IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

Chapter 11 Case No. 09-10785 (KJC)

InRe: PACIFIC ENERGY RESOURCES LTD, et Debtors.

ar,

(Jointly Administered)
Objection Deadline: 2/4/11 at 4:00 pm Hearing Date: To Be Scheduled only If Necessary

TWENTYSECOND MONTHLY FEE APPLICATION FOR COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP, AS DELAWARE
COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR
THE PERIOD FROM DECEMBER 1 THROUGH DECEMBER 23, 2010
Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation
andior reimbursement is sought: Pepper Hamilton LLP The Official Committee Of Unsecured Creditors April 29,2009 nunc pro tunc March 19,2009 -------

December 1-23,2010'

Total amount of compensation

sought as actual, reasonable and necessary Total amount of expense reimbursement
sought as actual, reasonable and necessary This is a lmonthly

$9,500.50
$347.30
_ final application.

interim

The time expended for preparation of this Application is not reflected herein. (Total time and
expense of the preparation of this fee application will be reflected in subsequent fee
applications.)

I The Applicant reserves the right to include any time expended in the time period indicated above, and any expenses, in future application(s) ifit is not included herein.

#10922359 v22

PRIOR FEE APPLICATIONS FILED

Date Filed I

Period Covered

Requested Fees

Requested Expenses

Approved Fees

Approved Expenses

5/22/09

3119/09 3/31/09 4/1109 4/30/09 5/1109 5/31109

$15,942.50 $35,383.50 . $16,947.00 $17,725.50 $16,609.50 $7,906.50 $6,087.00 $6,018.00 $9,230.00 $12,091.00 $4,225.00 $3,143.00 $9,970.50 $7,594.50 $3,669.50 $7,694.00 $6,927.50 $8,428.00 $4,480.00 $11,752.00 $11,306.50

$0.00 $1,304.06 $657.68 $2,288.35 $1,455.17 $334.07 $357.48 $550.71 $189.61 $597.49 $177.83 $696.16 $196.84

$15,942.50 $35,383.50 $16,947.00

$0.00 $1,304.06 $657.68

6/23/09 7/6/09 8111109 9/9/09 9/25/09 10113/09 11116/09 12/11/09 1121110

i

611 /09 - 6/30/09 7/1109 7/31109 8/1109 8/31/09 9/1109 9/30/09 1011/09 10/31/09 1111109 11130/09 12/1109 12/31109 11111 0 1131110

$17,725.50 1$2,265.29 I $16,609.50 $7,906.50 $6,087.00 $6,018.00 $9,230.00 $12,091.00 $4,225.00 $3,143.00 $1,455.17 $334.07 $283.48 $550.71 $189.61 $597.49 $177.83 $696.16

2/22110 3/26110
4122110

211/10 2/28110 31111 0 - 3/31/10 4/1110 4/30110

5/24110
6128110 7121110

$841.60
I

5/1110- 5/3111 0 6/1110 6/3011 0 711/10 7/31110

$238.78 $485.13 $374.23 $171.05 $278.27

8119/10 9116110
10122/10

811110 8/31/10 911110 1011/10 9/30110 10/31/10

. 11/10110 12/13110

$316.43 $229.02

111111 - 1113011 0

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#10922359 v22

PROFESSIONALS

Name of Professional Individual Position With the Applicant and Number of Years In That Position Associate (7 yrs) Associate (2 yrs) Senior Paralegal Senior Paralegal Paralegal Bankruptcy Assistant Document Clerk Grand Total: $9,500.50
Total Hours: 33.70
Blended Rate: $193.57
Hourly Billing Rate (Including Changes) $395.00 $275.00 $205.00 $225.00 $150.00 $ 55.00 $ 50.00 Total Billed Hours 18.00 $ .20 $ 1.20 $ 6.20 $ Total Compensation

James C. Carignan John H. Schanne, II Christopher Lano Judith P. Matour Cynthia M. Vernon Angeline Shields David Smith

7,110.00 55.00 246.00 1,395.00 405.00 214.50 75.00 I

2.70 $ 3.90 $ 1.50 $

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#10922359 v22

COMPENSATION BY CATEGORY

Project Categories B11 0 Case Administration

I

Total Hours 3.00 4.20 3.00 10.20 3.70 .40 9.20

$ $ $ $ $ $ $

Total Fees 327.50 1,659.00 1,185.00 1,913.00 624.00 158.00 3,634.00 .

I
!

B150 Creditors' Committee B 155 Court Hearings B160 Fees B175 Fee Applications - Others B 190 Contested MatterslMotions B320 Plan and Disclosure Statement
Total

33.70 $

9,500.50

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# 10922359 v22

EXPENSE SUMMARY

Expense Summary Duplicating Messenger Service - Overnight Courier Postage Filing Service Telephone Service Provider (if applicable) Total Expenses

$ $ $ $ $
$

83.10 44.42 116.10 30.00 73.68

Total

347.30

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#10922359 v22

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DEL AWARE

InRe:

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

PACIFIC ENERGY RESOURCES LTD, et ai.,

Debtors.

Objection Deadline: 2/4/11 at 4:00 pm Hearing Date: To Be Scheduled only If Necessary

TWENTYSECOND MONTHLY APPLICATION FOR COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP,
DELAWARE COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS

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 Court's "Administrative Order under U.S.c. Sections 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," signed on or about April 8, 2009 (the "Administrative Order"), Pepper Hamilton LLP ("Pepper" or "Applicant"), Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee"), hereby submits its Twenty-Second Monthly Application for Compensation and Reimbursement of Expenses for the Period from December 1,2010 through December 23,2010 (the "Application"). By this Application, Pepper seeks a monthly interim allowance of compensation in the amount of$9,500.50 and actual and necessary expenses in the amount of$347.30 for a total allowance of $9,847.80 and payment of $7,600.40 (80% of the allowed fees) and reimbursement of$347.30 (100% of the allowed expenses) for a total payment of$7,947.70 for the period

#10922474 v22

December 1, 2010 through December 23, 2010 (the "Interim Period"). In support of this Application, Pepper respectfully represents as follows:

Background
1. On March 9, 2009 (the "Filing Date"), Pacific Energy Resources Ltd.,

Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Cameros Acquisition Corp., Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Cameros Energy, Inc. and Gotland Oil, Inc. (collectively, the "Debtors") each filed a voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code. The Debtors have continued to manage their businesses and properties as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. 2. On March 19,2009 (the "Committee Formation Date"), the United States

Trustee appointed the Committee to represent the unsecured creditors of the Debtors pursuant to 11 U.S.C. 11 02 (a) (1 ). 3. Pursuant to Section 1103 of the Code, the Committee selected Pepper

Hamilton LLP to serve as Delaware counsel for the Committee. On April 14, 2009, the Committee filed an application with this Court for approval to employ Pepper Hamilton LLP. 4. On April 29, 2009, this Court entered an Order authorizing the Committee

to employ Pepper Hamilton LLP as Delaware counsel for the Committee, effective as of March 19, 2009, a copy of which is attached hereto as Exhibit A. 5. On April 8, 2009, the Administrative Order Establishing Procedures for

Allowance and Payment of Interim Compensation and Reimbursement of Expenses to Professionals was entered.

-2
#10922474 v22

Summary of Services Rendered and Expenses Incurred

6. Applicant has rendered services from December 1,2010 through

December 23,2010 in the amount of33.70 hours. 7. Applicant maintains contemporaneous records of the time expended for the

professional services and expenses related thereto performed in connection with this Chapter 11 case and such records are maintained in the ordinary course of its business. These records provide a detailed description of the services rendered and expenses incurred during the period for which this Application is being made. A summary of Applicant's time records in the sum of $9,500.50. is attached hereto as Exhibit B. This summary is broken down according to specific task categories relating specifically to this Chapter 11 case. In some cases, Applicant found a situation where the task of a professional may fit into two or more categories. In these cases, Applicant has tried to categorize the time expended into the most appropriate category. If the Court requires any further descriptions on these time entries, Applicant will provide additional information. 8. Applicant believes that the post-petition services for the period December

1,2010 through December 23, 2010 are reasonably worth the sum of$9,500.50 as set forth in the summary identified as Exhibit B. Applicant notes that these costs are customary charges made to other firm clients in the ordinary course of its billing practice. To assist the Court in its review of the fees sought by Applicant, Applicant has separated its time entries in Exhibit B into the following categories: a. Case Administration (Total hours: 3.00, total fees $327.50) This category includes time spent by Applicant attending to coordination and compliance activities in

-3
#10922474 v22

connection with the performance ofits duties as Delaware counsel for the Official Committee of Unsecured Creditors.

b. Creditors' Committee (Total hours: 4.20, total fees $1,659.00) This category includes time spent by Applicant preparing for and attending Committee Conference call. c. Court Hearings (Total hours: 3.00, total fees $1,185.00) This category includes time spent by Applicant preparing for and attending corifirmation hearing. d. Fees (Total hours: 10.20, total fees $1,913.00) This category includes time spent by Applicant drafting andfiling certificate ofno objection re previous fee application,
drafting, filing and serving ofNovember 2010 monthly fee application and Seventh Interim Fee Application, andfollowing up with related tasks.

e. Fee Applications - Others (Total hours: 3.70, total fees $624.00) This category includes time spent by Applicant efiling and serving co-counsel's monthly fee
application, efiling related notices, certificates ofno objection and affidavits ofservice and related tasks.

f. Contested MatterslMotions (Total hours: .40, total fees $158.00) This category includes time spent by Applicant participating in settlement negotiations. g. Plan and Disclosure Statement (Total hours: 9.20, total fees $3,634.00) This category includes time spent by Applicant communicating with counsel re plan issues. 9. The attorneys who primarily worked on this case occasionally found it

necessary to consult with other attorneys in the firm on various aspects of the case. A brief biography of each of the primary attorneys, along with a description of their areas of expertise, is set forth in the summary identified as Exhibit C.

-4
#10922474 v22

10.

As outlined above, the attorneys who worked on this case from December

1,2010 through December 23,2010 have various levels ofexpertise. From time to time these attorneys consulted with each other and other attorneys on different aspects of the case. It is submitted that this is a more efficient way to run a case than to expect a single attorney to be an expert in all applicable areas of law. If a single attorney were to attempt to run a case such as this, the attorney would have to learn through research what other attorneys know and can tell him based on their years of knowledge and experience. 11. Applicant requires reimbursement of costs expended December 1, 2010

through December 23, 20lO in the sum of$347.30 as set forth in the summary identified as Exhibit D. Applicant notes that these costs are customary charges made to other firm clients in the ordinary course of its billing practice.

Summary of Services Rendered and Expenses Incurred in Connection with Prosecution of Avoidance Actions
12. Pursuant to Court Order dated April 19, 2010 Expanding Scope Of

Employment And Retention Of Pepper Hamilton LLP As Counsel To Include Prosecution Of Avoidance Actions, Nunc Pro Tunc To February 1, 20lO, Applicant is due $39,773.39 in fees and $2,838.88 in expenses for the period December 1 through December 23, 20lO, as determined by the fee schedule set forth in Applicant's supplemental application (Docket No. 1480). 13. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and the 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, Applicant has reviewed the requirements

-5
#10922474 v22

of Del. Bankr. LR 2016 and the Administrative Order and believes that this Application complies with such Rule and Order.

WHEREFORE, your Applicant respectfully requests, for the period December 1, 2010 through December 23, 2010, an interim allowance be made for compensation in the amount of$9,500.50 and actual and necessary expenses in the amount of$347.30 for a total allowance of $9,847.80 and payment of $7,600.40 (80% of the allowed fees) and reimbursement of$347.30 (100% of the allowed expenses) be authorized for a total payment of $7,947.70 for such other and further relief as this Court may deem just and proper. Respectfully submitted, Dated: January 14,2011 PEPPER HAMILTON LLP

lsi Francis J. Lawall Francis J. Lawall (PA No. 43932) 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Telephone: (215) 981-4000 Facsimile: (215) 981-4750
And David B. Stratton, Esq. (DE No. 960) James C. Carignan, Esq. (DE No. 4230) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Delaware Counsel for The Official Committee of Unsecured Creditors

-6
#10922474 v22

Exhibit A

TN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DBLA WARE

Inre:

Chapter 11

Case No. 09-10785 (KJC)

PACIFIC ENERGY RESOURCES LTO., et al.

Debtors.

(Jointly Administered)

.. ., Related Docket No. 190

ORDER AUTHORIZING EMPLOVMENT AND RETENTION OF PEPPER

HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS
NUNC PRO TUNC TO MARCH 19. Z009

UPON THE APPLICAnON of the Official Committee of Unsecured

Creditors (the HOfficial Committee") of the above oaptioned debtors and debtors-in

possession (the "Debtol'$") pursuant to Ped. R. Bankr, P. 2014(a) for an Order under sections 328(a) and 1103(8) of Title 11 of the United States Code (the "Bankruptcy Code") authorizing the employment and retention of Pepper Hamilton LLP ("Pepper Hamilton") as Delaware counsel to the Official Committee
~ QlQ

tunc to March 19,

2009 (the "AppUcation"); and upon the affidavit of David B. Stratton, a member of Pepper, in support of the Application; and this Court possessing jurisdiotion to consider the Application; and venue being proper; and upon. the Court finding that Pepper . represents no adverse interests in connection with this case and that it is a disinterested
person as that tenn is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1l07(b); and upon further finding that the employment of Pepper Hamilton effective as of March 19, 2009 is necessatY and is in the best interests of the Official Committee: and notice of the Application having been proper; and

the

reliefrequested in the Application being warranted, IT IS HEREBY ORDERED TIiAT:

IIt0122130 vI

1.

The Application is GRANTED.

In accordance with Bankruptcy Code sections 328(a) and 1103(a),

2.

the Official Committee is hereby authorized to employ Pepper Hamilton effective as of March 19, 2009.
3.

Pepper Hamilton shall be compensated in accordanoe with the

Application, the procedures set forth in Bankruptcy Code sections 330 and 331, such of
the Bankru.ptcy Rules as may be applicable from time to timet and such procedures as may be fixed by the Court. 4. This Court shaH retain jurisdiction over all matters pertaining to

this Order and the Application.

Dated:

Wilmington DE

~' ~

14

II011l890v(

Exhibit B

Pacific Energy Resources Ltd. Official Committee Unseeured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 13

Summary of Attorney Hours

Rate J. Carignan Associate Associate Paralegal Paralegal Bankruptcy Asst Document Clerk Document Clerk 18.00 0.20 1.20 6.20 3.90 1.50 2.70 33.70 395.00 275.00 205.00 225.00 55,00 50.00 150.00 7,110,00 55.00 246.00 1,395.00 214,50 75.00 405,00 9,500.50

lB. Schanne, II
Lano
J. Matour

A. Shields D. Smith C.M, Vernon

Pacific Energy Resources Ltd. OfIicial Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10.. 2011

Invoice: 10661916 Page 2

Summary of Time by Task Code Task BI10 B150 B155 B160 B175 B190 B320 Case Administration Creditors' Committee Court Hearings Fees Fee Applications and Invoices - Others Contested Matters/Motions Plan and Disclosure Statement Total 3.00 4.20 3.00 10.20 3.70 0.40 9.20 33.70 327.50 1,659.00 1,185.00 1,913.00 624.00 158.00 3,634.00 9,500.50

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10.2011

fnvoice: 10661916 Page 14

Summary of time by Task Code TASK: B 11 0 Case Administration Hours Cangnan, J. Shields, A. Smith, D. Total B110 Associate Bankruptcy Asst Document Clerk 0.50 l.00 l.50 3.00 395.00 55.00 50.00 Fees 197.50 55.00 75.00 327.50

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 20 II

Invoice: 10661916 Page 3

Time Detail by Task Code TASK CODE: B II 0 Case Administration Services

12/0311 0

A. Shields

Review pleadings and incorporate into case management records as appropriate. Update 2002 service list. Review pleadings and incorporate into case management records as appropriate. Receipt and review notice of effective date, calendar deadlines, confer with team re same. Review docket and organize pleadings file.

0.20

55.00

11.00

121141 lOA. Shields

0.50 0.30

55.00 55.00

27.50 16.50

12115110

A. Shields

12/2011 0

J. Carignan

0.50

395.00

197.50

12/22110

D. Smith

1.50 3.00

50.00

75.00 327.50

Total B 11 0 Case Administration

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10,2011

Invoice: 10661916 IS

TASK: B 150 Creditors' Committee Hours Carignan, J. Total B150 Associate 4.20 4.20 395.00 1,659.00 1,659.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 4

TASK CODE: B150 Creditors' Committee Date 12/03/10

J. Carignan

Prepare for and attend telephone call with Committee members (including preparation of revised analysis).

4.20

395.00

1,659.00

Total El50 Creditors' Committee

4.20

1,659.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 16

TASK: B 155 C01ll1 Hearings Name Carignan, J. Total B 155 Title Associate Hours 3.00 3.00 395.00 1,185.00 1,185.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 5

TASK CODE: B155 Court Hcarings Name

12114110

Services Prepare for and attend confirmation hearing; confer with committee re same. Telephone call with F. Lawall re confirmation hearing. 2.90

Ratc 395.00 1,145.50

J. Carignan

12/15110

J. Carignan

0.10

395.00

39.50

TOlal B 155 Court Hearings

3.00

1.185.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Cl ient/Matter Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 17

TASK: B160 Fees Hours Carignan, J. Lano, C. Matour, J. Shields. A. 'fotal B 160 Associate Paralegal Paralegal Bankruptcy Asst 0.70 0040 6.20 2.90 10.20 Rate 395.00 205.00 225.00 55.00 Fees 276.50 82.00 1,395.00 159.50 1,913.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 6

TASK CODE: BI60 Fees Name 12/01/1 0

J. Matour

Services Draft certificate of no objection re PH 20th monthly fee application and forward to F. Lawall for review/signature. Prepare for service of certificate of no objection. Receive and review filed copy of certificate of no objection re PH 20th monthly fee application. Email to debtor with filed copy of certificate of no objection re PH 20th monthly fee application. Begin work on PH 21st monthly fee application. Prepare for service of fee application. Email debtor re November 2010 time and expense estimate. Review Pepper Hamilton 11110 fee application. Confer with A. Sima re amounts. Draft PH 21 st monthly application and forward to .T. Carignan for review. Review docket re quarterly fee applications. Review and revise 7th

Time 0.40

Rate 225.00 90.00

12/02/10

A. Shields

0.30 0.10

55.00 225.00

16.50 22.50

12/0311 0

J . .\1atour

12/0311 0

J. Matour

0.10

225.00

22.50

I 2/03il 0

J. Matour
A. Shields

0.50 1.10 0.20

225.00 55.00 225.00

112.50 60.50 45.00

12/03110 12/06/10

.T. Matour

12/07110 12107110 12/07ilO

J. Carignan J. Carignan J. Matour

0.30 0.10 1.60

395.00 395.00 225.00

118.50 39.50 360.00

12/0811 0 12/09/10

C. Lano J. Carignan

0.20 0.30

205.00 395.00

41.00 118.50

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors ChenUMatter Number: 136019.00002 January 10,2011

Invoice: 10661916 7

interim fee application.

12/09/10

J. Matour

Draft PH 7th interim fee application and forward to J. Carignan for review. Prepare PH 21 st monthly fee application for efiling and forward to F. Lawall for signature. Finalize PH 7th interim fee application and forward to F. Lawall for review. Prepare PH 21st monthly fee application for efiling. Arrange for efiling and service of PH 21st monthly application. Email time and expense detail re PH 21 st monthly fee application to auditor. Service of notice of 7th interim fee application of Pepper Hamilton for period 9il to 11/30/10. Receive and review filed copy of PH 7th interim application and calendar objection deadline. Update fee application chart.

1.50

225.00

337.50

12/10110

J. Matour

0.30

225.00

67.50

12/13/10

J. Matour

OAO

.00

90.00

12/1311 0

J. Matour J. Matour

0.60 0.20

225.00 225.00

135.00 45.00

12113110

12113110

J. Matour

0.20

225.00

45.00

1211411 0

A. Shields

1.50

55.00

82.50

12115/10

J. Matour

0.10

225.00

22.50

12/21/10

C. Lano

0.20 10.20

205.00

41.00 1,913.00

Total B160 Fees

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 18

TASK: B 175 Fee Applications and Invoices - Others Rate 11, .LB. Schanne, Lano, C. Vernon, C.M. Total BI75 Associate Paralegal Document Clerk 0.20 0.80 2.70 3.70 275.00 205.00 150.00 55.00 164.00 405.00 624.00

Pacific Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 8

TASK

B175 Fee Applications and Invoices - Others Services 0 Lano Prepare CNO to Steptoe & Johnson's twentieth fee application. Confer with C. Vernon re status of CNO. Review and execute CNO re Steptoe fee application. Prepare and file certificate of no objection re fourteenth monthly fee application of Steptoe & Johnson. Review docket and prepare CNO to Steptoe & Johnson's twentieth fee application. Revise fee application chart. Review and execute CNO re Steptoe fee application. Prepare and file certificate of no objection re twentieth monthly fee applieation of Steptoe & Johnson. Prepare and file twenty-first monthly fee application of Steptoe & Johnson. Prepare and serve twentyfirst monthly fee application of Steptoe & Johnson. Prepare and file notice of filing re twenty-first monthly fee application of Steptoe & Johnson. Prepare and file certificate of 0.20 Rate 205.00 Fees 41.00

12/06/10 12/07/10 12/07/10

C. Lano J .R. Schanne, II C.M. Vernon

0.10 0.10 0.30

205.00 275.00 150.00

20.50 27.50 45.00

12/08/1 0

Lano

0.30

20S.00

61.50

[2/0811 0 121l4ilO 1 14/10

Lano J.H. Schanne, II C.M. Vernon

0.20 0.10 0.30

20S.00 27S.00 lS0.00

4l.00 27.S0 4S.00

12/20ilO

C.M. Vernon

0.50

150.00

75.00

12/20/10

C.M. Vernon

0.20

150.00

30.00

12/20/10

C.M. Vernon

0.30

IS0.00

4S.00

12/21110

C.M. Vernon

0.20

IS0.00

30.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 9

no objection re seventeenth monthly application of Steptoe & Johnson, LLP.

12/22110

eM. Vernon

Prepare and file affidavit of service re notice of filing twentieth fee application of Steptoe & Johnson. Prepare and file certificate of no objection re twentieth monthly application of Steptoe & Johnson. Prepare and file certificate of no objection re nineteenth monthly fee application of Steptoe & Johnson.

0.30

150.00

45.00

eM. Vernon

0.30

150.00

45.00

12/23/10

eM. Vernon

0.30

150.00

45.00

Total BI75 Fee Applications and Invoices - Others

3.70

624.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter "\lumber: 136019.00002 January 10,2011

Invoice: 10661916 Page 19

TASK: B 190 Contested Matters/YIotions

N<;ltne

Rate Associate

Carignan, 1. Total B190

OAO OAO

395.00

158.00 158.00

Paciflc Energy Resources Ltd. OfTicial Committee Of Unsecured Creditors Client/Matter Number: 136019.00002 January 10, 2011

Invoice: 10661916 Page 10

TASK CODE: B190 Contested Matters/Motions Name

12/06/10 12/06/10

Services Email committee members re settlement motion. Telephone call with counsel to Marathon re settlement motion.

Time 0.20 0.20 395.00 395.00

Fees 79.00 79.00

J. Carignan J. Carignan

Total B 190 Contested Matters/Motions

OAO

158.00

Pacific Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter l\'umber: 136019.00002 January 10,2011

Invoice: 10661916 Page 20

TASK: B320 Plan and Disclosure Statement Name Carignan, J. Total B320 Associate Hours 9.20 9.20 Rate 395.00 3,634.00 3,634.00

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors ClientlMatter Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 11

TASK CODE: B320 Plan and Disclosure Statement Date

12/01/1 0

Name
J. Carignan

Services Confer with J. Taylor re distribution sources and confer with debtors' counsel re distribution ranges. Telephone call from debtors' counsel re plan negotiations. Revisions to modified term sheet for plan settlement; Telephone call with debtors' counsel re same. Telephone call with counsel to Chevron re plan negotiations. Telephone call with F. Lawall and co-counsel re same. Confer with debtors' counsel re reviewing plan objections. Email to OCUC re revisions to plan. Review plan revisions. Review and revise plan support agreement. Multiple e-mails re amendments to plan. Multiple e-mails re Farest negotiations. Review additional modifications to plan and telephone calls with co counsel and debtor's counsel re same.

Time 0.50

Rate 395.00

Fees 197.50

12/06/10 12/06/10

1. Carignan

0.20 0.60

395.00 395.00

79.00 237.00

.T. Carignan

12/06/10

J. Carignan

0.30

395.00

118.50

12/06/1 0

J. Carignan

0.30

395.00

118.50

12/07/10 12/07/10 12/07/10 12/07/10 12/07/10 12/0911 0 12/09/1 0

J. Carignan
1. Carignan

0.10 0.20 1.20 0.90 0.20 0.20 1.80

395.00 395.00 395.00 395.00 395.00 395.00 395.00

39.50 79.00 474.00 355.50 79.00 79.00 711.00

J. Carignan
1. Carignan

J. Carignan J. Carignan
J. Carignan

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/Matter :.Jumber: 136019.00002 January 10,2011

Invoice: 10661916 Page 12

12/09/1 0

J. Carignan

Multiple e-mails re additional plan modifications. Review motion to approve plan modifications (1.3); review objections to Marathon settlement (.8). Confer with debtors' counsel and co-counsel re Bahn Hughes plan objection. Receipt and review of additional e-mails re plan negotiations.

0.20

395.00

79.00

12/09/10

J. Carignan

2.10

395.00

829.50

1211 0/1 0

1. Carignan

0.30

395.00

118.50

12113110

1. Carignan

0.10

395.00

39.50

Total B320 Plan and Disclosure Statement

9.20

3,634.00

Exhibit C

BIOGRAPHIES

Francis J. Lawall Francis J. Lawall is a Partner in the Bankruptcy Practice Department in the Philadelphia office of Pepper Hamilton LLP and has been practicing law since 1985. He concentrates his practice in national bankruptcy and creditors' rights matters, including the representation of major oil companies in bankruptcy proceedings throughout the United States. He also has broad experience in the reorganization of companies plagued with massive toxic tort liabilities, as well as companies in the textile, automotive, clothing, and construction materials industries. He is a member of the Pennsylvania and New Jersey bars and is admitted to practice before the U.S. District Court for the Eastern District of Pennsylvania, the U.S. District Court for the District of New Jersey, the U.S. District Court for the Eastern and Southern Districts of New York and the U.S. Court of Appeals for the Second and Third Circuits. David B. Stratton - Mr. Stratton is a Partner in the Corporate Restructuring and Bankruptcy Practice Group of Pepper Hamilton LLP and has been practicing law since 1978. He is co-chair of the firm's Corporate Restructuring and Bankruptcy Practice Group. He is also a member of the American Bar Association Business Law Section and a member of the Bankruptcy Subcommittee of the Banking Committee. He is admitted to the bar of Delaware. James C. Carignan Mr. Carignan is an Associate with the Corporate Restructuring and Bankruptcy Practice Group of Pepper Hamilton LLP and has been practicing law since 2002. He is admitted to the bar of Delaware.

#10928595 vi (l36019.2)

Exhibit D

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Cl ient/Matter Number: 136019.00002 January 10,2011

InVoice: 10661916 Page 21

Summary of Expenses

Duplicating Messenger Service - Overnight Courier Postage Filing Service Telephone Total

Value 83.10 44.42 116.10 30.00 73.68 347.30

Rcsources Ltd. Official Committee Pacific Of Unsecured Creditors Client/Mattcr Number: 136019.00002 January 10,2011

Invoice: 10661916 Page 22

Detail of Expenses
Description 11/29/10
II
11

Cost 33.89 13.78 15.32 15.32 0.30 41 0.10 2.64 38.74 2 2 0.10 0.25 20.00

Value 33.89 13.78 15.32 15.32 0.30 4.10 2.64 38.74 0.20 0.50 20.00

TEL MES4 MES4 MES4 TEL DUP POS TEL DUP TEL SPD

Soundpath conference call FedEx: Warren H Smith DALLAS FedEx: Scott Winn LONG BEACH FedEx: Ira Kharasch, Esq LOS ANGELES Long Distance Telephone - 12/0 li20 10 DUP MatourJudith P. - 12/02/2010 Postage Soundpath conference call DUP Matour Judith P. - 12/07/2010 Long Distance Telephone - 12/07/2010 LA WALL 120210 - E-FILED CERTIFICATE OF NO OBJECTION (LATE) - Filing Service Long Distance Telephone - 12/10/2010 DUP MatomJudithP. -12/13/2010 DUP - Malom Judith P. - 12113/2010 Postage DUP - Matom Judith P. - 1211412010 DUP - Shields Angeline L. - 12114/2010 DUP - Malour Judith P. - 12/14/2010 Postage Postage LEWIS 121410 - POSTAGE FOURNIER 120910 - POSTAGE LAWALL 121310 - DE-B - E-FILED FEE APP IN DF-B - Filing Service
6

0 0

11/30/10 12101110 12/0211 0

0
12/06110

12107!l 0
12/07110 12/0811 0

1211011 0 12113110

TEL DUP DUP POS DUP DUP DUP POS POS POS POS SPD

0.25 205 86 0.10 0.10 12.42 0.10 0.10 0.10 3.10 93.94 2.78 1.22 10.00

0.25 20.50 8.60 12.42 0.60 47.40 1.70 3.10 93.94 2.78 1.22 10.00

12/13/1 0
12/13110

12114110 1 14/10
12114/10 12114/10

474 17

12/14/1 0
12/30110 12/30/1 0 12/30/10

Pacific Energy Resources Ltd. Official Committee Of Unsecured Creditors Client/:v1atter Number: 136019.00002 January 10,2011

InvOIce: 10661916
Page 23

Description Total 347.30

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAW ARE

In Re:

Chapter 11
Case No. 09-10785 (KJC)
(Jointly Administered)
Objection Deadline: 214/11 at 4:00 pm Hearing Date: To Be Scheduled only If Necessary

PACIFIC ENERGY RESOURCES LTD, et al.,

Debtors.

NOTICE OF FILING OF FEE APPLICATION

TO: (i) The Debtors; Oi) Counsel to the Debtors; (iii) The United States Trustee; (iv) Counsel to the Official Committee of Unsecured Creditors (the "Notice Parties"):

Pepper Hamilton LLP, Delaware counsel to the Official Committee of Unsecured Creditors in the above-captioned case (the "Applicant") has filed its Twenty-Second Monthly Application For Compensation and Reimbursement Of Expenses Of Pepper Hamilton LLP, as Delaware Counsel to the Official Committee Of Unsecured Creditors For The Period December 1, 2010 Through December 23, 2010, seeking compensation for services in the amount of $9,500.50 and reimbursement of costs incurred in the amount of$347.30 (the "Application"). 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. Sections 105(a) 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 Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 and received by no later than 4:00 p.m. (prevailing

Eastern Time) on February 4,2011 (the "Objection Deadline").

#10921598'>22

Objections or other responses to the Application, if any, must be served so that they are received not later than February 4, 2011 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, 1t h Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax 302-652-4400, email: ljones@pszjlaw.com; (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard, 11th Floor, Los Angeles, CA 90067-4100, Attn: IraD. Kharasch, Esq.; Fax: 310-201-0760, e mail: ikharasch@pszjlaw.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 to the Creditors' Committee (the "Committee"),

(1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28 th Floor, Los Angeles, CA 90067,
Attn: Katherine C. Piper, Esq., Fax 310-734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, Wilmington, DE 19801, Attn: James C. Carignan, Esq.; Fax: 302-421-8390, e-mail: carignaj@pepperiaw.com, (the "Notice Parties"). PLEASE TAKE FURTHER NOTICE ifany responses or objections to the 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.

-2
#10921598 v22

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 be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent of the 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: January 14,2011 PEPPER HAMIL TON LLP /s/ Francis J. Lawall Francis J. Lawall (PA No. 43932) 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Telephone: (215) 981-4000 Facsimile: (215) 981-4750 And David B. Stratton, Esq. (DE No. 960) James C. Carignan, Esq. (DE No. 4230) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel: (302) 777-6500 Delaware Counsel for The Official Committee of Unsecured Creditors

-3
#10921598 v22

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

InRe: PACIFIC ENERGY RESOURCES LTD, et at.,

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

Debtors.

AFFIDAVIT OF SERVICE
COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA
) ) )

ss:

Judith P. Matour, being duly sworn according to law, deposes and says that she is employed by the law firm of Pepper Hamilton LLP, Delaware counsel for the Official Committee of Unsecured Creditors in the above-captioned action, and that on the 14th day of January, 2011 she caused a copy of the following document(s) to be served upon the parties on the attached service list via first class mail, postage prepaid:

Twenty-Second Monthly Fee Application ofPepper Hamilton LLPfor December 1-23,2010

Sworn to and Subscribed before ._____is r'f~ day of anuary 2 11 Notary Public
Commission Exp.: _ _ _ __

#10928572 v21

Pacific Energy Resources LTD c/o Scott Winn, CRO 111 W. Ocean Boulevard Suite 1240 Long Beach, CA 90802

Pacific Energy Resources LTD c/o Laura Davis Jones, Esquire Pachulski Stang Ziehl & Jones, LLP 919 North Market Street 17th Floor PO Box 8705 Wilmington, DE 19899

Pacific Energy Resources, LTD c/o Ira Kharasch, Esquire Pachulski Stang Ziehl & Jones, LLP 10100 Santa Monica Boulevard 11 th Floor Los Angeles, CA 90067-4100

Joseph McMahon Office of the U. S. Trustee 1. Caleb Boggs Federal Building Room 2207 844 N. King Street Wilmington, DE 19801

Official Committee of Unsecured Creditors c/o Katherine C. Piper, Esquire Steptoe & Johnson, LLP 2121 Avenue of the Stars 28 th Floor Los Angeles, CA 90067

Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St Paul, Ste 1250 Dallas, TX 75201

# 10858072 vI