IN THE UNITED STATES BANKRUPTCY

COURT FOR THE DISTRICT OF DELA WARE

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

Chapter 11

) ) ) )

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

Deadline for Objections: August 25, 2009 at 4:00 p.m. prevailng Eastern time

Hearing Date: September 1,2009 at 1 :00 p.m. prevailng Eastern time

APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS 105(a), 327(a), 328, AND 330 OF THE BANKRUPTCY CODE AND RULES 2014 AND 2016 OF THE BANKRUPTCY RULES FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY, AND COMPENSATE LOEB & LOEB AS SPECIAL TAX COUNSEL. NUNC PRO TUNC TO JUNE 26. 2009
The above-captioned debtors and debtors in possession (the "Debtors") move the Court for

entry of an order authorizing the Debtors to employ and compensate the law firm of Loeb &

Loeb LLP ("Loeb") as special tax counsel (the "Application") nunc pro tunc to June 26, 2009.
In support of

this Application, the Debtors respectfully state as follows:

Jurisdiction
i. Ths Cour has jursdiction over the Application pursuat 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
Cour pursuant to 28 US.C. 1408 and 1409.

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 mailng address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

NY789556.2 666666-66666

2. The statutory bases for the relief sought herein are sections 105(a), 327(e), 328,
and 330 oftitle 11 of

the United States Code (the "Banptcy Code").

Back!!round

3. On March 9, 2009 (the "Petition Date"), the Debtors commenced these cases by

filing voluntary petitions for relief under chapter 11 of the Banptcy Code.

4. The Debtors have continued in the possession of

their propert and have continued to

operate and manage their business as debtors in possession pursuant to sections 11 07(a) and

1108 of the Bankptcy Code.

5. No trustee or examiner has been appointed in any ofthe Debtors' chapter 11 cases.

On March 19,2009, the United States Trustee appointed the Official Committee of

Unsecured

Creditors.
these chapter

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

11 cases is set forth in detail in the Affdavit of Gerry Tywoniuk, Chief Financial Offcer of the
Debtors, in Support of

First Day Motions fied on March 9, 2009 (Docket No.2), which is

incorporated herein by reference.

7. By this Application, the Debtors seek entry of an order pursuant to sections 327(a),

328 and 330 of

the Bankuptcy Code and Banptcy Rules 2014(a) and 2016 authorizing the

Debtors to retain and employ Loeb & Loeb LLP ("Loeb") as special counsel to handle tax matters, nunc pro tunc to June 26, 2009.

8. Specifically, the Debtors request authority to employ and retain Loeb to render

legal services relating to tax matters affecting the Debtors' reorganization options and exit

NY789556.2 666666-66666

strategies. The services to be provided by Loeb are thus necessary and critical and wil enable
the Debtors to assess the tax implications of the various reorganization strategies that the Debtors are formulating in their efforts to maximize recoveries for all of their stakeholders.

9. By this Application, the Debtors seek to employ and retain Loeb in a limited

capacity with respect to the tax matters described above because of

Loeb's recognized expertise

and extensive knowledge of

tax matters, whether in or out of chapter 11 business

reorganizations. Loeb has become intimately familiar with the Debtors' complex financing

and business in general, as well as many of the tax issues that wil be implicated in
connection with the Debtors' reorganization strategies. Loeb is thus both well qualified and

uniquely able to represent the Debtors as special tax counsel in an efficient and timely manner.
10. Based upon the foregoing, and subject to fuer order of the Cour, the Debtors

request authority to employ and retain Loeb as special tax counsel to perform the limited tax

services described above.

11. Loeb understands that the Debtors have retained and may retain additional
professionals during the term of the engagement and agrees to work cooperatively with such

professionals to integrate any respective work conducted by the professionals on behalf of the
Debtors. Loeb has assured the Debtors that it wil work closely with each of

the firms retained

by the Debtors to take care not to duplicate their efforts in these chapter 11 cases.
12. The Debtors believe that it is crucial that Loeb be retained as special tax counsel

given Loeb's knowledge and experience with the various tax issues that it is being engaged to
undertake, which services shall not be provided by any other professional retained in these cases.
If the Court does not authorize the Debtors' employment and retention of

Loeb in their chapter

NY789556.2 666666-66666

11 cases, the Debtors, their estates and all parties in interest would be prejudiced by the time and

related expense for other counsel to familarize themselves with the matters described herein, as
the Debtors would have to retain alternative counsel to undertake this necessary engagement.
13. Moreover, Loeb will not otherwse render any services with respect to the

administration oft~e Debtors' chapter 11 cases absent separate application to the Court.

14. Loeb's hourly rates are set at a level designed to fairly compensate Loeb for the
work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly
rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, Loeb's current hourly rates for matters related to these
chapter 11 cases range as follows:
Biling Category

Range
$650 - $925 $500

Partners Associates

Paraprofessionals

$195 - $375

15. The following professionals are presently expected to have primary responsibility
for providing services to the Debtors: Thomas Lawson ($650), Alan 1. Tar ($825) and Steven Gove ($500). In addition, from time to time, other Loeb professionals and paraprofessionals
may provide services to the Debtors.
practice for identifiable, non-

16. It is Loeb's policy to charge its clients in all areas of

overhead expenses incurred in connection with the client's case that would not have been
incurred except for representation of

that paricular client. It is also Loeb's policy to charge its

clients only the amount actually incurred by Loeb in connection with such items. Examples of

NY789556.2 666666-66666

such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer assisted legal research, photocopying, airfare, meals and lodging.

17. Loeb wil apply to the Court for payment of compensation and reimbursement of

expenses in accordance with the procedures set forth in the applicable provisions of the

Bankuptcy Code, the Bankptcy Rules, the U.S. Trustee Guidelines, the Administrative Order
Under 11 U.S.C. 105(a) and 331 Establishing Procedures For Interim Compensation and Expense Reimbursement of Professionals and Committee Members entered in these cases, and

any other applicable orders or procedures established by the Court. Loeb wil submit with its fee
applications detailed daily time entries for each individual providing services in one-tenth (.10)

hour increments, explaining the services provided as well as a categorized summary of

disbursements and expenses for which Loeb is seeking reimbursement.
18. As set forth in the Disclosure Declaration of Alan 1. Tarr (the "Tarr Declaration"),

pursuant to Bankptcy Rule 2016(b) Loeb has not shared, nor agreed to share, (a) any
compensation it has received or may receive with another party or person, other than with the
parners, associates and contract attorneys associated with Loeb or (b) any compensation another
person or party has received or may receive.

19. To the best of

the Debtors' knowledge, and as set forth in the Tar Declaration,

the members, counsel and associates of Loeb do not have any connection with or any interest
adverse to the Debtors, their creditors, or any other party in interest, including any shareholders holding 4% or more ownership interest in the Debtors, or the Debtors' attorneys and accountants
with respect to any matters on which Loeb is to be engaged. However, some of

the attorneys at

Loeb may be public shareholders of the Debtors, holding de minimus stock ownership interests

NY789556.2 666666-66666

of

the Debtors. None of

the attorneys at Loeb are members of

the Debtors' Board of

Directors,

are offcers or are otherwise in any way in control of

the Debtors. Additionally, and as set forth

in the Tarr Declaration, neither Loeb nor any attorney at the firm holds or represents any interest adverse to the estates with respect to the tax matters on which Loeb is to be retained.
20. The Debtors and their estates will be well served by authorizing the retention of

Loeb because of such professional's understanding of the Debtors and their operations and
Loeb's extensive expertise in tax matters generally, including in connection with corporate
reorganizations and debt rstrcturing. Loeb's retention is critical and necessary to the Debtors'
efforts to maximize recoveries, wil not duplicate the services provided by any of

the Debtors'

other counsel retained in these chapter 11 cases and thus is in the best interest of all of Debtors' stakeholders.

Notice
21. Notice of

this Application has been given to the following parties or, in lieu
known: (i) the Office of

thereof, to their counsel, if

the United States Trustee; (ii) the Debtors'

pre-petition and post-petition lenders; (iii) counsel for the Official Committee of Unsecured

Creditors; (iv) the fee auditor appointed in these cases and (v) those persons who have requested
notice pursuant to Rule 2002 of the Federal Rules of

Bankptcy Procedure. The Debtors submit

that, in light of the nature of the relief requested, no other or further notice need be given.

Waiver of Memorandum of Points and Authorities

22. The Debtors respectflly request that ths Cour treat this Application as a wrtten

memorandum of points and authorities or waive any requirement that this Application be

accompanied by a written memorandum of points and authorities as described in Local

Banptcy Rule 9013-1(G).

NY789556.2 666666-66666

No Prior Reauest
23. No prior request for the relief sought in this Application has been made to this
Court or any other court.

WHREFORE, the Debtors respectfuly request that ths Cour enter an order,

substantially in the form attached hereto, granting the relief requested herein and such other ant
further relief as this Cour deems appropriate.

Dated: August it 2009

PACHULSKI STANG ZIEBI, & JONES LLP

avis Jones (Bar No. 2436)

a . Kharasch (CA Bar No. 109084)

c tta E. McFarland (DE Bar No. 4184,

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

James E. O'Neil (Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 Nort Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100

Facsimile: (302) 652-4400

Email: lionesCIpszilaw.com

ikaraschCszilaw.com smcfarlandCIszilaw.com
rsaundersCszilaw.com 'ioneilCszilaw.com
kmakowskiCszi law. com

Counsel for the Debtors and Debtors in Possession

NY789556.2 666666-66666

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

) )

Debtors. )

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

Deadline for Objections: August 25, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: September 1,2009 at 1 :00 p.m. prevailng Eastern time

NOTICE OF APPLICATION OF DEBTORS PURSUANT TO SECTIONS 105(a), 327(a), 328 and 330 OF THE BANKRUPTCY CODE AND RULES 2014 AND 2016 OF THE BANKRUPTCY RULES FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY AND COMPENSATE LOEB & LOEB AS SPECIAL TAX COUNSEL, NUNC PRO TUNC TO JUNE 26. 2009
TO: (a) the Office of

Delaware; (b) counsel for the Unsecured creditors; (c) the Debtors' pre-petition and post-petition lenders or their counsel; (d) the fee auditor and (e) all paries who have requested notice pursuant to Banruptcy Rule 2002
the United States Trustee for the District of Official Committee of

PLEASE TAKE NOTICE that on August 11,2009, the debtors and debtors-inpossession (collectively, the "Debtors") in the above-captioned case have fied the attached
Application of Debtors Pursuant to Sections 105(a), 327(a), 328 and 330 of

the Bankruptcy Code

and Rules 2014 and 2016 of the Banptcy Rules for an Order Authorizing the Debtors to

Retain, Employ and Compensate Loeb & Loeb ("Loeb") as Special Tax Counsel, Nunc Pro Tunc
to June 26, 2009 (the "Application") with the Clerk of

the United States Banptcy Court for

the District of Delaware. The Application seeks to employ and retain Loeb as special tax
counsel under a general retainer to perform the legal services necessary in these chapter 11 cases.
the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska
i The Debtors in these cases, along with the last four digits of each of

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 1 i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Application must be filed on or before August 25, 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 August 25, 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~pszilaw.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~pszilaw.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~bingham.com and (2) Bingham McCutchen, One Federal

Street, Boston, MA 01221-1726, Attn: 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 Drive, Chicago, IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312407-8511, e-mail: seth.iacobson~skadden.com and (c) the Office of

the United States Trustee,

1. 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 MARKET STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON,

DELAWARE 19801 ON SEPTEMBER 1,2009 AT 1:00 P.M. PREVAILING EASTERN

TIME.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE

COURT MAY APPROVE THE APPLICATION WITHOUT FURTHER NOTICE OR

HEARIG.
Dated: August 11, 2009

PACHULSKI STANG ZIEHL & JONES LLP

avis Jones (DE Bar No. 2436)

a . Kharasch (CA Bar No.1 09084)

c tta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) obert 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~pszilaw.com

ikharasch~pszilaw.com smcfarland~pszilaw.com
rsaunders~pszi law.com

ioneil~pszilaw.com kmakowski~pszilaw.com
Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.

68773-002\DOCS _DE: i 5 i 907. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE
In re:
) Chapter I I

) Case No. 09- 09- 1 0785(KJC)

PACIFIC ENERGY RESOURCES L TO..

ef al.. i

) (.ointly Administered)
) )

Debtors.

DISCLOSURE DECLARATION OF ALAN J. T ARR IN SUPPORT OF APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS 327(a), 328, AND 330 OF THE BANKRUPTCY CODE AND RULES 2014 AND 2016 OF THE BANKRUPTCY RULES FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY, AND COMPENSATE LOEB & LOEB LLP AS SPECIAL TAX COllNSEL, NUNC PRO TUNC TO .JUNE 26, 2009

STATE OF NL:W YORK )

) ss:

COUNTY OF NEW YORK )

J, Alan J. TaIT. hereby declare that the following is true to the best of my

knowledge. information and belief:

i. I am a member of the law tirm of Loeb & Locb LLP (the "Loeb") which

maintains offces at 345 Park Avenue. New York. New Yark 11054. I submit this
Declaration in support of the Application Of

The Debtors Pursuant To Sections 105(A),

327(a), 328. And 330 Of

The Bankruptcy Code And Rules 2014 and 2016 Of

The

Bankruptcy Rules For An Order Authorizing The Debtors To Retain, Employ, And

Compensate Locb & Loeb LLP As Special Tax Counsel Nunc Pro Tunc 10 June 26.1009

i The Debtors in ihese cases. along with ihe last four digits of each of the Debtor's federal lax
identification number. are: Pacitic Energy Resources Ltd. (3442); Petraea

i Acquisition Corp. (6249);

Pacific Energy Alaska Holdings. LLC (lax I.D. # nol available); Cameras Acquisition Corp. (5866); Piicitic Energy Aliiska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cariel's Energy. Inc. (9487); and Gotland OiL. Inc. (5463). The mailing address for all of thc Debtors is i i i w.
Ocean Boulevard. Suite) 240, Long Beach. CA 90802.

1.\ i XIQ I ~9-,

(1(lhh(,(,-3.~.~3.i

(the "Application"') tied contemporaneously with this Declaration. Except as otherwise

indicated, I have knowledge of

the matters set forth herein. either t'om personal

knowkdge, Ily reliance onihc internal review or others discussed herein or review of
information in Loeb's files, and, ifcalled as a witness, would testify thereto.
2. I believe that Loeb is well qualified to provide the services described

below and that its retention would be in the best interests of

the above-captioned debtors

and deblors in possession (the "Debtors"') and their estates. As set forth in the Application.

Loeb has been \vorking wiih ihe Debtors since .June 26. 2009 on straiegic tax planning in

connection with these chapter II cases and has extensive experience in tax matters
generally. including in connection with corporate reorganizations and debt restructurings.

The Debtors have requested. and Loeb has agreed, to continue to provide the services
described below to the Debtors pursuant 10 section 327 of chapter I J of ti iie 1 J of the

Unilt'd Stales Code (the "Bankruptcv ('O(IL:").

Sci'viccs to be Rendered
3. As special tax counseL. Loeb has and will continue to provide tax planning

advice to the Debtors in connection with the these chapter i J cases to help assure that the
Debtors' reorganization maximizes recoveries tor the Debtors' stakeholders from a tax

perspective. Loeb's engagement will thus primarily focus on tax matters pertaining to the
Debtors' plan of reorganization and asset sales.
4. Loeb will not otherwise render any services with respect to the

administration of the Debtors' chapter J 1 cases absent separate application to the Coul1.
5. The Debtors believe that ii is crucial that Loeb be retained as special tax

counsel giwn Loeb':: knowledge and experience with the various tax issues that it is

J.i\ I xx~ 1493

(i(i6666,JJJJJ

being engaged to undertake. \vhich services Loeb understands are not being provided by
any other professional retained in these cases. If

the Court does not authorize the

Debtors' employment and retention of Loeb in their chapter i 1 cases, the Debtors, their
estates and all pai1ies in interest would be prejudiced by the time and related expense for
oiher counsel to fami I iarize themselves with the matters described herei n. as the Debtors

would have to retain alternative (.()unsel to undertake this necessary engagement.

6. Loeb understands that the Debtors have retained and may retain additional

professionals during the term of Loeb's engagement, and Loeb agrees to work

cooperatively with such professionals to integrate any respective work conducted by

those professionals on behalfofthe Debtors. Locb has assured the Debtors that it will
'york closely with each of

their retained professionals to take care nut to duplicate their

el'orls iii these chapter II cases.

7. Loeb's hourly rates are set at a level designed to fairly compensate Loeb

for the work a f its attorneys and paralegals and to cover fixed and routine overhead
expenses. Hourly rates vary with the experience and seniority of the individuals
assigned. These hourly rales are subjeci to periodic adjustments to retlect economic and

other conditions unci an: wnsislcnt ,,,jih the rates charged elsewhere. In pmticular.

Loeb's current hourly rates for matters related to these chapter 11 cases range as follows:

Biling Category
Partners

Range
$650 - $925
$500

Associates
Parapro tcssiol1a i s

$195 -$375

8. The following professionals are presently expected to have primary

responsibility for providing services to the Debtors: Alan 1. Tarr ($825). Thomas Lawson

1./\ I XX21-l9J

666Mi6-33333

.)

..

($650) and Steven Gove ($500). In addition. from time to time. other Loeb professionals
and pnraprofessiomils may provide services to the Debtors.
9. Ii is Loeb's policy to charge its clients in all areas otpraciice for

idcnt i tribk. l1on-o\'rhead ex penses incurred in connection wi ih the cl ient s case that

would nol have been incurred except for representation of that paiticular ci ient. It is also
Loeb's policy to charge iis clients only the amount actually incurred by Loeb in

connection with such items. Examples of such expenses include postage. overnight mail.
courier ddivery. transportation. overtime expenses. computer assisted legal research.
photocopying. airfare. meals and lodging.
in. I.neb will apply to ihe Courtlr paymcnt of compensation and

reimbursement of expenses in accordance with the procedures set foith in the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines,
the Administrative Order Under i I U.S.C. ~ 1 05(a) and 331 Establishing Procedures

For Interim Compensation and Expense Reimbursement of Professionals and Committee

Members cnlered in ihese cases. and any oiher applicable orders or procedures

established by the Court. Loeb will submit with its fee applications detailed daily time
entries for each individual providing services in one-tenth (.) 0) hour increments,
explaining the services provided as well as a categorized summary of

disbursements and

txpcnscs for \.vhich Loeb is seeking rcimbursement.

i i. Loeb further SllIlcs thaI pursurint to Bankniplcy Rule 20 i 6(h) ii has not

shan::d. nor ag.reed 10 share. (a) any compensation it may receive with anoiher party 01'

person. oiher than with ihe partners. associates and contract attorneys associated with
Loeb or (b) any compensation another person or party has received or may receive.

1..\IXX21.jlJ
()()(i6hh..,J33-l

No Auverse Interest
12. Locb maintains a database containing the names of current and former

clients and certain other parties related to such clients. Loeb reviewed and analyzed the
contlict database as necessary in connection with this Application.
13. In accordance with Loeb's standard practices, an attorney and Loeb staff

have com pnn:d the t()1 lowi ng lists provided by the Debtors against Loeb' s databasc: (a)
scvcnty (70) largest unsecured creditors (thirty-live (35) of which are creditors of

debtor

Pacilic Energy Alaska Operating LLC and the other thil1y-tivc (35) are creditors of

debtor Pacitic Energy Resources Ltd.), (b) Debtors' material secured lenders, (c)
Debtors' litigation adversaries. (d) Debtors' material unsecured bank lenders, (e)
Debtors' insurers. (I) Debtors' officers and Board of

Directors. (g) lienholders who were

lormer owners of Beta Assets. (h) Debiors' professionals and (i) the Debtors.
i 4. Based upon thai review. and to the best of my knowledge. information.

and bel icL Loeb does not represent any entity in these chapter I 1 cases or in matters

directly related to these chapter 11 cases other than the Debtors, including any
shareholders holding 4% or more ownership interest in the Debtors, the Debtors'
creditors. or aiiy other party iii interest. or the Debtors' respective attorneys and

accountants. with respect to any matters on which Loeb is to be engaged hy the Debtors.
1-!o\w\'L'r. some 01' the attorneys at i.(K~b may bc public shareholders of the Debtors.
holding de minimis stock ownership interests in the Debtors. None of

the attorneys at

Locb arc mcmbers of

the Debtors' Board otDirectors, are offcers or are otherwise in aiiy

way in control ofihe Debtors. To the best otmy knowledge, and as disclIssed further

l\ l xx: i -l'..'
(Il\N)()()-J.iJT~

below. neither Loeb nor any attorney at the firm holds or represents any interest adverse to the estates with respect to the tax matters on which Loeb is to be retained.
15. Our review has also uncovered that the Laurus Master Fund Ltd.

("LiurusU) and its utlliates and subsidiaries. which was a former secured lender or

the

Debtors thai O\..ns certain royalty rights, warranis and common stock of the Debtors

ihough sudi ulJliatt's and subsidiaries, is. along with its amliates and subsidiaries. a
current client of Loeb for whom Loeb has rendered legal advice in connection with tax
issiies pertaining to Launis' relationship with the Debtors. I

understand, however, that

l.minis' secured obligations were satisfied in full prior to the Debtors' bankruptcy filing
und thui Lm\llS and its atl i iales and subsidiaries have accounted for less than i % of
Locb's rt'vcniic since Junuary 1.2009. While Loeh c10es not believe that this relationship
creates a conflict. especially in light of

the limited scope of Loeb's engagement. out of

8hunclance of caution Loeb tax attorneys that have provided tax advice to Laurus in

connection \vith tax issues pertaining to Laurus' relationship with the Debtors will not
rClHkr Icgal services to the Debtors nor shall Loeb represent Laurus 01' its affiliates and

subsidiaries in connection with these chapter 1 I cases.

16. i\S part or its comprehensive legal practice. Loeb has represented in the

past and imiy currently represent certain of

the Debtors' other creditors. equity security

holders. and other parties in inlerest (including subsidiaries and other related entities).

These representations may include, among other things, advising with respect to

transactions in \vhich the Debtors and/or their aniliates participated. although oiir
research has not rewa

led any such lransaciions besides the i .auriis represcntation notcd

above. Additionally. I am aware. based on the information provided by the Debtors and

I ".\i

XC1.l'.3

(ih666(i-JJJ33

an internal review of Loeb's database. that Loeb has in the past and may presently
n:pn:sent Deloittc & Touche. L.LP (C\illl1ittec professional). Occidental Petroleum

Corporation (erediti1r). Charter COliliiiiiil'aiioliS (creditor). allliates olCIT Technology

Finynchil Services (utilities provider). Hughes Network Systems (utilities provider).

Souihern California Edison (utilities provider), Prudential (creditor). Windes &

McClaughry (creditor). Robert HaltManagement (creditor) and Goldman Sachs

Specialty Lending Group (secured lender) in malleI's wholly unrelated to these chapter 11
cases. Loi:b may in the rutlle represent certain olthe Debtors' other creditors. equity

securiiy holders. and other parties iii inti:rest (including subsidiaries and other related
entities), but will not undertake a representation of any of

them directly related to the

Debtors' chapter 11 cases.

17. 8ased upon thc foregoing. i believe that Loeb's current or former

n:prescniation or any siich entities in matters entirely unrelated to the Debtors is not

mlvcrse to the Debtors' inlerests. or the interests oltheir creditors or estntes in respect of
the Ilatters ror which Loeb will be engaged. nor will slich services impair Loeb's ability
to represent the Debtors in the ordinary course in these chapter 11 cases.

i 8. In light of

the foregoing. I believe that Loeb does not hold 01' represent any

interest adverse to the Debtors, their estates, creditors, or equity interestliolders. as

idcntilkd to Loeb. with respect to the mutters in which the trm will be engaged.
19. The I'orcgoing constitutes the statement of Loeb pursuant to sections 329

and 504 or ihe Hankniptcy Code unci Federal Rules of Bankruptcy Procedure 2014 and
2016(0).

1...\ I XX21 ~'l 3

()(ihh(lh.3.J33

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

Dated: Auglistlj,2009 New York, New York

CJ~f.CU~
Alan J. Tarr

STATE OF NEW YORK )

)55.:

COUNTY OF NEW YORK )

of August in the year 2009, before me, the undersigned, a notary public in and On the loth day tor said state, personally appeared Alan J. Tarr, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

____~___r Notary Public

CDDf .. .'1.101

1I" CUl= ..~~=- YD Gu In .. -l Co ..

i.AIX~21'9J ti/)l,h6l-~33:tl

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtor,

) ) ) ) ) )

Chapter 11

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

Related Docket No.

ORDER GRANTING APPLICATION OF THE DEBTORS PURUAN

TO SECTIONS 105(a), 327(a), 328, AN 330 OF TH BANUPCY CODE AN RULES 2014 AN 2016 OF TH BANUPCY RULES
FOR AN ORDER AUTHORIZING TH DEBTORS TO RETAIN, EMPLOY, AN COMPENSATE LOEB & LOEB AS
SPECI TAX COUNSEL NUNC PRO TUNCTO JUNE 26. 2009
Upon the application (the "Application,,)2 of

the above-captioned debtors and

debtors in possession (the "Debtors"), seeking authorization to retain, employ and

compensate Loeb & Loeb, LLP ("Loeb") as special ta counel; nunc pro tunc to June 26, 2009,
and the Cour being satisfied, based on the representations made in the Application and the
Disclosure Declaration of Alan J. Tar in Support of

the Application, that Loeb 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 101 (14) of the

Bankptcy Code, as modified by section 11 07(b) of the Banptcy Code, and that the
employment of Loeb is necessar and in the best interests of

the Debtors and the Debtors'

estates; and it appearing that the Cour has jurisdiction to consider the Application; and it

appearing that due notice of the Application has been given and no further notice need 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 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 III 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.

NY788859. i

666666-66666

given; and upon the proceedings before the Court; and after due deliberation and good and
suffcient cause appearng; it is

ORDERED that the Application is granted; and it is further

ORDERED th purt to seon 327(a) of

the Banptcy Code, the Debtors are

authorized to employ and retain Loeb as special tax counsel, effective nunc pro tunc to June 26,

2009, on the terms set forth in the Application; and it is fuher

ORDERED that the Loeb shall file applications and be compensated in accordance with
sections 328, 330 and 331 of

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

such other procedures as may be fied by order of ths Cour.

Dated:

,2009
The Honorable Kevin J. Carey Chief United States Banruptcy Judge

NY788859. I

666666-66666

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

Debtors. )

Case No. 09-10785 (KJC) (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 11 th day of August, 2009 she caused a

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

Notice and Application of Debtors to Retain, Employ and Compensate Loeb & Loeb as Special Tax Counsel nunc pro tunc to June 26, 2009

-l ~LdtU. ~ Ka~rt Finlayson

DEBR L. YOUNG
NOTARY PUBUC

STATE OF OELAWm
ati g;.l"iliiwli ~ii ~ a. 2011

i The Debtors in thes case, 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 1 I I W.

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

SPECIAL SERVICE LIST AUGUST 11, 2009

(via First Class Mail) (The Fee Auditor)

Waren H. Smith

Waren H. Smith & Associates, P.C.

Republic Center

325 N. St. Paul, Ste 1250

Dallas, Texas 75201

DOCS_DE:151912.1

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

13 - Hand Delivery
42 - 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 Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, 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

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 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

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Bank Center, Suite 1401

Los Angeles, CA 90067

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

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 Spahr Andrews & Ingersoll, LLP

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

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

919 N. Market Street, iih Floor Wilmington, DE 19801

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

One Commerce Center 1201 N. Orange St., ih Floor

Wilmington, DE 19801

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

Hand Delivery
Unsecured Creditors) David B. Stratton, Esquire
(Offcial Committee of

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 20530-0002

James C. Carignan, Esquire

Pepper Hamilton LLP

Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

First Class Mail

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

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

First Class Mail

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

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

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

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

First Class Mail

Attn: Insolvency

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

First Class Mail

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

First Class Mail

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

First Class Mail

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

First Class Mail

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

SWEPI LP

P.O. Box 576 Houston, TX 77002-0576

First Class Mail

Noble Energy, Inc.

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Offce of General Counsel-Banptcy 100 F Street, N.E. Washington, DC 20549

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire Skadden, Ars, Slate, Meagher & Flom,

LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission
445 iih Street, S.W.

Washington, DC 20554

First Class Mail

POLLARD WIRELINE 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

First Class Mail

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

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

California Franchise Tax Board
Bankptcy, BE MSA 345

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

First Class Mail

Linda Lautigar

First Class Mail

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

Bankptcy Coordinator
MMS 1 Denver Federal Center

POBox 25165 Mail Stop 370B2 Denver, CO 80225

Philadelphia, PA 19103

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. Y oelin)

First Class Mail

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

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

First Class Mail

First Class Mail

Goldman Sachs E&P Capital Attn: Matthew C. Tarer 1000 Louisiana, Suite 550 Houston, Texas 77002

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

Jodie E. Buchman, Esquire

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 155 N. Wacker Drive, Suite 2700

First Class Mail

Unsecured (Official Committee of Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

Chicago, IL 60606-1720

First Class Mail

(Counsel to United States Department of Interior, including the Minerals
Management Service)

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

First Class Mail

(Official Committee of

First Class Mail

Unsecured

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

(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

First Class Mail

(Official Committee of

Attn: Bankptcy Division

Unsecured

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

clo Linda Delgado P.O. Box 579 Bakersfield, CA 93302

First Class Mail

Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77043

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

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

First Class Mail

(Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

First Class Mail

(Counsel for the State of Alaska)

Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

First Class Mail

(Counsel for Minerals Management Service) DeAn L. Owen, Esquire
Office of

the Solicitor, Rocky Mountain

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)

Region
755 Parfet Street, Suite 151

Lakewood, CO 80215

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail (Counsel for Amadon Limited and

Catherwood Limited)
Philp M. Abelson, Esquire

Dewey & Leboeuf LLP 1301 Avenue of the Americas New York, NY 10019

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 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9