'

021 .06a.2795.srafdavtspeal counsel iilicaon

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et aI., i )

Case No. 09-10785 (KJC)

(Jointly Administered)
Related Docket No.

Debtors. )
)

ORDER UNDER SECTION 327(a) OF THE BANKRUPTCY CODE AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND LOCAL RULE 2014-1 AUTHORIZING THE EMPLOYMENT AND RETENTION OF SCHULLY, ROBERTS, SLATTERY & MARINO PLC AS SPECIAL OIL AND GAS AND TRANSACTIONAL COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the "Application") of the above-captioned debtors and debtors in

possession (the "Debtors"), seeking authorization to employ and retain Schully, Roberts,
Slattery & Marino PLC ("SRSM" or the "Firm") as counsel for the Debtors; and upon (i) the
Statement Under Rule 2016 of

the Federal Rules of Bankruptcy Procedure and Section 329 of

the Bankruptcy Code (the "Statement"), and (ii) the Affdavit of Anthony C. Marino in Support of
Application of the Debtors Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of

the

Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 for Authorization to Employ and
Retain Schully, Roberts, Slattery & Marino P LC as Special Oil and Gas and Transactional

representations made in the Application, the Statement and the Marino Affidavit that SRSM
represents or holds no interest adverse to the Debtors or the Debtors' estates with respect to the
matters upon which it is to be engaged, and is disinterested as that term is defined under section
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 J.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 mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Application.

02 i 0687a 2795 app order.

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101(14) of

the Bankruptcy Code, as modified by section 1107(b) of

the Bankruptcy Code, and

that the employment of SRSM is necessary and in the best interests of the Debtors and the
Debtors' estates; and it appearing that the Court has jurisdiction to consider the Application;

and it appearing that due notice of the Application has been given and no further notice need
be given; and upon the proceedings before the Cour; and after due deliberation and good and

sufficient cause appearing; it is ORDERED that the Application is granted; and it is further

ORDERED that pursuant to section 327(a) of the Bankruptcy Code, the Debtors are
authorized to employ and retain the Firm as counsel, effective nunc pro tunc to the Petition Date,
on the terms set forth in the Application, the Statement and the Marino Affidavit; and it is

fuher
ORDERED that the Firm shall fie applications and be compensated in accordance
with sections 330 and 331 of

the Banptcy Code, the Banptcy Rules, the Local Rules, and

such other procedures as may be fixed by order of this Court.

Dated:

.2009

The Honorable Kevin J. Carey Chief United States Bankruptcy Judge

02 i 0687a 2795 app order.

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IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF

FOR THE DISTRICT OF DELA WARE

Chapter i i
)

PACIFIC ENERGY RESOURCES LTD., et al., i )

Case No. 09- i 0785 (KJC)

Debtors. )
DELAWARE )
) ss:

(Jointly Administered)

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she
is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the Debtors in

the above-captioned action, and that on the i 9th day of March, 2009 she caused a copy of the

following document(s) to be served upon the parties on the attached service lists in the manner
indicated:

Notice and Application of Debtors to Retain Schully, Roberts, Slattery & Marino, PLC as Special Oil and Gas and Transactional Counsel for the Debtors

tU~ ,
DEBRA L. YOUNG NOTARY PUBLIC

Notary Public
Commission Exp.:

STATE OF DELAWARE

My commision expires July 18.20

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 J.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 mailing address for all of

the Debtors is III W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. 2002 Overnight Service List

Case No. 09-10785
Document No. 145901

06 - Hand Delivery
22 - Express Mail
41 - Overnight Delivery

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

02 - FOREIGN Overnight Delivery

((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 Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

Hand Delivery (Counsel for 1. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th 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

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

Express Mail
Secretary of State Division of Corporations
Franchise Tax

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

P.O. Box 7040 Dover, DE 19903

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

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

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

Express Mail
(Top 35 Creditor)

Express Mail
(Top 35 Creditor)

Cook Inlet Region Inc. P.O. Box 93330 Anchorage, AK 99509-3330

General Petroleum P.O. Box 31001-1235

Pasadena, CA 911 10-1235

Express Mail
(Top 35 Creditor)

Express Mail
(Top 35 Creditor) Universal Sodexho P.O. Box 843753 Dallas, TX 75284-3753

The Industrial Company P.O. Box 17544 Denver, CO 80217-0544

Express Mail
(Top 35 Creditor)

Express Mail
Blue Shield of California Sherrie Russo P.O. Box 629014 El Dorado Hils, CA 95762-9014

R&T Pacific Associates P.O. Box 90155 Long Beach, CA 90809-0155

Express Mail
(Top 35 Creditor)

Express Mail
(Top 35 Creditor)

Prudential P.O. Box 856138

Louisvile, KY 40285

Wilson PO BOX 200822 DALLAS, TX 75320-0822

Express Mail
(Top 35 Creditor)

Express Mail
(Top 3 5 Creditor)
Sulzer Pumps (US) Inc.

CISPRI P.O. Box 7314 Nikiski, AK 99635

P.O. BOX 404609 Atlanta, GA 30384-4609

Express Mail
Pollard Wireline

P.O. BOX 1360

Kenai, AK 9961 1

Express Mail
(Top 35 Creditor)

Landmark Square Co. LLC

Attn: Paula Culp

Express Mail
California Franchise Tax Board
Banptcy, BE MSA 345

P.O. Box 56798 Los Angeles, CA 90074-6798

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

Express Mail
(Top 35 Creditor)

Express Mail
SWEPI LP

The O'Brien's Group Inc P.O. Box 8500 Philadelphia, PA 19178-2591

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

Overnight Delivery

Express Mail
(Top 35 Creditor) TSX Inc. P.O. Box 421
Toronto, Ontario M5X 112

Attn: Insolvency

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201
Overnight Delivery Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

Canada

Express Mail
(Top 35 Creditor) Bateman & Co. P.O. Box 792
Cayman Islands, KY-1301

Express Mail
Linda Lautigar Bankuptcy Coordinator MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

Overnight Delivery Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022 Overnight Delivery Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Banptcy 100 F Street, N.E. Washington, DC 20549 Overnight Delivery Matthew Berry, Esquire Office of General Counsel Federal Communications Commission 445 1th Street, S.W. Washington, DC 20554 Overnight Delivery Office of the General Counsel Pension Benefit Guaranty Corp
1200 K. Street, N. W.

Express Mail
Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 241 16 Tempe, AZ 85285

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

Washington, DC 20005-4026
Overnight Delivery
(Top 35 Creditor)

Forest Oil Corporation 707 17 h St., Ste. 3600 Denver, CO 80202

Overnight Delivery
(Top 35 Creditor)

Marathon Oil Company 14194 Collection Ctr. Dr Chicago, IL 60693

Overnight Delivery (Top 35 Creditor) Occidental Petroleum Barbara Zimmerman 111 West Ocean Blvd., Suite 800 Long Beach, CA 90802

Overnight Delivery (Top 3 5 Creditor) Whale Building, LLC 4000 W. Diamond Blvd. Suite 240 Anchorage, AK 99502 Overnight Delivery (Top 35 Creditor) John Guzman Crane 24824 Seagrove Ave. Wilmington, CA 90744 Overnight Delivery (Top 35 Creditor) South Coast Air Quality 21865 Copley Drive Diamond Bar, CA 91765

Overnight Delivery
(Top 35 Creditor) Energy Capital Solutions

2651 N. Starwood

Ste.410 Dallas, TX 75201

Overnight Delivery (Top 35 Creditor) Digitel Data Joint 1081 1 Westview Cir Dr
Suite 100 Bldg C

Overnight Delivery (Top 35 Creditor)

National Oilwell

10330 Old Seward Hwy Anchorage, AK 99515

Houston, TX 77043-2739
Overnight Delivery (Top 35 Creditor) AFCO Robert J. Ratner, Esquire 1 10 Wiliam Street, 29th Floor New York, NY 10038-3901 Overnight Delivery (Top 35 Creditor) A & E Welding
14011 Anderson ST.

Overnight Delivery (Top 35 Creditor) Cameron Surface Systems 10330 Old Seward Hwy Anchorage, AK 99515 Overnight Delivery (Top 35 Creditor) ESS Support Services 201 Post Road Anchorage, AK 99501 Overnight Delivery (Top 35 Creditor) XTO Energy 810 Houston Street Fort Worth, TX 76102-6298

Paramount, CA 90723

Overnight Delivery
(Top 35 Creditor)

Overnight Delivery
Noble Energy, Inc.

Marine Preservation 8777 N Gainey Ctr Dr Scottsdale, AZ 85258

Overnight Delivery
(Top 35 Creditor)

100 Glenborough, Suite 100 Houston, TX 77067

Coffman Engineers 800 F Street Anchorage, AK 99501

Overnight Delivery (Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire

Skadden, Arps, Slate, Meagher & Flom, LLP 333 West Wacker Drive
Chicago,IL 60606-1285

Overnight Delivery
(Top 35 Creditor)

Udelhoven Oilfield System 184 E. 53rd Avenue Anchorage, AK 99518

Overnight Delivery (Counsel to Goldman Sachs) Jeffrey Sabin, Esquire

Bingham McCutchen

Overnight Delivery
(Top 35 Creditor)

Bakersfield Pipe & Supply 2530 Palm Drive

399 Park Avenue New York, NY 10022

Signal Hil, CA 90755

Overnight Delivery
(Top 35 Creditor)

PETROS
3075 Walnut Ave.

Long Beach, CA 90807

Overnight Delivery
(Top 35 Creditor) B. O.P. Products, LLC
9118 Sweetbrush Drive

Overnight Delivery (Counsel to Goldman Sachs) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221 - 1 726

Overnight Delivery (Top 35 Creditor)

Beecher Carlson

Houston, TX 77064- 1 415

Attn: Adam Meyerowitz 2002 Summit Blvd, Suite 900 Atlanta, GA 30319
Overnight Delivery (Counsel for Union Oil Company of California, a California Corporation)
Cabot Christianson, Esquire

Overnight Delivery Chevron Oil Company

Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

Christianson & Spraker

Overnight Delivery Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311 - 11 64

911 West 8th Avenue, Suite 201

Anchorage, AK 99501

Overnight Delivery MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004
Overnight Delivery Goldman Sachs E&P Capital Attn: John K. Howie 1000 Louisiana, Suite 550
Houston, Texas 77002

Foreign Overnight Delivery

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc. 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

Overnight Delivery SPCP Group, L.L.C.

Two Greenwich Plaza, 1 st Floor

Greenwich, CT 06830

Overnight Delivery
Seth E. Jacobson, Esquire

L. Byron Vance III, Esquire

Skadden, Ars, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100 Chicago, IL 60606

Overnight Delivery (Counsel to United States Deparment of Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005
Foreign Overnight Delivery 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