IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

)
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

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

Objection Deadline: July 25, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

FOURTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF JENSEN LUNNY MACINNES LAW CORPORATION, AS CANADIAN COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM OCTOBER 1, 2009 THROUGH JUNE 30, 2010
Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought, including taxes, as Actual, Reasonable and Necessary: Amount of compensation sought for as Actual Reasonable and Necessary for Todd, McMahon Inc., Court appointed Monitor, including taxes Jensen Lunny Maclnnes Law Corporation Debtors and Debtors in Possession

Nunc Pro Tunc to March 9, 2009 by order entered on or about April 29, 2009
October 1, 2009 through June 30, 2010 $2451250

$4,239.80

$15,750.00

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); Carneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Carneros 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.

68773-001 \DOCS_DE; 147450.1

This is a:

x . monthly

interim

- final application.

Three prior fee applications have been filed.

JLM LAW CORPORATION PROFESSIONALS

Name of Professional Individual

H. C. Ritchie Clark Q.C. Kathleen C. Maclnnes Hourak Rahmani-Gorji Noris Pez Diane Toth Temp S. Demello

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Associate Counsel 1991; Member of Law Society of BC since 1974 Partner 2005; Member of Law Society of BC since 1994 Counsel 2006; Member of Law Society of BC since 2006 Legal Assistant Legal Assistant Legal Assistant Legal Assistant

Hourly Billing Rate (including Changes)

Total Hours Billed

Total Compensation

$400.00

48.1

$19,240.00

$350.00

2.3

$805.00

$250.00

5.5

$1,375.00

$100.00 $75.00 $45.00 $100/$150

0.9 26.7 3.0 7.8

$90.00 $2,002.50 $135.00 $865.00

$ 24,512.50 Grand Total: 94.3 Total Hours: Blended Rate: $ 259.94

COMPENSATION BY CATEGORY

Project Categories
Case Administration General Business Advice Stay Litigation

Total Hours
27.6 15.6 51.1

Total Fees
$2,092.50 $2,265.00 $19,375.00

68773-00 1\DOCS_DE:1 47450.1

JLM EXPENSE SUMMARY

Expense Category Documentation and photocopying Postage Long Distance Courier

Service Provider 2 (if applicable)

Total Expenses $1,114.05 $3.93 $47.66 $103.39

TODD MCMAHON INC. PROFESSIONALS

Name of Professional Individual

Ronald G. McMahon

Jennifer Prior

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Licensed Trustee in Bankruptcy (Licensed Trustee since 1977) File Administrator

Total Hourly Hours Billing Billed Rate (including Changes)

Total Compensation

$350.00

47.0

$14,350.00

$65.00

10.0

$650.00

Grand Total: $ Total Hours: Blended Rate: $

15,000.00 57.0 263.15

PSZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

68773-001\DOCSDE: 147450.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors.

)
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

) ) )

Objection Deadline: July 25, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

FOURTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF JENSEN LUNNY MACINNES LAW CORPORATION, AS CANADIAN COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM OCTOBER 1, 2009 THROUGH JUNE 30, 2010
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Courts "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"), Jensen Lunny Maclnnes Law Corporation ("JLM" or the "Firm"), Canadian counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Fourth Monthly Application for

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); Carneros 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.

68773 -00 1\DOCS_DE: 147450.1

Compensation and for Reimbursement of Expenses for the Period from October 1, 2009 through June 30, 2010 (the "Application"). By this Application JLM seeks a monthly interim allowance of compensation in the amount of $24,512.50 and actual and necessary expenses, including applicable taxes, in the amount of $4,239.80, for a total allowance of $28,752.30 and payment of $19,610.00 (80% of the allowed fees) and reimbursement of $4,239.80 (100% of the allowed expenses and taxes) for a total payment of $23,849.80 for the period October 1, 2009 through June 30, 2010 (the "Interim Period"). By this application, JLM also seeks a monthly interim allowance of compensation for Todd McMahon, Inc., the British Columbia Supreme Court appointed Monitor, in the amount of $15,000.00 in actual and necessary compensation, including applicable taxes in the amount of $750.00 for a total allowance of $15,750.00 and payment of $15,750.00 for a total payment of $15,750.00 for the period October 1, 2009 through June 30, 2010. In support of this Application, JLM respectfully represents as follows:
Background

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continue to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee")

68773-001\DOCS_DE: 147450.1

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 jurisdiction over this 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 certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within 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 (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly 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 JLM as Canadian counsel to the Debtors, was

approved effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of

68773-001\DQCSDE: 147450.1

Devlin Jensen as Canadian Counsel for the Debtors and Debtors in Possession

Nunc Pro Tune to the Petition Date," entered on or about April 29, 2009 (the
"Retention Order"). The Retention Order authorized Devlin Jensen to be compensated on an hourly basis and to be reimbursed for actual and necessary outof-pocket expenses. Effective May 1st, 2009, Devlin Jensen changed its name to Jensen Lunny Maclnnes Law Corporation.

JLMs APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5.

All services for which JLM requests compensation were

performed for or on behalf of the Debtors. 6. JLM has received no payment and no promises for payment

from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between JLM and any other person other than the principals of JLM for the sharing of compensation to be received for services rendered in this case. JLM has received payments from the Debtors during the year prior to the Petition Date in the amount of 287,890.77, including the Debtors aggregate filing fees for Canadian stay litigation, in connection with the preparation of initial documents and its prepetition representation of the Debtors. JLM was current as of the Petition Date.

68773-001 \DOCS_DE: 147450.1

Fee Statements

7.

Five fee statements for the Interim Period are attached hereto

as Exhibits A to E. These statements are blended between the Canadian

Companies Creditors Arrangement Act Proceedings and general services rendered

for the Debtors and they each contain hourly breakdowns and describe the time spent by each attorney and paraprofessional during the Interim Period. To the best of JLMs knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. JLMs time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. JLMs charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services. JL4M has no charges related to any non-working "travel time". All amounts, for fees, expsenses, or taxes, are expressed in Canadian Dollars.
Actual and Necessary Expenses

8.

A summary of actual and necessary expenses incurred by JLM

for the Interim Period is attached hereto as part of Exhibits A to E. JLM customarily charges $0.35 per page for photocopying expenses related to cases, such as this one, arising in British Columbia. JLMs photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. JLM summarizes each clients photocopying charges on a daily basis.

68773-001\Docs_DE: 147450.1

JLM recognizes that the allowable rate in this matter is $0.10 per page and will voluntarily reduce its charges by $795.70 on its next quarterly application. 9. JLM charges $2.00 per page for out-going facsimile

transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects JLMs calculation of the actual costs incurred by JLM for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. JLM does not charge the Debtors for the receipt of faxes in this case. No such transmission expenses are claimed in this application. 10. With respect to providers of on-line legal research services

LEXIS and QUICKLAW), JLM charges the standard usage rates these providers charge for computerized legal research. JLM bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by JLM is passed on to the client. 11. JLM believes the foregoing rates are the market rates that the

majority of law firms charge clients for such services. In addition, JLM believes that such charges are in accordance with the provisions of the B. C. Legal

Professions Act.
Summary of Services Rendered

12.

The names of the partners and associates of JLM who have

rendered professional services in these cases during the Interim Period, and the

68773-001\DOCS_DE: 147450.1

paralegals and case management assistants of JLM who provided services to these attorneys during the Interim Period, are set forth in the Invoices attached as Exhibits A to E. 13. JLM, by and through such persons, has conducted proceedings

in B.C. pursuant to the Companies Creditors Arrangement Act, prepared and assisted in the preparation of various motions and orders submitted to the B.C. Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with the Debtors bankruptcy cases and business, and performed all necessary professional services which are described and narrated in detail below. JLMs efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. 14. The Supreme Court of British Columbia, pursuant to the

Company CreditorsArrangement Act, appointed, as an Officer of the Court, Todd

McMahon Inc. as Monitor and Information Officer in the Canadian Company

CreditorsArrangernent Act proceeding.

15. The appointment of such Monitor is mandatory pursuant to the The Monitor carries out

provisions of the Company CreditorsArrangement Act.

those functions as directed by the British Columbia Supreme Court and, in particular, from time to time was ordered to file reports with the B.C. Supreme Court as to the progress of the bankruptcy litigation. Although appointed by the British Columbia Supreme Court, the Monitors fees are for the account of and to be paid by the Debtors. JLM also seeks payment of the fees of the Monitor.

68773-001\DOCS_DE 147450.1

16.

The names of the partners and associates of the Monitor who

have rendered professional services in these cases during the period October 1, 2009 through June 30, 2010 and the Case Management Assistants of the Monitor who provided services to the Monitor during the interim period are set out in the invoice attached as Exhibit F. The itemized hours charged by the Monitor are set forth in the pre-billing summary attached as Exhibit G.
Summary of Services by Project

17.

The services rendered by JLM during the Interim Period can be

grouped into the categories set forth below. JLM attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibits A to E which identifies the attorneys and paraprofessionals who rendered services, along with the number of hours for each individual and the total compensation sought for each. JLMs computerized time keeping program does not permit the segregation of services on one ifie into tasks. The following groupings were calculated manually, from the computerized records set forth in Exhibits A to E. A. Case Administration 18. During the Interim Period, the Firm, among other things: (1)

reviewed correspondence and pleading and forwarded them to appropriate parties;

68773-001\DOCSDE:I 47450.1

(2) maintained a memorandum of Critical Dates; (3) maintained document control; (4) prepared Court materials; and (5) maintained service lists. Fees: $2,092.50 Hours: 27.6

B. General Business Advice

19. This category includes work related to general business issues. During the Interim Period, the Firm, among other things: (1) attended to communication procedures issues; (2) prepared for and participated in case status conferences with the client; (3) attended to Board of Directors issues; and (4) corresponded and conferred regarding general business advice and exchange issues. Fees: $2,265.50 Hours: 15.6

C. Stay Litigation
20. This category includes work related to the stay obtained pursuant to the Companies Creditors Arrangement Act and advice, from time to time on Canadian aspects of these proceedings. During the Interim Period, the Firm, among other things: (1) performed work relevant to the

Companies

Creditors Arrangement Act Proceedings; (2) drafted and served Orders and
material; (3) performed research; and (4) corresponded and conferred regarding Canadian stay issues as affecting the bankruptcy litigation.

Fees: $19,375.00 Hours: 51.1

68773-001\DOCSDE: 147450.1

Valuation of Services

21.

Attorneys and paraprofessionals of JLM expended a total 20.8

hours in connection with their representation of the Debtors during the Interim Period, as follows:

JLM LAW CORPORATION PROFESSIONALS Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Associate Counsel 1991; Member of Law Society of BC since 1974 Partner 2005; Member of Law Society of BC since 1994 Counsel 2006; Member of Law Society of BC since 2006 Legal Assistant Legal Assistant Legal Assistant Legal Assistant Hourly Billing Rate (including Changes) Total Hours Billed Total Compensation

H. C. Ritchie Clark Q. C. Kathleen C. Maclnnes Hourak Rahmani-Gorji Noris Pez Diane Toth Temp S. Demello

$400.00.

48.1

$19,240.00

$350.00

2.3

$805.00

$250.00

5.5

$1,375.00

$100.00 $75.00 $45.00 $100/$150

0.9 26.7 3.0 7.8

$90.00 $2,002.50 $135.00 $865.00

Grand Total: $ 24,512.50 94.3 Total Hours: 259.94 Blended Rate: $

22. Trustees, professionals and paraprofessionals of Todd McMahon

Inc. expended a total of 47.0 hours in connection with its function as Court

68773-00 1\DOCS_DE: 147450.1

appointed Monitor during the period October 1, 2009 through June 30, 2010, as follows:

TODD MCMAHON INC. Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Licensed Trustee in Bankruptcy (Licensed Trustee since 1977) File Administrator Hourly Billing Rate (including Changes) Total Hours Billed
Total Compensation

Ronald G. McMahon

$350.00

47.0

$14,350.00

Jennifer Prior

$65.00

10.0

$650.00

Grand Total: $ 15,000.00 57.0 Total Hours: 263.15 Blended Rate: $

23. JLM is required by law to charge, collect and remit to the

relevant Governmental Authority Provincial Social Services Tax in an amount equal to 7% of fees charged and Federal Goods and Services Tax in an amount equal to 5% of fees charged and of certain expenses incurred. The required amounts total Social Services Tax in the amount of $1,715.89 and Goods and Services Tax in the amount of $1,284.58. 24. Todd McMahon Inc. is required by law to charge, collect and

remit to the relevant Governmental Authority Federal Goods and Services Tax in an amount equal to 5% of fees charged and of certain expenses incurred. The

68773-001\DOCS_DE:1 47450.1

required amounts of Federal Goods and Services Tax total $750.00. The Monitor is not required to collect and remit Provincial Social Services Tax. 25. The nature of work performed by these persons is fully set forth

in Exhibits A to G attached hereto. These are JLMs and the Monitors normal hourly rates for work of this character. The reasonable value of the services rendered by JLM for the Debtors during the Interim Period is $24,512.50 and of that rendered by the Monitor is $15,750.00. 26. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by JLM is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, JLM has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, JLM respectfully requests that, for the period October 1, 2009 through June 30, 2010 an interim allowance be made to JLM for compensation in the amount of $24,512.50 and actual and necessary expenses in the amount of $4,239.80 for a total allowance of $28,752.30, and payment of $19,610.00 (80% of the allowed fees) and reimbursement of $4,239.80 (100% of the allowed expenses) be authorized for a total payment of $23,849.80. By this application, JLM also seeks a monthly interim allowance of compensation for Todd McMahon, Inc.,

68773-001\DOCS_DE: 147450.1

the Court appointed Monitor, in the amount of $15,000.00 in actual and necessary expenses, including applicable taxes in the amount of $750.00 for a total allowance of $15,750.00 and payment of that amount through JLM, and as a disbursement to them for the period of October 1, 2009 through June 30, 2010 (the interim period), and for such other and further relief as this Court may deem just and proper.

Dated: July 2, 2010

JENSEN LUN}fY MACFNNE 14W CORPORATION

HRitchie CTrkQ J PO. Box 12077, Suite 2550, 555 West Hastings Street Vancouver, BC V613 4N5 Telephone: 604-684-2550 Facsimile: 604-684-0916 Canadian Counsel for Debtor and Debtor in Possession

68773-001 \DOCS DE: 147450.1

VERIFICATION

STATE OF DELAWARE COUNTY OF NEW CASTLE H. C. Ritchie Clark, Q.C., after being duly sworn according to law, deposes and says: a) I am Associate Counsel of the applicant law firm Jensen Lunny

Maclnnes Law Corporation. b) I am thoroughly familiar with the work performed on behalf of

the Debtors by the lawyers and paraprofessionals of Jensen Lunny Maclnnes Law Corporation. c) I have reviewed the foregoing Application and the facts set forth

therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on or about April 8, 2009, and submit that the Application substantially complies with such Rule and Order.

SWORN AND SUBSCRIBED be re me thi day of <EdLY , 2010.

A cnissioner for taking 4tnpumbia

Barrister & Solicitor

SUITE 2550 - 555 WEST HASTINGS STREET VANCOUVER, B.C.

I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors )
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

) )
)

) Objection Deadline: July 25, 2009 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties") Jensen Lunny Maclnnes Law Corporation ("JLM"), Canadian counsel to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Monthly Application for Compensation and Reimbursement

of Expenses of Jensen Lunny

Mac Innes Law Corporation as Canadian Counsel to the Debtors and Debtors in Possession, for the Period from October 1, 2009 through June 30, 2010, seeking compensation for services in the amount of $24,512.50 and reimbursement of costs incurred in the amount of $4,239.80 (the "Application") and Monthly Application for Allowance of Compensation for Todd McMahon, Inc., the British Columbia Supreme Court Appointed Monitor for the Period October 1, 2009 through June 30, 2010 seeking compensation for expenses in the amount of $15,750.00. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a) and 331

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

! 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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W.

Professionals and Committee Members [Docket No. 147] (the "Administrative Order") and must be filed with the Clerk of the United States Bankruptcy 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 July 25, 2010 (the "Objection Deadline")

Objections or other responses to the Application, if any, must also be served so that they are received not later than July 25, 2010 at 4:00 p.m. prevailing Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszjlaw.com and (2) Pachuiski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., I I 1 Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash(pszilaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpipersteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan(pepperlaw.com (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

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

Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount 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 Bankruptcy Court. Dated: July 6, 2010 PACHULSKI STANG ZIEHL & JONES LLP

Is! S cotta E. McFarland Laura Davis Jones (DE Bar No. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, l7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ljones@pszjlaw.com ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@,pszj law.com ioneill(pszilaw.com krnakowski@pszjlaw.com
Counsel for Debtors and Debtors in Possession.
68773-002\DOCS_DE: 161577.1

EXHIBIT A

42125-00I\DOCS_DE:6375. I

DATE: FILE NO: BILL NO: OUR GST REG.#:

12/NOV/09 1426-0 KM 42614 128913258 858909377 138724646 814022349 858992035

PACIFIC ENERGY RESOURCES LTD. #1240 - 111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802

ATTENTION: MR. GERRY TYWONIUK RE: GENERAL

TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING:

Date 05/OCT/09

Lawyer HR

Staff

05/OCT/09 06/OCT/09 06/OCT/09

HRC HRC DT

07/OCT/09 131OCT/09

DT HR

141OCT109 15/OCT/09 16/OCT/09 I6IOCT/09 16/OCT/09 16/OCT/09

HRC DI SDM TMP KM HRC

Description E-MAIL FROM JERETT CREED REGARDING STATUS OF CCAA ORDER; CORRESPONDENCE WITH RITCHIE CLARK REGARDING SAME; PROVIDE RESPONSE TO JERETT CREED; REVIEW DOCUMENTS; DISCUSSIONS WITH MONITOR; E-MAILS TO ACCOUNTANTS; E-MAILS FROM S. MCFARLAND (x2); LETTER TO M. CERVI AND K. NOWNES SCAN AND EMAIL LETTERS TO CLIENTS; E-MAIL FROM M. CERVI; TELEPHONE CALL FROM ALMIRA JARA REGARDING WARRANT OF PACIFIC ENERGY RESOURCES AND ABILITY TO REQUEST SPLITS OF SAME; REVIEW ORDERS; DISCUSSIONS WITH MONITOR; E-MAILS FROM AND TO K. NOWNES; DRAFT WARRANT CERTIFICATES FOR SHARE-SPLITS; PRINT PROOF OF CLAIM DOCKETS FROM UNITED STATES BANKRUPTCY COURT; CORRESPONDENCE WITH BANKRUPTCY LAWYERS; REVIEW PROOFS OF CLAIM; REVIEW MATERIALS AND AMENDMENTS; REVIEW ORDERS;

Hours 0.20

Amount $50.00

1.80 0.40 0.50

$720.00 $160.00 $37.50

0.10 0.10

$7.50 $25.00

1.50 0.20 0.30 3.00 0.30 2.30

$600.00 $15.00 $45.00 $135.00 $105.00 $920.00

PO Box 12077, Suite 2550, 555 West Hastings Street, Vancouver, BC V613 4N5 Tel 604.684.2550 Fax 604.684.0916

An Association of Law Corporations

16IOCT/09 16/OCT/09

HRC DT

19/OCT/09 19/OCT/09 HR

SDM

19/OCT/09 19/OCT/09 20/OCT/09 20/OCT/09 20/OCT/09 20/OCT/09 21/OCT/09 21/OCT/09 21/OCT/09 22/OCT/09 23/OCT/09 23/OCT/09

HRC DT SDM HR HRC DT HR HRC DT HRC SDM KM

23/OCT/09 28/OCT/09

HRC KM

29/OCT/09 02/NOV/09 03/NOV/09 04/NOV/09

KM HRC DT DT

05/NOV/09

SDM

PREPARE FEE APPLICATION; REVIEW ACCOUNTING RECORDS; E-MAILSTO AND FROM K. NOWNES; TELEPHONE CONFERENCE WITH K. NOWNES (X2) REGARDING E-MAIL PROOFS OF CLAIM; INSTRUCTIONS TO PRINT PROOFS OF CLAIMS; PRINT PROOF OF CLAIM DOCKETS 1 456; PREPARED COVER LETTER FOR SPLIT SHARES; REVIEW WARRANT CERTIFICATES PREPARED FOR TD WATERHOUSE PER REQUEST FOR WARRANT SPLIT; REVIEW ACCOUNTING RECORDS; E-MAIL FROM S. MCFARLAND REGARDING 2ND INTERIM FEE APPLICATION; REVISED LETTER FOR SHARE SPLIT AND UPDATE MASTER WARRANT REGISTER; UPDATE WARRANT MASTER LIST PER SPLIT REQUEST FROM TO WATERHOUSE; PREPARE SECOND QUARTERLY APPLICATION; REVIEW ACCOUNTS; COPY SAME FOR RITCHIE CLARK; CORRESPONDENCE WITH GERRY TYWONIUK REGARDING STATUS OF CCJV\; DRAFT APPLICATION; DRAFT THIRD MONTHLY AND SECOND QUARTERLY APPLICATIONS; REVISIONS; FINALIZE APPLICATION; FINALIZE WARRANT SPLIT DOCUMENTS TO BE SENT TO TD WATERHOUSE; TELEPHONE CALL FROM GERRY TYWONIUK REGARDING SELLING SHELL/TRADING SHELL; PREPARE APPLICATION; TELEPHONE CALL TO MONITOR; E-MAIL TO GERRY TYWONIUK; TELEPHONE CALL FROM TODD MCMANN (CCAA MONITOR); TELEPHONE CALL WITH GERRY TYWONIUK RE: NEXT LISTING; REVIEW REPORT; LETTER TO MONITOR; E-MAILS TO AND FROM A. PARNELL AND S. MCFARLAND; E-MAIL TO FEE AUDITOR WITH SECOND QUARTERLY APPLICATION AND ATTACHMENTS; DRAFT WARRANT RE-REGISTRATION CERTIFICATE AND LETTER;
-

0.80 1.50

$320.00 $112.50

0.20 0.80

$30.00 $200.00

1.00 1.00 0.50 0.40 1.00 0.30 0.20 2.00 2.50 1.00 0.30 0.10

$400.00 $75.00 .$75.00 $100.00 $400.00 $22.50 $50.00 $800.00 $187.50 $400.00 $45.00 $35.00

2.00 0.30

$800.00 $105.00

0.10 0.50 0.30 0.30

$35.00 $200.00 $22.50 $22.50

0.40

$60.00

05/NOV/09

06/NOV/09

RECEIPT AND REVIEW OF E-MAIL FROM FEE AUDITORS OFFICE; REVIEW OF FEE AUDITORS FIRST INITIAL REPORT AND SECOND MONTHLY FEE APPLICATION TO RESPOND TO E-MAIL; LETTER TO FEE AUDITORS OFFICE: E-MAIL TO FEE AUDITORS OFFICE; E-MAILS FROM AND TO A. PARNELL AT FEE AUDITORS OFFICE; NP TELEPHONE CALL FROM K. TANG OF RBC DOMINION REGARDING E-MAIL ADDRESS; DT

1.00

$75.00

0.10

$10.00

Total Taxable Fees: Total Fees DISBURSEMENTS AND 0/C: Taxable Disbursements: DOCUMENTATION LONG DISTANCE TELEPHONE CANADA POST Total Taxable Disbursements and 0/C:

$7,402.50 $7,402.50

297.50 0.36 1.18 $299.04

TOTAL DISBURSEMENTS AND OTHER CHARGES: TOTAL FEES: 5.00% GST on Taxable Fees and Disbursements 7.00% SST on Taxable Fees TOTAL FEES, DISBURSEMENTS AND TAXES: PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT TOTAL AMOUNT DUE AND OWING

$299.04 $7,402.50 $385.08 $518.18 $8,604.80 $3,742.31 $2,853.00 $5,995.89 $3,965.37 $7,890.81 $3,091.44 $12,278.05 $48421.67

THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW COEQRATION

PER:

.///jV j7})
NN

Isp

PAYABLE ON RECEIPT BEARING INTEREST OF 1.5% PER MONTH (18% PER YEAR) AFTER 30 DAYS E. & O.E.

EXHIBIT B

42125-00I\DOCSDE:6375. I

DATE: FILE NO: BILL NO: OUR GSTREG#:

08/JAN/10 KM 1426-0 42727 858909377 128913258 814022349 138724646 858992035

FLECOPY

PACIFIC ENERGY RESOURCES LTD. #1240 - 111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802

ATTENTION: MR. GERRY TYWONIUK RE: GENERAL

TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING: Date 06/NOV/09 Lawyer Staff DT Description E-MAIL WITH FEE AUDITORS FINAL REPORT FROM S. MCFARLAND; REVIEW FINAL REPORT; E-MAIL TO S. MCFARLAND; E-MAIL FROM S. MCFARLAND; REVIEW MATERIAL; E-MAILS FROM AND TO K. FINLAYSON REGARDING FEE APPLICATION HEARING ON DECEMBER 8TH; E-MAIL FROM S. MCFARLAND REGARDING SECOND INTERIM RECEIPT STATUS; REVIEW APPLICATIONS FOR COMPARISONWITH RECEIPT STATUS OF FEE AUDITOR; FINALIZED LETTER FOR WARRANT REREGISTRATION AND FORWARDED DOCUMENTS TO RBC DEXIA; REVIEW DOCUMENTS PREPARED FOR WARRANT RE-REGISTRATION; EMAIL GERRY TYWONIUK TO REMIND OF DEADLINE FOR FILING INTERIM FINANCIAL STATEMENTS AND OBTAIN CONFIRMATION THAT FINANCIALS ARE NOT BEING FILED BY COMPANY; REVIEW ORDERS; E-MAIL FROM B. KOVELESKI; E-MAIL FROM K. FINLAYSON WITH NOTICE OF HEARING DECEMBER 8TH; REVIEW THE COMPANYS SEDAR FILE IN RESPECT OF THE DEADLINE FOR ITS THIRD QUARTER INTERIM FINANCIAL STATEMENTS; EMAIL TO HOURAK RAHMANI; E-MAIL FROM B. KOVELESKI; E-MAIL FROM ROBERT SAUNDERS REGARDING STATUS OF COMPANYS
-

Hours 0.50

Amount $37.50

10/NOV/09 10/NOV/09

HRC DT

2.00 1.40

$800.00 $105.00

12/NOV/09

SDM

0.30

$30.00

12/NOV/09

HR

0.40

$100.00

12/NOV/09 12/NOV/09

HRC DT

1.00 0.20

$400.00 $15.00

12/NOV/09

NP

0.20

$20.00

13/NOV/09 16/NOV/09

DT KM

0.20 0.10

$15.00 $35.00

P0 Box 12077, Suite 2550, 555 West Hastings Street, Vancouver, BC V6B 4N5 Tel 504.684.2550 Fax 604.684.0916 An Association of Law Corporations

17/NOV/09 17/NOV/09 17/NOV/09 20/NOV/09 HRC HRC

SDM

SDM

23/NOV/09

SDM

25/NOV/09

SDM

25/NOV/09

DT

26/NOV/09

SDM

26/NOV/09 27/NOV/09 30/NOV/09 HRC HR

DT

01/DEC/09 03/DEC/09

HRC HR

03/DEC/09

HRC

03/DEC/09

DT

03/DEC/09

DT

SHARES; RESPOND TO SAME; PREPARED WARRANT SPLIT CERTIFICATES AND UPDATED WARRANT REGISTER; REVIEW DOCUMENTS; PREPARE APPLICATION; FINALIZED WARRANT SPLIT CERTIFICATES; SCANNED AND COURIERED THE SAME TO RBC DOMINION SECURITIES INC; PREPARED WARRANT RE-REGISTRATION CERTIFICATE; UPDATED WARRANT REGISTER AND DRAFTED COVER LETTER; DRAFTED WARRANT SPLIT CERTIFICATES AND COVER LETTER; UPDATED WARRANT REGISTER; REVIEW FILE (I.E. CORRESPONDENCE AND E-MAILS) REGARDING COMPARING WITH FEE AUDITORS RECEIVED/MISSING MATERIALS; LETTER TO FEE AUDITOR ENCLOSING ORIGINAL 1ST AND 2ND QUARTERLY APPLICATION MATERIALS; E-MAIL TO FEE AUDITOR (x3); FINALIZED LETTERS, SCANNED WARRANT RE-REGISTRATION CERTIFICATES AND WARRANT SPLIT CERTIFICATES AND COURIERED THE SAME TO TD WATERHOUSE AND NBCN CLEARING HOUSE; E-MAILS FROM B. KOVELESKI WITH LENGTHY ATTACHMENTS; CONFIRM ADDRESS FOR FED. EX.; PREPARE MATERIAL; TELEPHONE MESSAGE FOR GREG MERCER OF BMO BANK OF MONTREAL REGARDING HIS INQUIRY AS TO STATUS OF WARRANTS OF PACIFIC ENERGY AND PER INSTRUCTIONS FROM GERRY TYWONIUK; REVIEW ORDER REGARDING ASSETS AND PLEADINGS; PREPARE MOTION; TELEPHONE CALL WITH GREG MERCER AT BMO NESBIT BURNS REGARDING PROCEDURES FOR SPLIT OF WARRANT CERTIFICATES; REVIEW MATERIALS; PREPARE FOR HEARING; E-MAILS TO AND FROM K. FINLAYSON AND S. MCFARLAND; ORGANIZING/FILING E-MAILS WITH LENGTHY ATTACHMENTS FROM B. KOVELESKI (X7); EMAIL TO AND FROM B. KOVELESKI; REVIEW APPLICATIONS FOR FIRST AND SECOND MONTHLY AND FIRST QUARTERLY AND MATCH APPLICATIONS WITH INVOICES; EMAIL FROM AND TO H.C.R. CLARK; E-MAIL FROM AND TO K. FINLAYSON AND S. MCFARLAND; FAX AND TELEPHONE CALL TO COURTCALL

0.60 0.60 2.00 0.40 0.30

$60.00 $240.00 $800.00 $40.00

$30.00

0.30

$30.00 $150.00

2.00

0.40

$40.00

0.50 2.00 0.10

$37.50

$800.00 $25.00

2.00 0.10

$800.00 $25.00

2.30

$920.00 $150.00

2.00

0.30

$22.50

07/DEC/09

HRC SDM

081DEC/09

08/DEC/09 08/DEC/09

HRC DT

09/DEC/09

SDM

10/DEC/09 111DEC/09 11/DEC/09 14/DEC/09

HRC HRC DT SDM

14/DEC/09 15/DEC/09

HRC DT

16/DEC/09 17/DEC/09 17/DEC/09 18/DEC/09 22/DEC/09

HRC HRC DT HRC SDM

22/DEC/09 29/DEC/09

DT SDM

TO SCHEDULE H.C.R. CLARKS PARTICIPATION IN TELEPHONE/COURT CONFERENCE ON DECEMBER 8TH, 2009; REVIEW MATERIALS; DRAFTED WARRANT CERTIFICATES AND COVER LETTER TO NESBITT BURNS FOR WARRANT RE-REGISTRATION REQUEST; UPDATED WARRANT REGISTER; PREPARATION FOR AND ATTENDANCE AT HEARING; E-MAIL FROM S. MCFARLAND; REVIEW FILE AND MATERIALS; E-MAIL TO FEE AUDITOR; FURTHER E-MAIL FROM AND TO S. MCFARLAND; E-MAIL FROM AND TO M. WHITE; FURTHER E-MAILS FROM S. MCFARLAND AND M. WHITE; ASSEMBLED, PHOTOCOPIED, SCANNED AND COURIERED WARRANT RE-REGISTRATION PACKAGE FOR NESBITT BURNS; MEMO TO ACCOUNTING DEPARTMENT; REVISE MEMO TO ACCOUNTING DEPARTMENT, REGARDING ACCOUNTS; TELEPHONE CALL TO MONITOR; REVISING MEMO TO ACCOUNTING; PREPARED WARRANT SPLIT CERTIFICATES AND COVER LETTER FOR NESBITT BURNS SPLIT REQUEST; UPDATED WARRANT REGISTER; SCANNED AND COURIERED REREGISTRATION PACKAGE TO NESBITT BURNS; DRAFT APPLICATION; RECEIPT AND REVIEW OF FEE AUDITORS NOTICE OF AMENDED MONTHLY FEE AND EXPENSE INVOICE; PREPARE MATERIALS; DRAFT ORDER; DRAFTING NOTICE OF MOTION, ORDER AND PROOF OF CLAIM; REVISE ORDER; DRAFTED WARRANT RE-REGISTRATION CERTIFICATE AND COVER LETTER TO CIBC MELLON; UPDATED WARRANT REGISTER; CONFERENCE WITH ACCOUNTING REGARDING PAYMENT; E-MAIL TO HCRC AT HOME; PREPARED WARRANT SPLIT CERTIFICATES AND LETTER; UPDATED WARRANT REGISTER;

0.80 0.40

$320.00 $40.00

1.00 2.50

$400.00 $187.50

0.40

$40.00 $200.00 $280.00 $7.50 $50.00

0.50 0.70 0.10 0.50

2.50 0.50 2.00 1.00 2.50 0.60 0.50

$1,000.00 $37.50

$800.00 $400.00 $187.50 $240.00 $50.00

0.20

$15.00 $60.00

0.60

Total Taxable Fees:

Total Fees

$10,042.50 $10,042.50

DISBURSEMENTS AND 0/C:

Taxable Disbursements: DOCUMENTATION LONG DISTANCE TELEPHONE CANADA POST Total Taxable Disbursements and 0/C: Non-Taxable Disbursements: FEDERAL EXPRESS COURIER Total Non-Taxable Disbursements:

532.70 1.86 1.18 $535.74

57.66 $57.66

TOTAL DISBURSEMENTS AND 0/C: TOTAL FEES: 5.00% GST on Taxable Fees and Disbursements 7.00% SST on Taxable Fees TOTAL FEES, DISBURSEMENTS AND TAXES: PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT TOTAL AMOUNT DUE AND OWING THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW CORPORATION
4

$593.34 $10,042.50 $528.92 $702.98 $11,867.80 $627.51 $1,740.49 $3,965.37 $7,890.81 $3,091.44 $12,278.05 $8,604.80 $50.066.27

PE KATHLEEN MACINNS .
/Ic PAYABLE ON RECEIPT BEARING INTEREST OF 1.5% PER MONTH (18% PER YEAR) AFTER 30 DAYS E. & O.E.

EXHIBIT C

42125-001 \DOCS DE:6375. I

DATE: FILE NO: BILL NO: OUR GST REG.#:

15/FEB/10 1426-0 KM 42818 858909377 128913258 138724646 814022349 858992035

PACIFIC ENERGY RESOURCES LTD.

#1240 - 111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802

ATTENTION: MR. GERRY TYWONIUK

RE:

GENERAL

TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING:

Description Hours

Date

Lawyer

Staff

04/JAN/I0

SDM

04/JAN/10

HR

11/JAN1I0 12/JAN/10 15/JAN/10

HRC DT HR

15/JAN/10

NP

FINALIZED WARRANT CERTIFICATES AND COVER LETTERS AND COURIERED DOCUMENTS TO TD WATERHOUSE AND CIBC MELLON; REVIEW INCENTIVE WARRANT REREGISTRATION DOCUMENTS; TELEPHONE CALL TO CIBC TO RESPOND TO THEIR INQUIRIES REGARDING STATUS OF INCENTIVE WARRANTS; REVIEW ORDERS AND STATUS OF AMERICAN PROCEEDINGS TO ASCERTAIN SUITABILITY OF CANADIAN APPLICATION; RECEIPT AND REVIEW OF MATERIAL FROM B. KOVELESKI; FOLLOW-UP WITH GERRY TYWONIUK ON STATUS OF RESPONSE LETTER TO SECURITYHOLDERS IN RESPONSE TO CORPORATE ACTION REQUESTS; TELEPHONE CALL AND EMAIL CORRESPONDENCE WITH SCOTTA MACFARLANDTO FINALIZE FORM OF LETTER; ASSIST WITH PREPARATION OF LETTER; EMAIL DRAFT LETTER TO RITCHIE CLARK FOR REVIEW; TELEPHONE CALL FROM ADRIAN FRILOT REGARDING ACCOUNT; TELEPHONE CALL TO ADRIAN FRILOT; REVIEW FILE; FAX COPIES OF PREVIOUS ACCOUNTS TO ADRIAN FRILOT;

0.50

Amount $50.00

0.40

$100.00

2.00 0.20 0.50

$800.00

$15.00 $125.00

0.60

$60.00

PO Box 12077, Suite 2550, 555 West Hastings Street, Vancouver, BC V6B 41\15 Tel 604.684.2550 Fax 504.684.0916

An Association of Law Corporations

18/JAN/10

27/JAN/10 HR

28/JAN/1 0

01/FEB/I 0 021FEB/I 0 HRC

03/FEB/i 0 05/FEB/10 KM

05/FEB/10 08/FEB/i 0 Total Taxable Fees: Total Fees

DT RECEIPT AND REVIEW OF AMENDED MONTHLY INVOICE AND THIRD INTERIM VERIFIED FEE APPLICATION FROM FEE AUDITOR; PREPARE LETTER RESPONSE TO INCENTIVE WARRANTHOLDERS REQUESTING CORPORATE ACTION AND ENCLOSE COPY OF LETTER FROM COMPANY WITH RESPECT TO SAME; SDM PREPARE LETTERS TO INVESTORS REGARDING PERLS STAND ON SHARE SPLIT AND RE-REGISTRATION REQUESTS; PREPARE COURIER PACKAGE FOR TD WATERHOUSE AND BMO NESBITT BURNS; DT RECEIPT AND REVIEW OF FEE AUDITORS INITIAL REPORT FOR 2ND INTERIM PERIOD; REVIEW FEE AUDITORS INITIAL REPORTING; CONSIDER POSITION; INSTRUCTIONS REGARDING OBTAINING INFORMATION FOR REPLY; DT RECEIPT AND REVIEW OF INITIAL REPORT FROM FEE AUDITOR; CORRESPONDENCE WITH GERRY TYWONIUK REGARDING QUESTION OF REQUIREMENTS TO RE-LIST COMPANY; TELEPHONE CALL FROM GERRY TYWONIUK REGARDING SAME; TELEPHONE CALL WITH GREGG AMBER REGARDING SAME; DT CONFERENCE REGARDING FEE AUDITORS INITIAL REPORT; DT ORGANIZE APPLICATION MATERIALS;

0.30

$22.50

0.40

$100.00

0.90

$90.00

0.30 0.50

$22.50 $200.00

0.30 0.30

$22.50 $105.00

0.50 1.00

$37.50 $75.00 $1,825.00 $1,825.00

DISBURSEMENTS AND 0/C: Taxable Disbursements: DOCUMENTATION LONG DISTANCE TELEPHONE FEDERAL EXPRESS COURIER TELECOPIER-LONG DISTANCE CANADA POST Total Taxable Disbursements and 0/C: Non-Taxable Disbursements: REIMBURSE PHONE EXP COURT CALL, LLC Total Non-Taxable Disbursements:
-

40.25 2.91 45.73 0.26 1.00 $90.15 32.71 $32.71

TOTAL DISBURSEMENTS AND OTHER CHARGES: TOTAL FEES: 5.00% GST on Taxable Fees and Disbursements 7.00% SST on Taxable Fees TOTAL FEES, DISBURSEMENTS AND TAXES: PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT TOTAL AMOUNT DUE AND OWING: THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW CORPORATION

$122.86 $1,825.00 $95.76 $127.75 $2,171.37 $627.51 $1,740.49 $3,965.37 $7,890.81 $3,091.44 12,278.05 $8,604.80 11,867.80 52.237.64

PER:____________ KATI-IL EAIACINNES

/sp

T5%PER MONTH (15% PER YEAR) AFTER 30 DAYS E. & O.E. PAYABLE ON RECEIPT BEARING INTEREST .-0F

EXHIBIT D

42125-00 1 \DOCS DE:6375. I

DATE: FILE NO: BILL NO: OUR GST REG.#:

07/MAY/10 1426-0 KM 43071 128913258 858909377 138724646 814022349 858992035

PACIFIC ENERGY RESOURCES LTD.

#1240-111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802

ATTENTION: MR. GERRY TYWONIUK

RE:

GENERAL

TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING: Amount $105.00 $100.00

Date

Lawyer

Staff

Description

Hours

09/FEB/10 09/FEB/I 0

KM HR

09/FEB/10

HR

16/FEB/10

HRC

17/FEB/10

HRC

17/FEB/10 19/FEB/10

DT DT

26/FEB/10

HRC

E-MAIL FROM GERRY TYWONIUK; TELEPHONE CALL WITH GERRY TYWONIUK REGARDING STATUS UPDATE; TELEPHONE CALL WITH GARY TYWONIUK TO DISCUSS CURRENT STATUS OF COMPANY; PREPARE AND SEND OUT LETTERS FOR COMPANY TO WARRANTHOLDERS WHO HAVE REQUESTED WARRANT REREGISTRATIONS; TELEPHONE CALL TO ALBERTA SECURITIES COMMISSION TO DISCUSS CONTINUOUS DISCLOSURE OBLIGATIONS OF COMPANY ON EMERGENCE FROM BANKRUPTCY; REVIEW DOCUMENTS AND INFORMATION; DRAFT RESPONSE TO FEE AUDITORS INITIAL REPORT REGARDING FEES, ETC.; REVISE RESPONSE TO FEE AUDITORS INITIAL REPORT FOR 2ND QUARTERLY APPLICATION; DRAFT RESPONSE TO FEE AUDITORS 2ND REPORT; REVISIONS TO RESPONSE TO FEE AUDITORS INITIAL REPORT FOR 2ND INTERIM PERIOD; LETTER TO A. PARNELL AT FEE AUDITORS OFFICE; SCAN AND E-MAIL SAME; REVIEW FEE AUDITORS REPORT REGARDING APPLICATION; REPORT TO

0.30 0.40

0.30

$75.00

1.00

$400.00

0.40

$160.00

0.50 1.00

$37.50 $75.00

0.30

$120.00

PO Box 12077, Suite 2550, 555 West Hastings Street, Vancouver, BC VBB 41\15 Tel 604.684.2550 Fax 604.684.0916

An Association of Law Corporations

01/MAR/10 01/MAR/10 02/MAR/10 02/MAR/10 05/MAR/10 09/MAR/10 10/MAR/10 11/MAR/10

HRC HRC HRC HRC HRC HRC HRC HR

11/MAR/10 12/MAR/10

HRC HR

12/MAR/10 24/MAR/10 25/MAR/10 29/MAR/10 29/MAR/10 06/APR/10

HRC
-

HRC DT HRC HRC KM

07/APR/10

DT

MANAGING PARTNER; REVIEW ACCOUNTS TO COMMENCE DRAFTING APPLICATION; REVIEW OUTSTANDING ACCOUNTS; REVIEW MONITORS ACCOUNT; PREPARE FEE APPLICATIONS; RECONCILE AMOUNTS; RECONCILE ACCOUNTS; FURTHER PREPARATION OF APPLICATION FOR OCTOBER; REVIEW FIGURES; CONTINUE DRAFTING APPLICATIONS; REVIEW FEE AUDITORS FINAL REPORT; PREPARE MONTHLY APPLICATION; ALLOCATE FEES; E-MAIL CORRESPONDENCE WITH GERRY TYWONIUK REGARDING STATUS OF 0CM AND SETTING UP CONFERENCE CALL WITH MR. CLARK; E-MAIL REGARDING EXTENSION OF CANADIAN POLICY; CONFERENCE CALL WITH GERRY TYWONIUK AND MR. CLARK TO DISCUSS MOVING FORWARD STRATEGY FOR COMPANY; CONFERENCE CALL AND CALL TO CLIENT REGARDING COMBINED STRATEGY AND PLAN; REVIEW REPORTS AND E-MAILS REGARDING TELEPHONE CONFERENCE HEARING; E-MAIL S. MCFARLANE (X2); ORGANIZE E-MAILS AND MATERIALS RECEIVED; E-MAIL FROM/TO S. MACFARLANE; E-MAIL TO/FROM S. MACFARLANE; RECEIVE E-MAIL FROM GERRY TY\NONIUK REGARDING OSC NOTICE OF TEMPORARY ORDER AND HEARING; TELEPHONE CALL WITH GERRY TYWONIUK; TELEPHONE CALL WITH CHRIS IRWIN (ONTARIO COUNSEL); EMAIL TO GERRY TYWONIUK SETTING OUT PROCEDURE REGARDING OSC CTOs; REVIEW AUDITORS FINAL REPORTS FOR SECOND INTERIM REPORT;

0.50 1.50 0.80 1.20 1.00 0.30 1.50 0.10

$200.00 $600.00

$320.00 $480.00 $400.00 $120.00 $600.00 $25.00

0.30 0.30

$120.00 $75.00

0.50 0.60 0.50 0.20 0.20 0.60

$200.00 $240.00 $37.50 $80.00 $80.00 $210.00

1.50

$112.50

Total Taxable Fees: Total Fees

$4,972.50
$4,972.50

DISBURSEMENTS AND 0/C: Taxable Disbursements: DOCUMENTATION LONG DISTANCE TELEPHONE CANADA POST Total Taxable Disbursements and 0/C: TOTAL DISBURSEMENTS AND 0/C:: TOTAL FEES: 5.00% GST on Taxable Fees and Disbursements 7.00% SST on Taxable Fees TOTAL FEES, DISBURSEMENTS AND TAXES: PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT TOTAL AMOUNT DUE AND OWING THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW CORPORATION

242.90 9.49 0.57 $252.96 $252.96 $4,972.50 $261.28 $348.08 $5,834.82 $1,000.01 $8,604.80 $11,867.80 $2,171.37 $29.478,80

PER: KATHLEEN MACINNES

Isp

PAYABLE ON RECEIPT BEARING INTEREST OF 1.5% PER MONTH (18% PER YEAR) AFTER 30 DAYS E. & O.E.

EXHIBIT E

42125-00I\DOCS_DE:6375. I

9.

- .-,-- 0

DATE: FILE NO: BILL NO: OUR GST REG.#:

30/JUN/10 1426-0 KM 43223 128913258 858909377 138724646 814022349 858992035

PACIFIC ENERGY RESOURCES LTD. #1240 - 111 WEST OCEAN BOULEVARD LONG BEACH, CA 90802 ATTENTION: MR. GERRY TYWONIUK RE: GENERAL

TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING:

Date 05/MAY/10

Lawyer HR

Staff HR

17/JUN/10

KM

KM

17/JUN/10

HR

HR

Description E-MAIL FROM MR. BILL LYNG REQUESTING CURRENT RECONCILIATION OF TRUST FUNDS FOR PACIFIC ENERGY; OBTAIN COPY OF SAME FROM ACCOUNTING DEPARTMENT AND E-MAIL TO MR. LYNG; E-MAIL FROM MS, SCOTTA MCLEOD REQUESTING INFORMATION; RESPOND TO SAME; PREPARE SUMMARY OF STATUS OF COMPANY ON TORONTO STOCK EXCHANGE FOR MS. SCOTTA MCLEOD;

Hours 0.20

Amount $50.00

0.20

$70.00

0.60

$150.00

Total Taxable Fees: Total Fees DISBURSEMENT AND 0/C: Taxable Disbursements: DOCUMENTATION LONG DISTANCE TELEPHONE Total Taxable Disbursements and 0/C: TOTAL FEES: 5.00% GST on Taxable Fees and Disbursements 7.00% SST on Taxable Fees TOTAL FEES, DISBURSEMENTS AND TAXES:

$270.00 $270.00

0.70 0.07 $0.77 $270.00 $13.54 $18.90 $303.21

P0 Box 12077, Suite 2550, 555 West Hastings Street, Vancouver, BC V68 4N5 Tel 604.684.2550 Fax 604.684.0916

An Association of Law Corporations

PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT PREVIOUS OUTSTANDING ACCOUNT TOTAL AMOUNT DUE AND OWING

$1,000.01 $8,604.80 $11,867.80 $2,171.37 $5,834.82 $29.782.01

THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW CORPORATION

PER:______ NES KAT L

/kw PAYABLE ON RECEIPT BEARIN % PER MONTH (18% PER YEAR) AFTER 30 DAYS E. & O.E.

EXHIBIT F

42125-001 \DOCS DE:6375. I

tV-if

i1/

fli

TODD McMAHON INC

ThUSTEES IN BANKRUFICY

#525 - 744 West Hastings Street Vancouver, B.C. V6C 1A5 Phone: (604) 697 - 8800 Fax: (604)647-0265

Invoice No. 101 November 16,2009 Pacific Energy Resources Limited c\o Jensen Lunny Macinnes P.O. Box 12077 555 West Hastings St. Vancouver B.C. V6B 4N5 Attn: Mr. H.C. Ritchie Clark, Q.C. Re: IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT and PACIFIC ENERGY RESOURCES LIMITED To our professional services in preparing and filing the Information Officers (Monitors) Second Report to The Supreme Court of British Columbia. Our Fee GST $15,000.00 750.00 $15150.00

TODD McMAHON INC.

EXHIBIT G

42125-00 1 \DOCS - DE:6375. 1

PACIFIC ENERGY RESOURCES LIMITED IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985,c. C-36, as amended Summary of the Information Officers (Monitor) Time Incurred re Second Report His. Rate $ Amount R.G. McMahon 47.00 $350 $16450 Clerical 10.00 $65 $650 $17,100

Sept 3/09 Sept 6/09 Sept 23/09 Oct 5/09 Oct 12/09 Oct 16/09 Oct 17/09 Oct 17/09 Oct 19/09 Oct 20/09 Oct 21/09 Oct 22/09 Oct 22/09

Review abondonment claim Discussins solicitor and meeting re claims Discussion US Counsel Share transfers and reporting Share transfers and reporting Report writing Review motion re time extension - discuss counsel Review re shareholder claims Discuss US counsel re sale motion and operating reports Report writing Report writing Report review Counsel Issuance report to Court and mailings

3.00 4.00 2.00 3.00 3.00 6.00 3.00 2.00 4.00 6.00 6.00 3.00 2.00 47.00

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., Debtors.

)) )) )

Chapter 11
Case No. 09-10785 (KJC) (Jointly Administered)

AFFIDAVIT OF SERVICE
STATE OF DELAWARE

ss:

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 Ziehi & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 6th day of July, 2010 she caused a copy of the following document(s) to be served upon the parties on the attached service lists in the
manner indicated:

Notice and Fee Application of Jensen Lunny Maclnnes Law Corporation as Canadian Counsel for the Debtors for the Period October 1, 2009 June 30, 2010, including Expenses for Todd McMahon, Inc., the British Columbia Supreme Court Appointed Monitor for the Period October 1, 2010 June 30, 2010
-

Kat 1 en Forte Finlayson

Sworn to andiSubscribed before me yo July2010 7 ~ j Notary Pub

Commission Exp.:
DOCSDE:150143.t

DEBRA L. YOUNG NOTARY PUBliC STATE OF DELAWARE My mmnexsJ18,11

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

Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02 - Overnight Delivery 01 - Interoffice Pouch

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources Ill We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-001\DOCSDE: 147432.1