10000015783

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re
Chapter 1 1
PACIFIC ENERGY RESOURCES LTD., et al.,i

Debtors.
Case No. 09-10785(KJC)

(Joih!IY Administered)
Objections Deadline:
November 11,2009 at 4:00 p.m.
Hearing Date: Only If Objections Are Timely Filed
SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER i, 2009 THROUGH SEPTEMBER 30, 2009
Name of Applicant:
Rutan & Tucker LLP

Special Counsel to Debtors and Debtors in
Authorized to Provide Professional

Services to:
Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
Period for which Compensation and

Reimbursement is Sought:
entered on or about May 1, 2009 September 1, 2009 through September 30,

20092
Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and
$90,318.50'
$112.33
Necessar:
This is a:
-- monthly
interim
_ final application.
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. 2 This application may include time expended before the time period indicated that has
not been included in any prior application. The applicant reserves the right to include any
time expended in the time period indicated above in future application(s) if it is not
2123/023353-003 i
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The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
PRIOR APPLICATIONS FILED
Date Filed 6/17/09

6/24/09
8/7/09
. . r,
Requested
li pp!:
Requested ~
$1,389.62
$ 10,542.3 5
Approved .
Fees
Approved
v~
March 9, 2009, to $102,732.50

March 31, 2009
$82,186.00 $99,630.00
$1,389.62
$10,542.35
$372.81
$ 1 96.50
April 1, 2009 to $124,537.50

April 30, 2009
May 1 , 2009 to $120,999.50

May 31, 2009
June 1, 2009 to
$372.8i
$196.50
$486.93
$363.61
$96,799.60
$118,934.00 $261,672.00
8/11/09
8/1 7/09
$148,667.50
$327,090.00
$144,951.00
June 30, 2009
July 1, 2009 to July 31,2009
$486.93
9/30/09
August 1, 2009 to August 31, 2009
Pending
Pending
RUTAN PROFESSIONALS
Position of the Applicant, Years in that Number of Position, Prior Relevant Experience, Year of Obtaining License to
Parner since 1998;
Hourly,
Biling
Name of Professional
Gregg Amber
Rate (including
$550.00
Total Hours
27.5
Total
$15,125.00
Member of CA Bar since 1981; Member of Co rate La Gr u
Cristy G. Parker
Partner since 2005;
$450.00
112.5
$50,625.00
Matthew Grimshaw
Member of CA Bar since 1995; Member of Co orate w Associate since 2002; Member ofCA Bar 2000; Member of Financial Practice r
Parner since 2008;
$380.00
10.6
$4,028.00
Edson McClellan
$375.00
3.7
$1,387.50
Member of CA State Bar since 1998; Member of Labor & Employment rou
included herein.
21231023353-0031
1043057.01 310120109
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Name of Profcssional
Garett Sleichter
Position of the Applicant, Years in that Number of Positiont Prior Relevant Experience, Year of
Ob~aining License to
Hourly t
Biling
Rate (including
$375.00
Total Hours
Total
$12,150.00
Associate since 2004; Member of CA Bar since 2004; Member of
Co r te Law u
Rushika Kumararatne
Shigenobu Itoh
Associate since 2006; Member ofCA Bar since 2006; Member of Co orate Law Grou Associate since 2007; Member of CA Bar since 2005; Member of
$325.00
10.6
$3,445.00
$325.00
.4
$130.00
C or te Law ro
Catherine Parsons
Associate since 2007;
$250.00
2.3
$575.00
Member of CA Bar since 2007; Member of
C orate L w Gr u
Shawn Monterastelli
Cynthia Mascio
Laurie Biegel
Associate since 2005; Member of CA Bar since 2002; Member of Real
$335.00
1.2
$402.00
E te i w Gr
Paralegal since 1981
$215.00
$2 i :5.00
.8
$172.00
Member of Labor Law rou

Paralegal since 2002;
10.6
$2,279.00
Member of Corporate Law Grou
Grand Total:
Total Hours: Blcndcd Rate:
$90,318.50 212.60 $424.83
COMPENSATION BY CATEGORY
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;,1,
','
EXPENSE SUMMARY
3
Total
Dated: October 'Z, 2009
RUTAN & TUCKER, LLP
M TTHEW W. GRIMSHAW (CA BarNo. 210424) 611 Anton Boulevard, Fourteenth Floor
Costa Mesa, Californa 92626- 1931
~.~,
Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: mgrimshaw(?rutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
3 Ruta may use one or more service providers. The service providers identified herein
below are the primary service providers for the categories
described.
2123/023353-0031 104305701310120/09
-4-

Chapter 11
In re
Case No. 09-10785(KJC) (Jointly Administered)
PACIFIC ENERGY RESOURCES LTD., et al.,)

Debtors.
Objections Deadline: November 11, 2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed
SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1.2009 THROUGH SEPTEMBER 30. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankptcy Procedure
(collectively, the "Banuptcy Rules"), and the Court's "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 on or about
April 8, 2009 (the "Administrative Order"), Rutan &
Tucker LLP ("Rutan" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby \ .
submits its Seventh Monthly Application for Compensation and for Reimbursement of
.,
The Debtors in these cases, along with the last four.(jigits 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 II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
21231023353-003 i
104321901310/20/09
Expenses for the Period from September 1, 2009 through September 30, 2009 (the
"Application").
By this Application Rutan seeks a monthly interim allowance of compensation in
the amount of $90,318.50 and actual and necessar e~penses in the amount of $ 112.33
for a total allowance of $90,430.83, and payment of$72,254.80 (80% of the allowed
fees) and reimbursement of $1 12.33 (100% of
the allov.ed expenses) for a total payment
oC$72,367.13 for the period September 1, 2009 through September 30, 2009 (the
"Interim Period"). In support of this Application, Rutan respectfully represents as
follows:
Baclround
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntar
petitions for relief under chapter 1 1 of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1 107(a) and 1108 of the Banuptcy Code.
A Committee of Unsecured Creditors ("Committee") was appointed on or about

March 19, 2009. No trustee or examiner has been appointed in the Debtors' chapter
11 cases.
2. The Court has jurisdicti0!l over ths. matter pursuant to 28 U.S.c.

157 and 1334. This is a core proceeding pursuant to 28 U.S.c. 157(b)(2).
3. On or about April 8,2009, the Court entered the Administrative Order,
authorizing certn professionals ("Profes.sionals") to submit monthy applicationS for
interim compensation and reimbursement for expen~es, pursuant to the procedures

specified therein.
The Administrative Order provides, among other thngs, that a
2 J 231023353-0031
10432:9.01010/20109
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Professional may submit montWy fee applications. If no objections are made withn
twenty (20) days after service of the monthly fee application the Debtors are
authorized to pay the Professional eighty percent (80%) of the requested fees and one
hundred percent (l 00%) of the requested expenses. Beginoing with the period ending
May 3 i, 2009, at three-month intervals, each Professional shall file and serve an
interim application for allowance of the amounts sought in its monthy fee applications
for that period. All fees and expenses paid are on an interim basis until final
allowance by the Court.
4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Court's "Order
Granting Debtors' Application Pursuant to Sections lP5(A), 327, 328, and 330 of the
Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation C~unsel," entered on or about May
1, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be

Gompensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses.
RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES
Compensation Paid and Its Source

5. All services for which Rutan requests compensation were performed for
dr on behalf of
the Debtors.
6. Rutan has received no payment and no'
promises for payment from any
s'ource other than the Debtors for services rendered orto be rendered in any capacity
whatsoever in conoection with the matters covered by this Application. There is no
. '
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agreement or understanding between Ruta and any other person other than the
parners of Rutan for the sharing of compensation tope received for services rendered
in this case. .,.
7. Prior to the Petition Date, the Debtors'provided Ruta with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incured by
Rutan on the Debtors' behalf. Rutan received payments from the Debtors durng the
year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date,
Rutan obtained the Cour's permission to draw on its pre-petition retainer to pay
certin amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilzed as Ruta's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by
this Court and the Banruptcy Code.

8. This is Ruta's seventh monthy fee application. In its first monthly fee
application (for the period of March 9, 2009, to March 31, 2009), Ruta sought
approval of$102,732.50 in fees and $1,389.62 in expenses. Under the Adminstrative
Order, Rutan received approval of $82,186.00 in fees
and $1,389.62 in expenses with
respect to its first monthy fee application. In its second monthly fee application (for
the period of April 1,2009, to April
30, 2009), Ruta. sought approval of$124,537.50
in fees and $10,542.35 in expenses. Under the Administrative Order, Rutan received
approval of $99,630.00 in fees and $10,542.35 in exp~nses with respect to its second
fee application. Under its third fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.
"., .;~ ;
-4-
Under the Administrative Order, Ruta received approval of $96,799.60 in fees and
21231023353-0031
1043219.01310/20/09
$3 n. 81 in expenses with respect to its thrd fee application. Under its fourth fee
application (for June 1,2009, to June 30, 2009), Rutan sought approval of$148,667.50
in fees and $196.50 in expenses. Under the Administrative Order, Rutan received
approval of $1 18,934.00 in fees and $196.50 in expenses with respect to its four fee
application. Under its fifth fee application (for th 'period July1, 2009, to July 31,
2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. Under
". - .
~ ~.
the Administrative Order, Ruta received approval of$261,6n.00 in fees and $486.93
in expenses with respect to its fift fee application. Under its sixth fee application
(for August 1, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in
fees and $363.61 in expenses. Ruta's sixth fee application remains pending.
9. Ruta's biling statements for the Interim Period are attched hereto as
Exhibit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional during the Interim Period. To the best of Ruta's
knowledge, this Application complies with sections 330 and 331 of the Banptcy
Code, the Federal Rules of Banptcy Procedure, this Cour's Local Rules, and the
Administrative Order. Ruta's time reports are either (a) initially handwritten by the
attorney or paralegal performing the described services and then entered into Ruta's
computerized billng program by an administrative assistant or (b) entered directly into
Ruta's computerized billng program by the attorney or paralegal performing the

described services. The time reports are then organized on a daily basis. Rutan is
sensitive to issues of "lumping" and, unless time was spent in one time frame on a
variety of different matters for a paricular client, separate time entries are set fort in
the time reports. Rutan's charges for its professional .services are based upon the time,
2123/023353-0031 10432 i 9.0 I .10/20/09
-5-
nature, extent and value of such services and the cost of comparable services other
than in a case under the Bankuptcy Code.
Actual and Necessary Expenses
10. A summary of actual and necessary expenses incured by Ruta for the
Interim Period is attached hereto as par of Exhibit A.
1 i. Rutan charges $0.10 per page for photocopying expenses related to
cases, such as this one, arising in Delaware. Rutan's photocopying machines
automatically record the number of copies made when the person that is doing the
copying enters the client's account number into a device attached to the photocopier.
Rutan summarzes each client's photocopying charges on a daily basis.
12. Ruta charges $1.00 for the first page and $0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long
distance telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Rutan's calculation of the actual costs incurred by Ruta for the machines,
supplies, and extra labor expenses associated with sending facsimile transmissions and
is reasonable in relation to the amount charged by outside vendors who provide similar
services. Rutan does not charge the Debtors for the receipt of faxes in ths case.
13. With respect to providers of on-line legal research services (~,

LEXIS and WESTLA W), Rutan charges the stadar.d usage rates these providers
charge for computerized legal research. Rutan bils its clients the actual amounts
charged by such services, with no premium. Any voj~rne discount received by Rutan
is passed on to the client.
14.
Ruta believes the foregoing rates are the market rates that the majority
2123/023353-0031
1043219.01 _10120/09
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of law firms charge clients for such services. In addition, Rutan believes that such
charges are in accordance with the American Bar Association's ("ABA") guidelines,
as set forth in the ABA's Statement of Principles, dated January 12, 1995, regarding
biling for disbursements and other charges.
Summary of Services Rendered
15. The names of the parners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and
case management assistats of Ruta who provided services to these attorneys durng
thc Interim Period, are set forth in the attched Exhibit A.
counsel, has advised the Debtors on a regular basis with respect to varous corporate
and litigation matters in conoection with the Debtors' banptcy cases, and
performed all necessary professional services which are described and narated in
i ,"i
16. Rutan, by and though such persons, as special corporate and litigation
detail below. Rutan's efforts have been extensive due to the size and complexity of
the Debtors' banptcy cases.

Summary of Services bv Proiect
17. The services rendered by Ruta during the Interim Period can be
grouped into the categories set forth below. Rutanattempted to place the services
provided in the category that best relates to such services. However, because certin
services may relate to one or more categories, services pertining to one category may
in fact be included in another category. These services performed, by categories, are
. -
generally described below, with a more detailed ide~tification of the actual services
provided set fort on the attched Exhibit A, which identifies the attorneys and
2 i 23/023353-0031
1043219.01 _10/20/09
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paraprofessionals who rendered services relating to each category, along with the
number of hours for each individual and the total compensation sought for each
category.
A. General Case Administration
18. During the Interim Period, the Firm, aiong other things: (1) reviewed
nd analyzed documents; (2) analyzed issues relat:1g potential claims and creditor
lisertions; (3) participated in case strategy sessiohS; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.

Fees: $4,683.50; Hours: 10.70
B. Fee Application
19. During the Interim Period, the Firm, among other things: (1) prepared
its monthly fee application and supporting documentation; (2) reviewed and responded
to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and
(3) corresponded with others regarding Ruta's fee applications.
Fees: $3,876.00; Hours: 10.20
C. Corporate Governance
20. During the Interim Period, the Firm, among other things: (1) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and
analyzed documents; (3) updated and helped maintain the Debtors' corporate books
and records, and (4) communicated with and advised the Debtors.
Fees: $5,114.00; Hours: 16.30
I:.
I). Alaska Asset Sale
21. During the Interim Period, the Firm, among other things: (1) performed
work in connection with a potential sale of certin of the Debtors' assets located in
21231023353-0031
1043219.01010/20/09
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Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain
of the Debtors' Alaska assets; (3) maintained an oniine data-room to allow potential
purchasers to do due diligence in conoection with potential sales of assets; (4)

communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due diligence with respect to the potential
sale of certain of Debtor's Alaska assets; and (6) comniunicated with and advised the
Debtors with respect to the potential sale of certin of its Alaska assets.
Fees: $57,947.50; Hours: 129.10
. E. Beta Asset Sale
22. During the Interim Period, the Fn, among other things: (1)
maintained an online data-room to allow potential purchasers to do due dilige.nce in
conoection with potential sales of assets; (2) reviewed and analyzed documents for
posting in the data-room; (3) communcated and corresponded regarding potential

sales of assets; (4) drafted and revised a purchase and sale agreement for the potential Beta transaction; (5) analyzed issues relating to potential sale of assets; (6) performed
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $4,159.50; Hours: i 1.20
F. Financing
23. During the Interim Period, the Firm, aJ~ong other things: (1) analyzed
issues relating to an amendment to the terms of th: debtor-in-possession financing
transaction; (2) negotiated and drafted an amendment to the debtor-in-possession
credit facility; (3) analyzed issues relating to potential transactions; (4) analyzed issues
relating to potential transactions; and (5) communicated with and advised the Debtors
2123/023353-003 ) 1043219.01 _10120/09
-9-
regarding various proposed transactions.

Fees: $9,006.00; Hours: 19.90
G. General Corporate Issues .
24. During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) researched legal issues; and (3) communicated with and
advised the Debtors regarding these issues.
Fees: $1,242.50; Hours: 3.80
H. Confidentialitv A2reements
25. During the Interim Period, the Firm, among other things: (1) negotiated
and drafted numerous confidentiality agreements in connection with the potential sale
of certain of
the Debtors' assets; (2) corresponded and communicated with the Debtors
regarding confidentiality issues; and (3) corresponded and communicated with

potential purchasers regarding confidentiality issues.
Fees: $130.00; Hours: .40
i. General Contract Review And Preparation
26. During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) communcated with and advised the Debtors regarding
certain contracts; and (3) communicated with creditors regarding certin contracts.
Fees: $3,364.50; Hours: 9.10
.J. Securities Issues
27. Durng the Interim Period, the Flim, among other things: (I)
communicated with varous brokers of restricted securities; and (2) analyzed issues
relating to Debtor' restricted securities.
Fees: $795.00; Hours: i .90
2123/023353-0031
1043219.01 _10120/09
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Valuation of Services
28. Attorneys and paraprofessionals of Ruta expended 212.6 hours In
connection with their representation of the Debtors during the Interim Period, as
follows:
RUTAN PROFESSIONALS
Position of the Applicant, Number of
Years in that Position,
Name of Professional w ....

..
Prior Relevant Experience, Year of Obtaining License to Practice, Are of
Honrly,
.. .
Biling Rate
(including
$550.00
Gregg Amber
( ~
$450.00
Total Hours
Biled
27.5
r,
Total
$15,125.00
Parer since 1998;
Member of CA Bar since 1981; Member of

Cornorate Law Groun
Cristy G. Parker
Partner since 1998;
Matthew Grimshaw
Member of CA Bar since 1995; Member of r.ornorHte Law Groun Associate since 2002; Member ofCA Bar since 2000; Member of Financial Practice Groun
Parner since 2008;
112.5
$50,625.00
$380.00
10.6
$4,028.00
Edson McClellan
Member ofCA Bar since 1998; Member of Labor &.

Emnlovment Groun
$375.00
..
3.7
$1,387.50
Garett Sleichter
Associate since 2004; Member of CA Bar 2004; Member of Corporate

Law GrouD
$375.00
32.4
$12,150.00
Rushika Kumararatne
Shigenobu Itoh
Associate since 2006; Member of CA Bar since 2006; Member of Cornorate Law Groun
Associate since 2007 ;
$325.00
.. .
10.6
$3,445.00
Catherine Parsons
Member of CA Bar since 2007; Member of Cornorate Law Oroun Associate since 2007; Member of CA Bar since 2007; Member of
Comorate Law GrOUD '
$325.00
, .
.4
$130.00
$325.00
2.3
$575.00
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Position of the Applicant, Number of

Years in that Position,
Name of Professional
i. I
Shawn Monterastelli
Prior Relevant Experience, Year of Obtaining License to Practice, Are of

E i Associate since 2005; Member of CA Bar since 2002; Member of Real Estate law Grou
Paralegal since 1981
Hourly,
Biling Rate
(inchiding
$335.00
Total Hours
1.2
Total
$402.00
Cynthia Mascio
Member of Labor Law
$215.00
.8
$172.00
Group
Laurie Biegel
Paralegal since 2002;

Member of Corporate
$215.00
10.6
$2,279.00
Law Grou
Grand Total:
Total Hours: Blended Rate:
$ 90,318,50 212.60 $424.83
29. The nature of the work performed by these persons is fully set fort in
Exhibit A. The rates charged by Rutan's professionals and paraprofessionals are

typical for the nature of the work, and the reasonable value of the services rendered by
Rutan to the Debtors durng the Interim Period is $90,318.50.
30. Under 330 of the Banptcy Code, Ruta respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of
these
cases, (b) the time expended, (c) the nature and extenfof the services rendered, (d) the
value of such services, and (e) the costs of comparable services other than in a case
under the Banuptcy Code. Furher, Rutan has revi~;Ned Local Rule 2016-2 and the
Administrative Order and believes that this Application complies with requirements of
that Rule and Order.
WHEREFORE, Rutan respectflly requests that, f\)r the period from September 1,
2 i 23/023353-0031
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- 1 2-
2009, to September 30,2009, it be awarded on an interim basis $90,430.83, consisting of
fees in the amount of $90.318.50 and expenses in the !fount of $112.33, and that it be
.1authorized to receive a payment from the Debtor of $72,.254.80, consisting of 80% of
. .
the
allowed fees ($90,318.50) and 100% of the aiiowed~xpenses ($112.33). Rutan also
requests such other and further relief as the Cour deem~just and proper.
Dated: October l, 2009
RUTAN & TUCKER, LLP
~ TTHEW W. GRIMSHAW (CA Bar No.2 10424) 611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626- 1931
~~
Email: mgrimshaw(?ruta.com Special Corporte and Litigation Counsel for the Debtors and Debtor in Possession
2123/023353-003 i
1043219.01 010120/09
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VERIFICATION
State of California )
County of Orange )
)
Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the court ofthe State of Californa.
b) I am familiar with the work performed on behalf of
the Debtors by the
lawyers and paraprofessionals of Ruta.

c) I have reviewed the foregoing Seventh Monthly Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to
the Debtors and Debtors in Possession for the Period frori September 1, 2009, though
September 30,2009 (the "Application"). To the best of
my knowledge, information, and belief,
the facts set forth therein are true and correct.

d) I have reviewed DeL. Bank. LR 2016-2 and the Administrative Order
entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.
Dated: October 2..2) , 2009
M ttew W. Grimshaw
~~
2123/023353-0031
\043391.01 _10/20109
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA)
COUNTY OF ORANGE)
--OPTIONAL SECTION--
CAPACITY CLAIMED BY SIGNER

Though statue does not require the Notar to fill in the data
below, doing so may prove invaluable to persons relying on the
document.
On th~~day ofOct9Pe~009, bef~me,
eg" lv L./
(here insert name and title of the offcer)
00
INDIVIDUAL
CORPORA TE OFFICER(S)
, Notay Public
personally appeared Mattew Grimshaw and proved to me on the
basis of satisfactory evidence to be the person() whose nameEs) is/are subscribed to the within instrument, and acknowledged to
me that he/~y executed the same in his/her/their authorized capacitY(~and that by his/her/thGor signatur$) on the
instruent the personEs or the entity~) upon behalf of
TITLE(S)
which
the persoi) acted, executed the instrument.
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PARTNER(S)
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
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ATTORNEY-IN-FACT
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o TRUSTEE(S)
GUARDIAN/CONSERV A TOR
SIGNATURE OF NOTARY
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OPTIONAL SECTION
THIS CER HFICA TE MUST BE A 1'1' ACHED TO THE
DOCUMENT DESCRIBED AT RJGHT:

Though the data requested here is not required by law. it could prevent fraudulent reattachment of ti-is fonn.
TITLE OR TYPE OF DOCUMENT:
Seventh Monthly Application for Compensation and Reimbur~ement of Expenses

NUMBER OF PAGES:
DATE OF DOCUMENT:
OTHER SIGNER(S) THAN NAMED ABOVE:
FOR THE DISTRICT OF DELAWAR

In re
Chapter I 1
Case No. 09-10785(KJC)

(Jointly Administered)
PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.
Objections Deadline: November 11,2009 at 4:00 p.m.
Hearng Date: Only If Objections Are Timely Filed
NOTICE OF FILING OF SEVENTH MONTHLY FEE APPLICATION
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Offcial Committee of Unsecured Creditors (the "Notice Paries")
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
filed its Seventh Monthly Application for Compensation
. .
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession,
for
the Period from September 1, 2009 through September 30, 2009, seeking
compensation for services in the amount of $90,318.50 and reimbursement of costs
incurred in the amount of$112.33 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under 11 U.S.C. i 05(a)
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal tax identification number, are: Pacific Energy R~sources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Hcdings, LLC (tax I.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(702)); 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
2123/023353-003 i
1043045.01.10/20109
and 331 Establishing Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be filed with the Clerk of the United States
Bankptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern.Time) on November 11, 2009
I"
(the'."Objection Deadline").
Objections or other responses to the Application~ if any, must also be served so
that they are received not later than November 11, 2009, at 4:00 p.m. prevailng
Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn:
Scott W. Wino, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski
Stan~ Ziehl & Jones LLP, 919 North Market Street, 1 ih,Floor, Wilmington, DE 198998705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: liones(qpszilaw.com;
(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~nszilaw.com; and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Attn: Penelope Pares, Esq.;. Fax 714-546-9035, email:

pparmes~rutan.com; (c) the Offce 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. and (d) counsel for the Official Committee of Unsecured
Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of
. .
the Stas, 28th
Boulevard, Suite 1240, Long Beach, CA 90802.
2 i 231023353-0031
1043045.01.10120/09
-2-
Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, email: kpiper()steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313
N. Market Street, Wilmington, DE 19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-
8390, e-mail: icarignan~pepperJaw.com (the "Notice Paries")
PLEASE TAKE FURTHER NOTICE that if apy responses or objections to the

Application are timely fied, served and received, a hearing on the Application will be
held at the convenience of the Bankptcy Court. Only those objections made in wrting
and timely fied, served and received in accordance with the Administrative Order and
the procedures described herein will be considered by the Bankptcy Court at such
hearing.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative

Order, if no objection to the Application is timely fied, served and received by the
Objection Deadline, the Applicant may be paid an amowit equal to the lesser of (1) 80
percent of the fees and 100 percent of expenses requested in the Application or (ii) 80
percent of the fees and 100 percent of the expenses not subject to an objection without the
need for further order of
the Banruptcy Court.

RUT AN & TUCKER, LLP
Dated: October 2., 2009
M TTHEW W:: GRIMSHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931
Email: mgrimshaw(?rutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031 1043045.01310120/09
-3-
EXHIBIT A
TAXPAYERS ACCOUNT
NO ~5-3519027
RUTAN & TUCKER, LLP

ATIORNEYS Ar LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. Account No.

Billing Atty.
566852 023353 - 0029

James O'Neal
Date
October 5, 2009
General Case Administration
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
Fees and Costs Due This Invoice
4,683.50 4,683.50
Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 I 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on your beh_1f and are not reflected in this statement An additional statement covenng such disbursements will be furnished to you. The abbreviation (PAl. (LC).or (DC) following an indivldu_l's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO ~5.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sf. VP and CFO 11 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
566852 023353 - 0029

James O'Neal
Date
October 5, 2009
REMITT ANCE COPY

*** PLEASE RETURN THIS PAGE WiTH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
4,683.50 4,683.50
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 926 I 2
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Refertnce: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement coverin9 such disbursements will be fumished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESS:ONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALlFOR~:IA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
566852 023353 - 0029

James O'Neal
Date Page
October 5, 2009
I
RE: General Case Administration

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30, 2009
09/03/09
Cristy G Parker Participate in weekly working group update calL.

Gregg Amber Participate in weekly working group update calL.
Garett Sleichter
1.00
09/03/09
1.00
09/03/09
1.90
Review California onshore title conveyance documents and overriding royalty interests grar.ted to Laurus Master
Fund.
09/03/09
Garett Sleichter
1.00
Participate in weekly working group update calL.

09/03/09
Garett Sleichter Research and respond to Pachulski Stang request for documents.
Cristy G Parker
0.70
09/1 0/09
0.70
09/10/09
Gregg Amber Review agenda items and participate in weekly group

update calL.
0.90
09/17/09
Gregg Amber
0.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement cvering such disbursilments wfii be furnish'ed 10 you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Pacific Energy Resources Ltd.

October 5, 2009 Invoice No. 566852
023353-0029
Page No.2
09/17/09
Cristy G Parker Participate in working group update calL.

Matthew Grimshaw Email exchange with G. Amber rc lease for new office space and review of proposed new lease.
0.70
09/17/09
0.20
09/24/09
Cristy G Parker .
Participate in weekly working update calL.
Garett Sleichter
0.80
09/24/09
0.90
Prepare for and participate in weekly working group
update calL. ':,.

09/25/09
Catherine Parsons Communicate with M. Cervi regarding the client's potential record retention requirements upon dissolution.
0.20
Total Hours Total Professional Services
10.70
$4,683.50
Total Current Fees
$4,683.50
Previous Balance Due Payments and Adjustments Prior Balance Due
36,320.00 (19,133.60)
17,186.40
Total Balance Due
$21,869.90
ACCOUNTS RECEIVABLE
o - 30 DAYS $4,683.50
31- 60 DAYS
$ 11,659.00
61- 90 DAYS
$ 1 ,619.90
91-180 DAYS $3,907.50
OVER 180 $0.00
Additional disbursements may have been paid or incurred on yor behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO ~5-i5i9027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP !NCLUDING PROFESSIONAL CORPORATIONS
Invoice No.
Account No.
Billing Atty.
566853 023353 - 003 1

James O'Neal
Date
October 5,2009
Fee Application
INVOICE SUl)lMARY

Disbursements and Costs Advanced
'Fees and Costs Due This Invoice
3,876.00 5.70 3,881.70
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 926 I 2 ABA It: 122000496 Swift Code: BOFCUS33MPK
Account Number: O30 I 33009
Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on yC'ur behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following on individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5)00
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
566853
023353 - 003 i James O'Neal
Date
October 5, 2009
Fee Application
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
Professional F~~s
3,876.00 5.70 3,881.70
wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on YO'Jr behalf and are not reftected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA TIONS
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
I I 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
566853
023353 - 003 I James O'Neal
Long Beach, CA 90802
Date Page
October 5,2009
I
RE: Fee Application

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009
09/01/09
Matthew Grimshaw Email exchange with S. McFarland and G. Amber re certificate of no objection to Rutan's June fee application
(.2).
0.20
09/09/09
Matthew Grimshaw Confer with G. Amber re interim fee application issues

(.2).
0.20
09/11109
Matthew Grimshaw Email to fee auditor's offce re report regarding Rutan's first interim fee application (.1); review and analyze fee auditor's report and additional infoffiation needed for reply (.4); canter with C. Parker re getting the additional information requested by the fee auditor (. I); confer with L. Wilrich re obtaining additional information requested by fee auditor (.1); confer with S. Pignone and G. Amber re additional information requested by fee auditor (.2); confer with G. Sleichter re additional information
requested by fee auditor (.1); confer '.vith R. Kumararatne
1.30
re additional information requested:JY fee auditor (.1); review various emails from C. Parker containing additional information requested by.fee auditor (.2);
09/14/09
Matthew Grimshaw
Email from Ms. Parnell of
0.10
fee auditor's offce (.1).
Additional disbursements may have been paid or incurred on your behalf and are not reftected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC),or (DC) followin9 an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Fee Application
October 5,2009
Invoice No. 566853
023353-003 i
Page No.2
09/16/09
Matthew Grimshaw Email exchange with L. Willrich n: additional information requested by fee auditor (.3); Matthew Grimshaw Review email from S. McFarlandre second interim fee
application (.1).
0.30
09/2 i /09
0.10
09/22/09
Matthew Grimshaw Confer with G. Sleichter re additional information requested by fee auditor (.2); send email to G. Sleichter
re same (.1);
0.30
09/23/09
,. Matthew Grimshaw Begin drafting response to fee auditor's report re Rutan's first interim fee application (.7).
0.70
09/24/09
Matthew Grimshaw Analyze issues raised by fee auditor and work on same(.9); email exchange with G. Amber re reasons for overtime for response to fee auditor's report (.1); work on
second quarterly fee application (.4).
1.40
09/25/09
Matthew Grimshaw Finalize Rutan's response to Fee Auditor's initial report regarding Rutan's first interim fee application (i .0); email same to fee auditor (.1); work on August fee
application (1.8).
2.90
09/28/09
Matthew Grimshaw
Email exchange with Ms. Parnell Qffee auditor's office
2.30
(.2); finalize August fee application (2.1).

09/29/09
Matthew Grimshaw Finalize August fee application (.2);email exchange with S. McFarland re filing same (.2).
0.40
Total Hours
Total Professional Services
10.20
$3,876.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.

The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYSP.T LAW
Pacific Energy Resources Ltd. Fee Application 023353-0031
October 5, 2009 Invoice No. 566853 Page NO.3
DISBURSEMENTS AND COSTS ADVANCED

Duplication
5.70
Total Disbursements
$5.70
Total Current Fees and Costs
$3,881.70
18,791.26 (9,209.06)
Previous Balance Due
Payments and Adjustments Prior Balance Due

,.,
9,582.20
$13,463.90
Total Balance Due
ACCOUNTS RECEIVABLE
0- 30 DAYS $3,881.70
31- 60 DAYS $7,292.00
61- 90 DAYS $1,363.00
91 - 180 DAYS $927.20
OVER 180 $0.00
Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement.

The abbreviation (PA). (LC).or (DC) foliowing an individual's name denotes paraiegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
566854 023353 - 0032

James O'Neal
Date
October 5, 2009
Corporate Governance
INVOICE SUNIMARY
Professional Fees
5,114.00 5,114.00
Wire Instructions
California 18300 Von Kanan Irvipe, CA 92612 AB'A #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
',t;
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individuai's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
566854 023353 - 0032

James O'Neal
Date
October 5, 2009
Corporate Governance
REMITT ANCR COpy

*** PLEASE RETURN THIS PAGE WiTH YOUR REMITTANCE ***
Professional Fees
5,114.00 5,114.00
Wire Instructions
Union Bank of California 18300 Von Karman
Irvine, CA 92612 ABA f.: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Ret~rence: Please refer to the invoice number listed above,
'.,
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
invoice No.
Account No.
Billing Atty.
566854 023353 - 0032

James O'Neal
Date Page
October 5,2009
1
RE: Corporate Governance

09/02/09
Laurie Biegel ( P A)
Review service of
0.10
process and forward same to G.
Amber.
09/03/09
Gregg Amber Work on minutes of August 27 beard meeting.

Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings.
Review service of
0.50
09/03/09
1.00
09/08/09
0.20
process and forward same to G.
Amber.
09/10/09
0.40
FolJow up regarding request from B. Lyng for officer resolutions.
09/11/09
Gregg Amber Telephone conference with G. Tywoniuk re director and

offcer requirements (0.2); review corporate bylaws re
0.60
same (0.2); correspondence with G. Tywoniuk with

answers to his questions re same (0.2).
09/1 4/09
Gregg Amber
1.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
Page No.2
Conference with P. Parmes and telephone conference with G. Tywoniuk re board and management restructure and related D&O liability issues (0.8); correspondence
with G. Tywoniuk re minutes of
board meetings (0.2).

:t
09115/09
Gregg Amber Review e-mail from G. Tywoniuk re matter to be

discussed at board meeting and telephone conference
1.10
with G. Tywoniuk re same (0.3); prepare for, attend and

take minutes at Board meeting (0.8)
09/16/09
0.80
Conference with R. Kumararatne( 0.10); prepare Board

resolutions (0.70).
09/16/09
Gregg Amber
Prepare board meeting minutes.
0.80
09/17/09
2.30
Attend to matters and prepare consents pertaining to officer changes and potential director changes for subsidiaries.
09/17/09
Gregg Amber Review G. Tywoniuk comments and finish minutes of Board meeting (0.3); correspondence with G. Tywoniuk, R. Kumararatne, J. Kuritz and B. Lyng re secretary's certificates needed for bank (0.2).
0.50
09/18/09
2.70
Review and organize signature pages to corporate resolutions.

09/21/09
0.40
Revise consents regarding appointment of officers and list of officers.

09/24/09
0.80
Continue review and organization of signature pages to

corporate resolutions.
09/24/09
Gregg Amber
0.20
Additional disbursements may have been paid or incurred On yvur behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT lAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
October 5, 2009 Invoice No. 566854 Page No.3
Review board resolution proposed by MMS and telephone conference with G. Tywoniuk re same.
09/25/09
1.40
Continue review and organization of corporate documents. 09/29/09

0.20
Obtain signature on meeting minutes (. i); prepare email

to Ms. Allen regarding
same (.1). '

1.30
09/30/09
Prepare consents regarding director changes (1.00);

update Minute Books and index th~reto (.3).
Total Hours
16.30
$5,114.00
Total Current Fees
$5, 114.00
17,231.40 (10,033.50)
7,197.90
$12,311.90
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $5,114.00
31- 60 DAYS $3,885.00
61- 90 DAYS $1,123.20
91-180 DAYS $2,189.70
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT lAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
566855 023353 - 0033

James O'Neal
Bling Atty. Date
October 5, 2009
Alaska Asset Sale
INVOICE SUMMARY
Professional Fees

57,947.50 86.63 58,034.13
Wire Instructions
Union Bank of California
18300 Von Kannan Irvine, CA 926 i 2
ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please reter to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC).or (DC) fol/owing an individual's nar.,e denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO ~5.351g027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
566855
023353 - 0033 James O'Neal October 5,2009
Date
Alaska Asset Sale
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITIANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
57,947.50 86.63 58,034.13
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK
Account Number: 0630133009 Account Name: Rutan & Tucker LLP

Reference: Please refer to the invoice number listed above.
.e-
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNfYS AT LAW
(714)641-5100
Invoice No.
Account No.
Billing Atty.
566855 023353 - 0033

James O'Neal
Date Page
October 5, 2009
I
RE: Alaska Asset Sale

09/01/09
Ciisty G Parker Review and comment on termination letter for Ocar purchase and sale agreement (0.7); communicate with working group re same (0.2); revise Group i exhibits and schedules for sale motion and abandonment motion (0.8); communicatc with working group re same (0.3); draft comprehensive closing checklist for Group I sale (5.4); revise Group 1 purchase and sale agreement (1.0); prepare ancillary documents re same (2.2).
Gregg Amber Extensive correspondence with working group about Group 1 postponement and Group 2 abandonment.
Rushika Kumararatnc
10.60
09/01/09
0.30
09/01/09
1. 0
Review closing conditions in purchase agreement and draft buyer's certificate and seller's certificate as required
by same.
09/0 Jl09
Rushika Kumararatne Review termination provisions of Ocar Purchase Agreement and draft letter terminating same.
0.70
09/02/09
Ciisty G Parker Revise closing checklist for Group.! (i .3); conference calls with working group and officeconferences re same
7.50
Additional disbursements may have been paid or incurred on our behaif and are not reflected in this statement. An additional statement covering such disburements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Alaska Asset Sale
October 5,2009
Invoice No, 566855
023353-0033
Page No.2
(2.5); revise Group 1 purchase and sale agreement (3.0); prepare ancillary closing documents (0.7).
09/02/09
Gregg Amber All hands conference call regarding Group 2 abandonment and regarding Group 1 abandonment/sale work responsibilities (1.0); review CIE revised draft PSA, term sheet and financing letter (0.8); conference with C. Parker re same (0.2); extensive e-mail correspondence with working group regarding Alaska employee matters (0.3); correspondence with M. Jungreis re effect of Group 2 abandonment on litigation (0.2).
2.50
09/02/09
Garett Sleichter /.
Telephone conference with C. Parker, L. Wolf, G. Tywoniuk and R. Kumararatne regarding checklist of closing for Group 1 assets.
1.00
09/02/09
Rushika Kumararatne Prepare for and attend telephone conference with client regarding closing items.
Garett Sleichter
1.50
09/02/09
1.20
Review and update closing checklist for purchase and sale of Alaska Group i assets.
09/02/09
Garett Sleichter
1.00
Telephone conference with Pacific Energy working group regarding status Alaska abanlonment and sale of assets.
09/02/09
Rushika Kumararatne Draft Letter in Lieu of Transfer Order.

Garett Sleichter
0.50
09/02/09
2.50
Review and revise ancillary closing documents and certificates for purchase and sale of Alaska Group 1 assets.
09/03/09
Gregg Amber Extensive correspondence with working group and with
2.00
Additional disbursements may have been paid Or incurred on your beha~ and are not reflected in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's n';me denotes paralegaL. law cierk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS A: CAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
various bidders' counsel regarding PSA drafts (1,5);
review various drafts and re-drafts 'f same (0.5).
09/03/09
Cristy G Parker Revise Group 1 purchase and sale agreements and exhibits for various bidders (7.7); rvise closing checklist re same (1.0); communicate with working group re closing preparation (2.5); review and comment on ancilary closing documents (l.9!.
Rushika Kumararatne Draft and revise written consent re sale of Alaska Group
1 Assets.
13.10
09/03/09
2.30
09/03/09
Rushika Kumararatne
Revise Letter in Lieu of
0.20
Transfer Orders.
09/03/09
Garett Sleichter Manage documents and access to ;'vlerrll datasite.
1.30
09/04/09
Cristy G Parker Negotiate and revise purchase and sale agreements, exhibits and schedules for various bidders (7.5); prepare and distribute multiple redlines re same (1.5); communicate with working group and bidders re same (4.5).
Gregg Amber Prepare for and participate in conference call with NTP and counsel regarding PSA revisioi:s (1.5); correspondence and telephone conferences with various bidder parties and working group regarding PSA documentation (0.5); review varous re-drafts of various
bidder PSAs (0.5).
13.50
09/04/09
2.50
09/04109
Rushika Kumararatnc ':

Coordinate execution of board resclutions.
Cristy G Parker Prepare final sets of clean and redl ine purchase and sale agreements, exhibits and schedules for all bidders (3.0); communicate with working group and bidders re same
0.50
09/05/09
3.40
Additional disbursements may have been paid or incurred on vci:r behalf and are not reftected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's nanie denotes paralegal, law clerk or document clerk.
RUTAN & TUGkER, LLP

ATTORNEYS AT 'i!w
Page No.4
(0.4).
09/05/09
Gregg Amber
Review final versions of
1.00
varous Alaska PSAs and
working group correspondence re same.

09/06/09
Gregg Amber '"
2.70
Correspondence with G. Tywoniuk re Webb bid and equity capital to support it (0.3); prep arc documents relating to Webb purchase agreement and Webb's satisfaction of financial requircmcnts (2.4).
0.30
09/06/09
Cristy G Parker Communicate with working group re closing
preparation. '
09/07/09
Gregg Amber Correspondence and conference call with D. Katic and G. Tywoniuk (0.9) and continue work on Webb Alaska
purchase and finance documents (1.9).
2.80
09/07/09
Cristy G Parker Revise closing checklist for sale of Group 1 assets (1.1); communicate with working group re closing preparation
and alternative transactions (0.8).
1.90
09/07/09
Rushika Kumararatne
Coordinate execution of
0.30
written consent.
09/08/09
Gregg Amber Extensive correspondence with working group regarding final versions of various bidder PSAs and financial wherewithal proof(0.8); review submissions re
same (0.7)
1.50
09/08/09
Cristy G Parker Prepare closing certificates and other ancilary documents for Group 1 sale (3.6); communicate with working group re same (1.3); draft purchase and sale agreement for State of Alaska (3.5); prepare exhibits and schedules re same (1.1); communicate with working
group re same (0.3).
9.80
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) fOllowing an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Page No.5
09/08/09
Garett Sleichter Review and prepare notes to current drafts of Purchase and Sale Agreements for New Alaska Energy and Cook Inlet Energy in preparation for closing.
Rushika Kumararatne Coordinate execution of and assemble written consent.
2.90
09/08/09
0.80
09/09/09
Ciisty G Parker Revise purchase and sale agreement (1.0); communicate with working group re same (0.4); eview and comment
on abandonment order (0.8).
2.20
09/1 0/09
Cristy G Parker Prepare closing documents re Group i sale (4.1); communicate with working group fi~ same (1.2); prepare
clean and marked drafts of abandon..llent exhibit
7.10
reflecting feedback from working group and Union (1.8).
09/10/09
Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfre CIE and NAE bids and possible abandonment.
Garett Sleichter
0.30
09/10/09
1.70
Review and revise ancillary documents to Purchase and Sale Agreement in anticipation of closing of Group 1 assets.
09/1 i /09
Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfre CIE proposals and abandonment.
0.40
09/11/09
Ciisty G Parker E-mail communications with M. Litvak, L. Wolf, G. Tywoniuk and others are Group i sale and abandonment issues and objections by Chevron and others (1.6);
update abandonment exhibit (0.9). ';
2.50
09/ i 4/09
Gregg Amber Correspondence with G. Tywoniuk and L. Wolfre Alaska abandonment.
0.20
Additional disbursements may have been paid or incurred on l'oLlr behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegaL. law c1erX or document clerk.
RUTAN & TUC~(ER, LLP

ATTORNEYS AT lAW
October 5, 2009 Invoice No. 566855 Page NO.6
09/16/09
Cristy G Parker Analyze and outline negotiating polnts in numerous versions of Polytec purchase and sale agreement for purposes of resolving deposit disp\.te with Polytec (5. i); telephone conference with G. Tywoniuk re same (0.2).
5.30
09/17/09
Cristy G Parker Further analysis and revisions to summary of

negotiations relating to various versions of Polytec
1.80
purchase and sale agreements (I .3); e-mail communications with G. Tywoniuk re same (0.5).
09/22/09
Cristy G Parker
Review purchase and sale negotiions summary in
1.50
preparation for conference call withP. Abelson, S. Winn and G. Tywoniuk (0.8); participate on such conference
call (0.7).
09/23/09
Cristy G Parker Prepare for conference call re Polytec deposit status (0.3); participate on such call (0.6).
Cristy G Parker Telephone conference with P. Abelson and others from Polytec counsel, G. Tywoniuk, L. Wolf and others re Polytec deposit dispute (0.7); telephone conference with G. Tywoniuk re preparation of purchase and sale agreement for undeveloped assets (0.3); begin preparing
same (0.7).
0.90
09/25/09
1.70
09/28/09
Cristy G Parker Draft purchase and sale agreement for various Alaska assets that were not abandoned (3.9): telephone conference and e-mail communication with G. Tywoniuk and L. Wolfre same (004), Cristy G Parker Revise draft of purchase and sale agreement for undeveloped assets (4.3); communicate with G. Tywoniuk and D. Cosgrove and L. Wolf via e-mail re same (0.8).
4.30
09/29/09
5.10
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

The abbreviation (PAl, (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT :.AW
Page No.7
09/29/09
Gregg Amber Telephone conference with D. Katic re issues pertaining to ownership of abandoned Alaska assets (0.3): conference call with Pachulski lawyers and lender
lawyers regarding Polytec bid (0.6)..
0.90
Total Hours
Totai:professional Services
129.10
$57,947.50

Long Distance Telephone
'. ',~.
16.24
Color Copies
Miscellaneous
4.20
42.99
23.20
Direct Long Distance
Total Disbursements
$86.63
Total Current Fees and ,Costs
$58,034.13
373,530.21 (212,145.41)
Previous Balance Due . Payments and Adjustments
Prior Balance Due
161,384.80
Total Balance Due
$219,418.93
ACCOUNTS RECEIVABLE
o - 30 DAYS $58,034.13
31- 60 DAYS $144,887.80
61 - 90 DAYS $8,633.50
91- 180 DAYS $7,863.50
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflecled in this statement. An additional statement covering such disbursAments will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFe,SIONAL CORPORATIONS
Attn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
\.,

Billing Atty.
566856 023353 - 0034

James O'Neal
Date
October 5, 2009
Beta Asset Sale
INVOICE SUrvMARY

4,159.50 20.00 4,179.50
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reftrence: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT iJlW
(714) 641-5100
III West Ocean Boulevard, Suite l240
Invoice No.
Account No.
Billing Atty.
566856 023353 - 0034

James O'Neal
Date
October 5,2009
Bela Asset Sale
REMITTANCE COPY
4, 1 59.50
20.00 4,179.50
Wire Instructions
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Acc'ount Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
;'1
Additional disbursemenls may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you The abbreviation (PA), (LC),or (DC) following an individual's nar.-,e denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFE%IONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
566856 023353 - 0034

James O'Neal
Date Page
October 5, 2009
i
RE: Beta Asset Sale
FOR PROFESSIONAL SERVICES RENDERED THRqUGH SEPTEMBER 30, 2009

..,..,
09/0 i /09
Gregg Amber ..
Extensive correspondence with working group re assumption/rejection issues pertaining to Beta leases and
trust agreement and related cure arn()unts, etc.
0.50
09/0ll09
Edson McClellan
0.20
Revise release agreement.

09/0 i /09
Edson McClellan
0.40
Legal research re OWBP A release issues.
09/0ll09
Edson McClellan
0.30
Exchange e-mails with counsel re release agreement.

09/0 i /09
Garett Sleichter
Update and manage documents on Merrll datasite.

09/02/09
Edson McClellan
i.0
0.20
Revise release agreement.
09/02/09
Edson McClellan
1.20
Extensive communications with client and counsel re revisions to release agreement.

09/09/09
Edson McClellan
0.10
Exchange e-mails with Ms. Nardecchia and Mr. Andre

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, (LC),or (DC) foilowing an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
October 5,2009
Invoice No. 566856
023353-0034
Page No.2
re protective order.
09/09/09
Edson McClellan
0.10
Revise protective order in the Small action.
09/17/09
Cynthia Mascio (PA)
0.80
Prepare client documents responsive to Small subpoena.
09/17/09
Edson McClellan
0.40
Revise stipulated protective orderih the Small action.

09/17/09
Edson McClellan
0.20
Organize documents for production in the Small action.
09l7/09
Edson McClellan Exchange e-mails with Mr. Andre and Ms. Nardecchia
re revisions to protective order in the Small action.
0.30
.09/18/09
Edson McClellan
Finalize stipulated protective ordcr.
0.10
09/23/09
Garett Sleichter
3.80
Review overrding royalty interest conveyances and lien conveyances populated on Merrll datasite (3.2); update posting of missing documents (0.6).
09/24/09
Garett Sleichter
1.30
Review and update documents on Merrll datasite.

09/29/09
Edson McClellan Exchange c-mails with B. Walker re termination of employee.
0.20
Total Hours Total Professional Services
11.20
$4,159.50

"E" Filing
Fees
20.00
Additionaiiitursements may have been paid or incurred on yr behalf and are not reflected in this statement.
',.: ':, An additional statement C9vering such disbursements will be furnished to you.
The abbreviatiOn (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Bela Asset Sale
ATTORNEYS AT L~W
023353-0034
Page No.3
Total Disbursements
$20.00
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$4,179.50
173,068.08 (128,126.57)
44,941.5 i
$49,121.01
'. ~~~
ACCOUNTS RECEIVABLE
o - 30 DAYS
$4,179.50
31- 60 DAYS $21,511.31
6J. - 90 DAYS
$11,8 i 9.50
91- 180 DAYS $11,610.70
OVER 180
SO.OO
Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (Le),or (DC) following an individual's namfJ denotes paralegal. Jaw clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS liT L~W
(714) 641-51UO
Pacifc Energy Resources Ltd.
Invoice No.
Account No.
Billing Atty.
AUn: Gerr Tywoniuk, Sf. VP and CFO i I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
566857 023353 - 0035

James O'Neal
Date
October 5, 2009
Financing
INVOICE SUMMARY
CURRENT fNVOICE SUMMARY: Professional Fees
9,006.00 9,006.00
Wire Instructions
Union Bank of California 18300 Von Karman
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
566857 023353 - 0035

James O'Neal
Date
October 5, 2009
Financing
REMITT ANC.E COpy

9,006.00 9,006.00
Wire Instructions
California 18300 Von Karnian Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Uni,:m Bank of
\.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT V,W
611 ANTON BOULEV AR:: SUITE 1400
POST OFFICE BOX 1950

COSTA MESA, CAL1FOR!~IA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
566857 023353 - 0035

James O'Neal
Date Page
Octoher 5, 2009
i
RE: Financing

09/03/09
09/03/09
, .' Gregg Amber

amendment (1.0).
Cristy G Parker Review proposed DIP credit agreement amendment.
0.30
0.40
Review draft 5th amendment to DIP (0.3); conference with C. Parker re same (0.1).
1.90
09/08/09
Cristy G Parker Review and comment on proposed DIP amendment (1.2); communicate with working group re same (0.7). Cristy G Parker Communicate with working group and lenders' counsel re DIP credit agreement amendment (0.5); review and comment on revised drafts of DIP Credit agreement
09/09/09
1.50
09/09/09
Gregg Amber Review DIP amendment no. 5 (0.5); conference with C. Parker (0.2) and correspondence with working group re
same (0.3).
1.00
09/10/09
Cristy G Parker Review and comment on revised draft of DIP credit agreement amendment (0.8); communicate with working group and lenders' counsel re same (0.5).
1.30
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbuFsements will be furnished to you. The abbreviation (PA), (LC),or (DC) followin9 an individual's narne denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Financing 023353-0035
October 5, 2009 (nvoice No. 566857
Page No.2
09/10/09
Gregg Amber Telephone conferences with D. Katic and S. Winn re DIP budget questions and re D&O.,insurance and related matters.
0.90
09/1 0/09
Matthew Grimshaw Analyze wind-down budget issues, (.2)

Cristy G Parker Review and comment on proposed amendment to deposit account control agreement (0.7); communicate via e-mail with A. Bandes, A. Merisidis and J. Kuritz re same (0.9); analyze issues regarding lender overriding
royalty interest obligations (J .2); c'h1l1unicate via
0.20
09/17/09
3.20
e-mail with B. Lyng and G. Amber rc same (0.4).

09/18/09
Cristy G Parker Read materials from B. Lyng in coimection with

analysis of overrding royalty interest obligations to lenders.
0.40
09/21/09
Cristy G Parker Office conferences and e-mail with G. Sleichter and lenders' counsel re amendment and cleanup needed to deposit account control agreements.
Cristy G Parker Prepare analysis of lender overrding royalty grant documents and amendments.
0.90
09/22/09
2.90
09/23/09
Cristy G Parker Prepare analysis of additional lendt~r overrding royalty interests (0.6); communicate with L.. Wolf via e-mail re
same (0.1).
0.70
09/24/09
Cristy G Parker Analyze and summarize overrding royalty interest obligations (0.9); officeconferenceswith G. Sleichter (0.5) and e-mail communications with B. Lyng re same (0.7).
2.10
Additional disbursements may have been paid or incurred on yetir behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's mime denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Pacific Energy Resources Ltd. Financing 023353-0035
09/24109
Garett Sleichter
2.20
Research overrding royalty interests granted to lenders (1.9); calculate ORRI percentagesnd effective dates
applicable to various properties (0.3).
Total Hours Total J;rofessional Services
19.90
$9,006.00
Total Current fees
$9,006.00
130,998.26 (84,014.00)
46,984.26
$55,990.26
Total Balance Due
ACCOUNTS RECEfY ABLE
0-30DAYS
$9,006.00
31- 60 DAYS
61 - 90 DAYS
$11,548.00
$19,129.50
91 - 180 DAYS $16,306.76
OVER 180
$0.00
I.
Additional disbursements may have been paid or incurred on Y9ur behalf and are not reflected in this statement. An additional slatement covering such disbur;ements will be furnished 10 you. The abbreviation (PA). (LC),or (DC) followint an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-51(10
i 1 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
566858 023353 - 0038

James O'Neal
Date
October 5,2009
Gencral Corporate lssucs
INVOICE SUMMARY
i ,242.50
1,242.50
Wire Instructions
Union Bank of California IR300 Von Karman Irvine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 11 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
566858 023353 - 0038

James O'Neal
Date
October 5, 2009
General Corporate Issues
REMITT ANCE COPY

Professional Fees
1,242.50 1,242.50
Wire Instructions
Union Bank of California I 8300 Von Karman
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT u.w

Ceneral Corporate Issues
023353-0038
Page No.2
Review and comment on board resolutions regarding subsidiary officer changes.

09/30/09
Catherine Parsons Research the statute oflimitations for fiduciary duty

claims under Delaware law.
0.80
09/30/09
Rushika Kumararatne Email correspondence with client regarding updating options tables.
0.10
Total Hours
3.80
SI,242.50
Total Current Fecs
$1,242.50
12,027.00 (5,609.60)
6,417.40
Total Balance Due
$7,659.90
ACCOUNTS RECEIVABLE
o - 30 DAYS $1,242.50
31- 60 DAYS $4,009.00
61- 90 DAYS $1,084.90
91-180 DAYS $1,323.50
OVER 180
$0.00
Additional disbursements may have been paid or Incurred on yo~r behalf and are not reflected in this statement. An additional statement covering such disburments will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 35-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-51b
i 1 i West Ocean Boulevard, Suite i 240
Invoice No.
Account No.
Billing Atty.
566859 023353 - 0039

James O'Neal
Date
October 5, 2009
Confidentiality Agreements
INVOICE SUMMARY
i 30.00
130.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 926 I 2
AB #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

A r rORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 .POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Billing Atty.
566859 023353 - 0039

James O'Neal
Date
October 5, 2009
Confidentiality Agreements
REMITT ANCE COPY

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees
130.00 130.00
Wire Instructions
Union Bank of
California
i 8300 Von Karman
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker I.LP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on )'ur behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 35-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
566859 023353 - 0039

James O'Neal
Date Page
October 5, 2009
1
RE: Confidentiality Agreements

FO.R PROFESSIONAL SERVICES RENDERED THR9UGH SEPTEMBER 30, 2009
09/01/09
Shigenobu ltoh
0.10
Review correspondences regarding Breitbum confidentiality agreement.

09/09/09
Shigenobu Itoh
0.20
Review and prepare correspondence with M. Wiesinger regarding draft Beta confidentiality agreement.
09/18/09
Shigenobu Itoh
0.10
Review correspondences from M. Wiesinger and R. Lynd regarding confidentiality agreements.
Total Hours
0.40
$130.00
Total Current Fees
$130.00
15,729.30 (5,754.10)
9,975.20
$10,105.20
Total Balance Due
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (LC),or (DC) following an Individual's name denotes paralegaL. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
October 5, 2009 Invoice No, 566859
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $130.00
31- 60 DAYS $1,072.50
61- 90 DAYS $902.50
91-180 DAYS $8,000.20
OVER 180
$0.00
Additional disbursements may have been paid or incurred on y-ur behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's nama denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCI UDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO 11 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
566860 023353 - 0040

James O'Neal
Date
October 5, 2009
General Contract Review and Preparation
INVOICE SUMMARY
3,364.50 3,364.50
Wire Instructions
ABA #: 122000496 Switt Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Addition~1 diGburGsmentG moy hovO boon poid or incurred on YOlJr h"h~lf Md l'le not refleded if! tlii, 'ldlt,IiI~Iii. An additional statement coverin9 such disbursements will be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNryS AT '..AW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS
611 ANTON BOULEVAR!) SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORI\IA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
566860 023353 - 0040

James O'Neal
Date
October 5, 2009
General Contract Review and Preparation
REMITT ANCE COPY

*** PLEASE RETURN THIS PAGE WlTH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
3,364.50 3,364.50
Wire Instructions
Union Bank of Calif ami
18300 Yon Kannan

Irvine, CA 926 I 2
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009

Account Name: Rutan & Tucker L1.P
Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stal",,,,,,!.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerl or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVi.RD SUITE 1400

POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Invoice No,
Account No.
Billing Atty.
566860 023353 - 0040

James O'Neal
Date Page
October 5, 2009
1
RE: General Contract Review and Preparation

09/03/09
Garett Sleichter
1.50
Review current deposit account control agreements with Wells Fargo and proposed form ofnmendment to same.
09/17/09
Shawn Monterastelli
0.40
Briefly analyze new lease.
09/21/09
Shawn Monterastelli Analyze lease tor replacement premises (.6); draft correspondence to B. Walker regaring same (.2).
Garett Sleichter
0.80
09/21/09
2.70
Review current iterations of deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (1.5); review and revise Wells Fargo
proposed form of amendment to dep')sit account control agreements (1.2).
09/22/09
Garett Sleichter
3.50
Draft amendments to deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (3.2); email and telephone communication with Bingham and Skadden as secured
lenders' counsel (0.3).
09/30/09
Garett SJeichter
Additiom,l di&bumomcnt~ may have been paid or incurred on your be/i,,( "nd "re not reflected in this statemenl. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PAl, (LC),or (DC) following an individual's nam.e denotes paralegal, law clerk or document clerk.
,.
0.20
RUTAN & TUCJ'\ER, LLP

ATTORNEYS AT.
LAW
Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040
Page No.2
Draft email communication to lenders' counsel

regarding amendment to deposit acoount control
agreement.
Total Hours
Total
9.10
Professional Services
$3,364.50
Total Current Fees
$3,364.50
6,661.50 (3,216.00)
3,445.50
:il
Total Balance Due
$6,810.00
ACCOUNTS RECEIVABLE
o - 30 DAYS $3,364.50
31- 60 DAYS $2,212.50
61- 90 DAYS $346.S0
91-180 DAYS $886.50
OVER 180
$0.00
Additiunal disbursements may have been paid or incuned on hur behalf and are not reflected in this statement.
An additional statement covering such disburs.ements wil be furnished to you.

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document cierk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT ;.AW
611 ANTON BOULEVARiJ SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNiA 92628-1950
(714)641-5100
1 I 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
56686 i
023353 - 0041
James O'Neal
Date
October 5, 2009
Securities Issues
INVOICE SUN'MARY
CURRENT fNVOICE SUMMARY: Professional Fees
795.00 795.00
Wire Instructions
Union Bank of Calif ami
i 8390 Van Karman
Addili""..1 di"bul"tlin,,,ts rr"y h"v" be"" paid or incurred on your behalf and are not roflectod in this statement.
An additional statement covering such disbu(sements will be furnished to you. The abbreviation (PAl. (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO ~5-3519027
RUTAN & TUCI\ER, LLP

ATTORNEYS AT 'JW
A PARTNERSHIP INCLUDING PROFISSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 'POST OFFICE SOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
566861 023353 - 0041

James O'Neal
Date
October 5, 2009
Securities Issues
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE Vv'.JH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
795.00 795.00
W'ire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine, CA 926 I 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
,;
Additional dishursement. "'~y Ii~ve been paid or incurrod on your behalf and are not reficctcd in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ADORNEYS AT LAW
A PARTNFRSHIP INCLUDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 11 i West Ocean Boulevard, Suite l240 Long Beach, C A 90802
Invoice No.
Account No.
Billing Atty.
56686 i
023353 - 0041
James O'Neal
Date Page
October 5, 2009
1
RE: Securities Issues
09/16/09
Cristy G Parker E-mail communications with C. Parsons and broker re stockholder request for restricted stcurities legend
0.10
removaL.'
09/25/09
Cristy G Parker Communicate via e-mail with brokers re requests to

transfer restricted securities.
0.20
09/28/09
Cristy G Parker Office conference with C. Parsons re legend to legend securities transfer request requirements (0.2); telephone conference with transfer agent re same (0.2); communicate with brokers via e-mail re same (0. i ).
Cristy G Parker Offce conference with G. Amber (.1) and telephone
conference with G. Tyvioniuk re resC'lution oflegend to legend transfer requests (.1).
0.50
09/29/09
0.20
09/30/09
Cristy G Parker
0.60
to transfer agent re legend to legend transfers without an opinion;(OA); communicate with G. Tywoniuk and C. Parsons via e-mail re same
Draft instruction letter
(0.2).
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
PaciEc Energy Resources Ltd.

Securities Issues
023353-0041
Page No.2
09/30109
Catherine Parsons Communicate with various brokers regarding legend to
0.30
legend transfers. "

Total Hours
1.90
$795.00
Total Current Fees
$795.00
50,3 i 7.49
(40,270.89)
10,046.60
Total Balance Due
$10,841.60
ACCOUNTS RECElVABLE
o - 30 DAYS $795.00
31- 60 DAYS $0.00
61- 90 DAYS
$ i 00.00
91- 180 DAYS $9,946.60
OVER 180
$0.00
Additional disbursements may have been paid or iiicuried Oil yur LJ"liall and ar" nol reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
EXHIBIT B
------ ---
\~Il~~~\~\~\~l~\~\'~~
Hilda Ckii Gs 09/04/DG 11:43 :::::::::::::::: Order" 004417 :::::.====0745

l ***** l** *************** *** * ** ***** * **
********* G U EST Rece ipt *********'

******* * ** *** * ********* ** ************t
Chx Brst Avo Sand 15.45
California Salad 12.50

Subtotl 1 27.95
Tax 2.45 TOTAL 30.40

r.~.-:
Quick CheckO--i-_~niin!L Use Only)
Request lo--Q ~
YO
SesSion 10 -
Verie~or --D2~
Sa 1 ance DUI~
Account II 25710
RUTAN , TUCKER
30.40
USE YOUR Member CAnOu- Take ADVANTAGE
(! IKV I)) (lf (jd( ~: O,913S3~oJ3 Tip ._ _..~.o
RCE\VEO
SE-l 20~~
rDTAl -23
L agree to pay abovn t.uJa 1 AMOUNT
/lCCOUN1H,-IG
according to card siier agreement.
S1gn ~~
\ ( I ~ J ijli:. .(,./4
*PLEASE PAY HE r:li~jllIER* I'ie Apprec i j Le Y!iiir nil:; iOE'S::
USE OF PET CASH FUN OS

(Please attach all receipts)
O/L Code:
,- ,...
-.,,"',.-- ------ ---. '- ~~---.--~._--
lIelcooe To
Del leco "T05'
Connents. Dues tI ons? Store 714.G4Hu49

Main I 1-800.852' m4
ORDER#26
Host: ROHAtlA 08/0S!~ -..: 1:': :;:
OROERl2fi
-'. -.,
.' ::',
Order Type:
To-Go
Jack Quesa
1/Z1b Green
ioft Taco
~ . ..~:
l.~ ~
O. 'i::
1 .'".'1 .
call Drink
Self Serv
Sulltota i
B. m Tax
;.: c ..
r r:
7291099999-0075 106414.01.09111/08
. (.i'~"
fr.:ia 1
t,. ':19
In re: )
STATE OF DELAWARE )
) ss:

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 20th day of October, 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 Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to
the Debtors for the Period September 1-30, 2009
.~
t.
Notary Publ'
Commissio Exp.:
i The Debtors in these cases, along with the last four digits of each of
t,,1ARY E. CORCORAN NOTARY PUBLIC ~ ria i ~ (;r: r\F:~ ~~ ';t S'TI','I: .g' i fr"- ...._~...NJ\JARE rig~ ..nmmi"'i'l'.\ 'In'; 4 '009 hty \lU.~ e ti.?\'t',A. . '.,~ 'i. ,;.'W
the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3;42); 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 ILL W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacifc Energy Resources Ltd.
Fee App Service List

Case No. 09-10785
Document No. 147432
03 - Hand Delivery
06 - First Class Mail
Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
1313 Market Street Wilmington, DE 19899
(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
First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources
111 We. Ocean Boulevard, Ste 1240
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
First Class Mail (Debtors)

Mr. Scott W. Winn Senior Managing Director Zolfo Cooper
1166 Sixth Avenue, 24th Floor
New
York, NY 10026
Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire the United States Trustee Office of J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35
(via First Class Mail) (The Fee Auditor) Waren H. Smith Warren H. Smith & Associates, P.C. Republic Center
325 N. St. Paul, Ste 1250
Dallas, Texas 75201
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Vito 1. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail

(Counsel to Official Committee ofUnsecUfed Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
First Class Mail

(counsel to Official Committee ofUnsecUfed Creditors) Filiberto Agusti, Esquire
Steven Reed, Esquire
Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
First Class Mail

(counsel to Official Committee ofUnsecUfed Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue ofthe Stars, 28th Floor Los Angeles, CA 90067
68773-001\DOCS_DE: 147432. i

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

PACIFIC ENERGY RESOURCES LTD., et al.,i

Case No. 09-10785(KJC)

November 11,2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

Rutan & Tucker LLP

Authorized to Provide Professional

Period for which Compensation and

entered on or about May 1, 2009 September 1, 2009 through September 30,

PRIOR APPLICATIONS FILED

Date Filed 6/17/09

March 9, 2009, to $102,732.50

April 1, 2009 to $124,537.50

May 1 , 2009 to $120,999.50

June 30, 2009

July 1, 2009 to July 31,2009

August 1, 2009 to August 31, 2009

Member of CA Bar since 1981; Member of Co rate La Gr u

Partner since 2005;

Associate since 2004; Member of CA Bar since 2004; Member of

Associate since 2007;

Member of CA Bar since 2007; Member of

Associate since 2005; Member of CA Bar since 2002; Member of Real

Paralegal since 1981

Member of Labor Law rou

Member of Corporate Law Grou

Total Hours: Blcndcd Rate:

$90,318.50 212.60 $424.83

Dated: October 'Z, 2009

RUTAN & TUCKER, LLP

Telephone: 714-641-5100 Facsimile: 714-546-9035

IN THE UNITED STATES BANKRUPTCY COURT

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

PACIFIC ENERGY RESOURCES LTD., et al.,)

Objections Deadline: November 11, 2009 at 4:00 p.m.

"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankptcy Procedure

Tucker LLP ("Rutan" or the

the allov.ed expenses) for a total payment

A Committee of Unsecured Creditors ("Committee") was appointed on or about

2. The Court has jurisdicti0!l over ths. matter pursuant to 28 U.S.c.

interim compensation and reimbursement for expen~es, pursuant to the procedures

4. The retention of Rutan, as special corporate and litigation counsel to the

1, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

6. Rutan has received no payment and no'

promises for payment from any

whatsoever in conoection with the matters covered by this Application. There is no

in this case. .,.

7. Prior to the Petition Date, the Debtors'provided Ruta with a retainer to

this Court and the Banruptcy Code.

and $1,389.62 in expenses with

30, 2009), Ruta. sought approval of$124,537.50

Ruta's computerized billng program by the attorney or paralegal performing the

2123/023353-0031 10432 i 9.0 I .10/20/09

than in a case under the Bankuptcy Code.

Actual and Necessary Expenses

1 i. Rutan charges $0.10 per page for photocopying expenses related to

cases, such as this one, arising in Delaware. Rutan's photocopying machines

13. With respect to providers of on-line legal research services (~,

Summary of Services Rendered

thc Interim Period, are set forth in the attched Exhibit A.