10000015328

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE

In re
Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al.,i

Debtors.
Case No. 09-1 0785(KJC) (Jointly Administered)
Objections Deadline: July 14,
2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed
AMENDED SECOND MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRIL 1.2009 THROUGH APRIL 30. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankuptcy Code"), Rule 2016 of the Federal Rules of Banptcy Procedure
(collectively, the "Banuptcy Rules"), and the Cour's "Administrative Order Under 11
U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and
Expense Reimbursement of Professionals and Committee Members," entered on or about
April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Amended Second Monthly Application for Compensation and for
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax l.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031
1023480.01 a07106/09
Reimbursement of Expenses for the Period from April 1, 2009 though April 30, 2009
(the "Application").
By this Application Rutan seeks a monthly interim allowance of compensation in
the amount of $124,537.50 and actual and necessary expenses in the amount of
$ 10,542.35 for a total allowance of $135,079.85, and payment of $99,630.00 (80% of the
allowed fees) and reimbursement of $10,542.35 (100% of the allowed expenses) for a
total payment of $1 10,
172.35for the period April 1, 2009 through April 30, 2009 (the
"Interim Period"). In support of this Application, Ruta respectfully represents as

follows:
Backe:round
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary
petitions for relief under chapter 11 of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuat to sections 11 07(a) and 1108 of the Bankruptcy Code. A
Committee of
Unsecured Creditors ("Committee") was appointed on or about March 19,
2009. No trustee or examiner has been appointed in the Debtors' chapter 11 cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. Ths is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
3. On or about April 8, 2009, the Cour entered the Administative 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
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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 fie 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 interi basis until final allowance by the
Court.
4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Cour's "Order Granting
Debtors' Application Pursuant to Sections lO5(A), 327, 328, and 330 of the Banptcy
Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as
Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the
"Retention Order"). The Retention Order authorized Rutan to be compensated on an
hourly basis and to be reimbursed for actual and necessar out-of-pocket expenses.
RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES
Compensation Paid and Its Source

5. All services for which Ruta requests compensation were performed for or
on behalf of the Debtors.

6. Rutan 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 understading between Ruta and any other person other than the parers
of Rutan for the sharng of compensation to be received for services rendered in this case.
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7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by Ruta
on the Debtors' behalf. Rutan received payments from the Debtors during the year prior
to the Petition Date in the amount of$2,437,169.l6. As of
the Petition Date, Rutan was
owed approximately $17,583.26.2 After final reconcilation of the amounts expended
prepetition, the balance remaining from the prepetition retainer was credited to the
Debtors and is being utilzed as Ruta's retainer against postpetition fees and expenses
pursuant to the compensation procedures approved by this Cour and the Banptcy
Code.
8. This is Rutan's second monthly fee application. As of the fiing of this
amended Application, Rutan's first monthly fee application remains pending. In that
application, Rutan seeks approval of $102,792 in fees and $1,389.62 in expenses. To
date, Rutan has not received any compensation for its fees and expenses incurred afer the
Petition Date.
Fee Statements
9. Ruta's biling statements for the Interim Period are attched hereto as
Exhbit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional during the Interim Period. To the best of Rutan's
knowledge, this Application complies with sections 330 and 331 of
the Bankruptcy Code,
the Federal Rules of Banuptcy Procedure, this Cour's Local Rules, and the
2 Rutan's first and second monthly fee applications stated that Rutan had estimated the amount owed to it as of the Petition Date at $12,200. A final
reconcilation shows that the actual amount owed to Rutan as of the Petition Date is $17,583.26, and Rutan's invoices reflecting the total amount owed to it as of that date are attached to its proof of claim.
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Administrative Order. Rutan's time reports are either (a) initially handwritten by the
attorney or paralegal performing the described services and then entered into Rutan's
computerized biling program by an administrative assistat or (b) entered directly into
Rutan's computerized biling program by the attorney or paralegal performing the

described services. The time reports are then organized on a daily basis. Ruta is
sensitive to issues of "lumping" and, uness time was spent in one time frame on a variety
of different matters for a paricular client, separate time entres are set forth in the time
reports. Rutan's charges for its professional services are based upon the time, nature,
extent and value of such services'and the cost of comparable services other than in a case
under the Banruptcy Code.

Actual and Necessary Expenses
10. A sumar of actual and necessary expenses incured by Ruta for the
Interim Period is attched hereto as par of Exhibit A. Ruta charges $0.10 per page for
photocopying expenses related to cases, such as this one, arising in Delaware. Rutan's
photocopying machines automatically record the number of copies made when the person
that is doing the copying enters the client's account number into a device attached to the
photocopier. Rutan sumarizes each client's photocopying charges on a daily basis.
11. Rutan charges $1.00 for the first page and $0.50 for each additional page
of out-going facsimile transmissions. There is no additional charge for long distance
telephone calls on faxes. The charge for outgoing facsimile transmissions reflects
Rutan's calculation of the actual costs incured by Ruta for the machines, supplies, and
extra labor expenses associated with sending facsimile transmissions and is reasonable in
relation to the amount charged by outside vendors who provide similar services. Rutan
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does not charge the Debtors for the receipt of faxes in this case.
12. With respect to providers of on-line legal research services ~ LEXIS

and WESTLA W), Rutan charges the stadard usage rates these providers charge for
computerized legal research. Rutan bils its clients the actual amounts charged by such
services, with no premium. Any volume discount received by Rutan is passed on to the
client.
13. Ruta bils other expenses to its clients at cost. For example, on Debtors'
behalf Rutan incurred expenses relating to the maintenance of an online data room in
connection with the proposed sale of certin of Debtors' assets. The online data room
provided perspective purchasers with access to due dilgence documents and fies. Rutan
seeks reimbursement for these costs, and invoices relating to the data room expenses are
attached as Exhibit B.
14. Rutan believes the foregoing rates are the market rates that the majority of
law firms charge clients for such services. In addition, Ruta believes that such charges
are in accordance with the American Bar Association's ("ABA") guidelines, as set forth
in the ABA's Statement of Principles, dated January 12, 1995, regarding biling for
disbursements and other charges.
Summary of Services Rendered

15. The names of the parers and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and case
management assistats of Rutan who provided services to these attorneys during the
Interim Period, are set fort in the attched Exhbit A.

16.
Rutan, by and though such persons, as special corporate and litigation
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counsel, has advised the Debtors on a regular basis with respect to varous corporate and
litigation matters in connection with the Debtors' bankptcy cases, and performed all
necessar professional services which are described and narrated in detail below.
Rutan's efforts have been extensive due to the size and complexity of the Debtors'
bankruptcy cases.
Summary of Services by Project

17. The services rendered by Rutan durng the Interim Period can be grouped
into the categories set forth below. Rutan 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 pertining to one category may in fact be included in
another category. These services performed, by categories, are generally described
below, with a more detailed identification of
the actual services provided set fort on the
attached Exhibit A, which identifies the attorneys and paraprofessionals who rendered
services relating to each category, along with the number of
hours for each individual and
the total compensation sought for each category.

A. Genera) Case Administration
18. Durng the Interim Period, the Fir, among other things: (1) reviewed and
analyzed documents; (2) responded to creditor inquiries; (3) analyzed issues relating
potential claims and creditor assertions; (4) paricipated in case strategy sessions; (5)
analyzed issues relating to objections to varous motions; and (6) communicated with and
advised the Debtors.
Fees: $7,715.00; Hour: 15.1

B.
19.
Emplovment Application
Durng the Interim Period, the Fir performed work necessary to secure
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its employment as special corporate and litigation counsel to the Debtors. These
activities included, among other things, preparing a supplemental declaration to address
certain comments received from the United States Trustee.
Fees: $3,931.00; Hours: 9.7
C. Corporate Governance
20. During the Interim Period, the Firm, among other things: (1) assisted the
Debtors in the preparation of
the Debtors' board minutes; (2) reviewed and analyzed
documents; (3) advised the Debtors regarding issues relating to the Debtors' bylaws and
governing documents; (4) prepared resolutions for the Debtors' boards of directors; and
(5) updated and helped maintain the Debtors' corporate books and records.
Fees: $2,817.50; Hours: 10.6
D. Alaska Asset Sale

21. During the Interim Period, the Firm, among other things: (1) performed
work in connection with a potential sale of certain of the Debtors' assets located in
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certn of
the Debtors' Alaska assets; (3) communicated with the purchase and sale working group
in connection with the sale; and (4) communicated with and advised the Debtors with
respect to the potential sale of certain of its Alaska assets.
Fees: $33,100.00; Hours: 8004
E. Beta Asset Sale
22. During the Interim Period, the Firm, among other things: (1) maintained
an online data-room to allow potential purchasers to do due diligence; (2) reviewed and
analyzed documents for posting in the data-room; (3) communicated and corresponded
regarding potential sales of assets; and (4) drafted and revised a purchase and sale
2123/023353-003 i 1023480.01 a07/06/09
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agreement for the potential Beta transaction.

Fees: $25,398.50; Hours: 60.8
F. Financing
23. Durng the Interim Period, the Firm, among other things: (1) negotiated
an amendment to the terms of the debtor-in-possession financing transaction; (2) drafted
and revised the DIP facility amendment, side letter agreement, and related documents; (3)
reviewed and analyzed documents impacting the amendment to the DIP facility; and (4)
communicated with the Debtors and others regarding the financing transaction.
Fees: $25,517.50; Hours: 59.0
G. Acme Well
24. During the Interim Period, the Firm, among other thngs: (1) reviewed and
analyzed documents relating to an oil well the Debtors operate, but do not own; (2)
communicated with the well's owners; and (3) communicated with the Debtors'
regarding well-related issues.

Fees: $97.50; Hours: 0.3
H. General Corporate Issues

25. During the Interim Period, the Fir, among other things: (1) reviewed and
analyzed documents; (2) analyzed governental permit issues; (3) analyzed
capitaization issues; (4) researched and analyzed ta issues; (5) communicated with and
advised the Debtors regarding corporate law issues.

Fees: $4,730.00; Hours: 12.9
i. Confidentialitv Aereenients
26. During the Interim Period, the Firm, among other things: (1) negotiated
and drafted numerous confidentiality agreements in connection with the potential sale of
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certain of the Debtors' assets; (2) corresponded and communicated with the Debtors
regarding confidentiality issues; and (3) corresponded and communcated with potential
purchasers regarding confidentiality issues.
Fees: $10,815.00; Hours: 33.0
J. General Contract Review And Preparation
27. Durng the Interim Period, the Firm, among other things: (1) reviewed and
analyzed documents; (2) corresponded and communicated with respect to certain
contracts; and (3) communicated with and advised the Debtors regarding certain
contracts, including the Debtors' loan documents and an offce lease in Alaska.
Fees: $2,145.00; Hours: 3.9
K. Securities Issues
28. Durng the Interim Period, the Firm, among other things: (1) worked on
opinions relating to transfers of the Debtors' equity securities; (2) review and analyzed
documents; (3) communicated with and advised the Debtors in connection with securties
issues; (4) analyze securities issues; and (5) communicated with securities professionals
regarding legend removal issues.

Fees: $4,600.50; Hours: 12.8
L. Executory Contracts! Analysis

29. During the Interim Period, the Firm, among other things: (1) review and
analyzed documents; (2) communicated and corresponded regarding contract analysis

issues; and (3) advised the Debtors with respect to certain executory contracts.
Fees: $3,670.00; Hours: 12.1
Valuation of Services
30.
Attorneys and paraprofessionals of Rutan expended 298.2 hours II
2123/023353.003 i
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connection with their representation of
the Debtors during the Interim Period, as follows:
RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Position,
Name of Professional In dividmd

Penelope Pares
Prior Relevant Experience, Year of Obtaining License to Practice, Are of

Exnertiiip.
Parer 1998; Member of
Hourly, Biling Rate (including

Chsmoeii) $625.00
Total Hours
RiUed 3.4
r,
T otaJ
CA Bar since 1982Chair of Rutan's Financial
$2,125.00
Greg Amber
Practice Groun Parner 1998; Member of
CA Bar since 1981; Member of Corporate

Law Group
$550.00
53.1
$29,205.00
Cristy G. Parker
$450.00
53.0

Law Groun
$23,850.00
Mattew Grimshaw
Associate 2002; Member
$380.00
8.7
Garett Sleichter
of CA Bar 2000; Member of Financial Practice Groim Associate 2004; Member ofCA Bar since 2004; Member of Corporate
Law GrouD
$3,306.00
$375.00
120.9
$45,337.50
Rushika Kumararatne
Shigenobu Itoh
Associate 2006 ; Member
$325.00
1. 1
$357.50
of CA Bar since 2006; Member of Corporate

Law GrOUD
Associate 2007; Member ofCA Bar since 2005; Member of Corporate

Law Groun
$325.00
16.2
$10,106.00
Catherine Parsons
Libby Wilrich
$250.00 $240.00
10.4
of CA Bar since 20
$2,600.00
$1,680.00
7.0
ofCA Bar since 2008; Member of Corporate

Law Group
Laurie Biegel
Paralegal 2002; Member
Rosemary White
of Comorate Law Groun Paralegal 2007; Member of Cornorate law Groun
$215.00
$200.00
7.6 0.4
$1,634.00
$80.00
2123/023353-0031
1023480.01 307106/09
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Grand Total:
Total Hours: Blended Rate:
$ 124,537.50 298.2 $ 417.63
31. The nature of the work pedormed by these persons is fully set forth in
Exhibit A. The rates charged by Rutan's professionals and paraprofessionals are typical
for the nature of the work, and the reasonable value of
the services rendered by Rutan to
the Debtors during the Interim Period is $124,537.50.

32. Under 330 of the Bankruptcy Code, Rutan respectfully submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of these cases,
(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. Furher, Ruta has reviewed Local Rule 2016-2 and the
Administrative Order and believes that this Application complies with requirements of
that Rule and Order.
2123/023353-0031
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WHEREFORE, Ruta respectflly requests that, for the period from April 1,
2009, to April 30, 2009, it be awarded on an interim basis $135,079.85, consisting of
fees
in the amount of $124,537.50 and expenses in the amount of $10,542.35, and that it be
authorized to receive a payment from the Debtor of $110,172.35, consisting of 80% of
the allowed fees ($99,630.00) and 100% of the allowed expenses ($10,542.35). Rutan
also requests such other and further relief as the Court deems just and proper.
Dated: July 6, 2009
RUTAN & TUCKER, LLP
PENELOPE PA ES (CA 0.104774)

611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931
Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: pparmesl)rutan.com
Attorneys for Debtor
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VERIFICATION
State of California )
County of Orange )
Penelope Pares, after being duly sworn according to law, deposes and says:
a) I am a partner of the law firm of
Rutan & Tucker, LLP ("Rutan"), and

the State of
have been admitted to practice law before all of
the court of
California.
b) I am familiar with the work performed on behalf of the Debtors by the
lawyers and paraprofessionals of Rutan.

c) I have reviewed the foregoing Amended Second Application for
Compensation and for Reimbinsement of
Expenses for the Period from March 9, 2009 through

my knowledge, information, and belief, the
March 31, 2009 (the "Application"). To the best of
facts set forth therein are true and correct.

d) I have reviewed DeL. Bankr. LR 2016-2 and the Administrative Order
entered on or about April 8, 2009 (Docket # 147), and submit that the Application substantially
complies such Rule and Order.
Dated: July l-, 2009
2123/023353-0031
1023984.01.07/06/09
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

Though statue does not require the Notar to fill in the data
below, doing so may prove invaluable to persons relying on the
document.
On this ~ day of July, 2009, before me,
Ja l't-t Le
~
, Notar Public
INDIVIDUAL
(here insert name and title of the offcer)
personally appeared Penelope Parmes proved to me on the basis of satisfactory evidence to be the personW whose nameg is/ar subscribed to the within instrument, and acknowledged to me that
CORPORATE OFFICER(S)
l:e'she/t~ executed the same in hi/her/taw authorized

capacity.t, and that by hi/her/tlw signaturel)) on the
TITLE(S)
instrument the personi, or the entityfl upon behalf of which

the person~ acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
PARTNER(S)
o LIMITED
the
o GENERAL
ATTORNEY-IN-FACT TRUSTEE(S)
State of California that the foregoing paragraph is true and 0

correct.
WITNESS my hand and official seaL.
o o
o GUARDIAN/CONSERVATOR
/'
i \
OTHER:
\,_/
j~ & & & - - - - & & - - - - - & & & t
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)
. JANET LEE
CommissiOn # 1818(6 f
(seal)
~ ~'t- Notary Public. Count ! z .' . Orange Californa !
t ~ _: ~ _Mi~o~~.~xfi~s_o~:._~~
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law, it could prevent fraudulent Reimbursement of Expenses
reattachment or
Amended First Monthly Application for Compensation and
this form.
NUMBER OF PAGES:
DATE OF DOCUMENT:
OTHER SIGNER(S) THAN NAMED ABOVE:

FOR THE DISTRICT OF DELA WARE
In re
Chapter 1 1
PACIFIC ENERGY RESOURCES LTD., et al., 1
Case No. 09-10785(KJC) (Jointly Administered)

Objections Deadline: July 14,
Debtors.
2009 at 4:00 p.m.

AMENDED SECOND MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRIL 1.2009 THROUGH APRIL 30. 2009
Name of Applicant:
Authorized to Provide Professional

Services to:
Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
entered on or about May 1, 2009

April 1,2009 though April 30, 20092
Period for which Compensation and

Reimbursement is Sought:
Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and
$124,537.00
$ 10,542.35
Necessar:
Ths is a:
-L monthly
interim
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802. 2 The applicant reserves the right to include any time expended in the time period
2123/023353-0031
1023493.01 a07/0609
The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
PRIOR APPLICATIONS FILED
Date
il 6/17/09
March 9, 2009, to March 31, 2009
Requested
Requested
e
$1,389.62
Ruta's employment as special counsel was approved on or about May 1, 2009.
Ruta's March 2009 monthly fee application was fied on or about June 17, 2009.
Assuming that no objections to Rutan's March 2009 fee application are received, Rutan
wil receive an interim disbursement of $82,186.00 in fees (representing 80% of the
allowed amount) and $1,389.62 in expenses (representing 100% of
the allowed amount).
RUT AN PROFESSIONALS
Position of the
Applicant, Number of
Years in that Position,
Name of Professional
ii
Penelope Pares
Prior Relevant Experience, Year of Obtaining License to Practice, Are of Ex r i e

Hourly, Biling Rate (including

$625.00
Total Hours
CA Bar since 1982Chair

of Rutan's Financial Practice Grou
Greg Amber
$550.00
53.1
$29,205.00
Cristy G. Parker
Law Grou Parer 1998; Member of
CA Bar since 1995; Mem~er of Corporate w rou

Mattew Grimshaw
$450.00
53.0
$23,850.00
of CA Bar 2000; Member of Financial P actice
$380.00
8.7
$3,306.00
indicated above in future application(s) ifit is not included herein.
2123i023353-0031
1023493.01 a07/06i09
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Position of the Applicant, Number of

Years in that Position,
Name of Professional
Incli .. .
Prior Relevant Experience, Year of Obtaining License to Practice, Are of Ex

GrouD Associate 2004; Member
Hourly,
Biling
Rate (including ,.. . ~

i
Total Hours
Biled
Total
Com
ion
Garett Sleichter
$375.00
120.9
$45,337.50
Rushika Kumararatne
Shigenobu Itoh
Law Groun Associate 2006 ; Member

Law Groun
$325.00
1.1
$357.50

Law Groun
$325.00
16.2
$10,595.00
Cathenne Parsons
Libby Wilrich
of CA Bar since 20
Associate 2008; Membcr
$250.00
10.4
$2,600.00

Law GrouD
$240.00
7.0
$1,680.00
Laurie Biegel
Rosemary White
Paralegal 2002; Member
of Cornorate Law Groun Paralegal 2007; Mcmber of Cornorate law Groun
$215.00 $200.00
7.6 0.4
$1,634.00
$80.00
Grand Total:
Total Hours: Blended Rate:
$ 124,537.00 298.2 $ 417.63
COMPENSATION BY CATEGORY
15.1
9.7 10.6 80.4 60.8
59.0 12.9 33.0

3. 12.8 0.3
2 i 23/023353-003 1
1023493.01 a07/06/09
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Contract! Anal sis
EXPENSE SUMMAY
Lexis/N exis
Merril Communications, LLC (See
Exhibit B for recei t
TAL
Dated: July 6, 2009
RUTAN & TUCKER, LLP
-PENELOPE P RMES(CABarNo.104774)
611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626- 1 931
Email: ppares(ftan.com
Attorneys for Debtor
3 Rutan may use one or more service providers. The service providers identified herein
below are the primar service providers for the categories described.
2123/023353-0031
1023493.01 .07106/U9
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FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
PACIFIC ENERGY RESOURCES LID., et aI., i

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

Objections Deadline: July if;
2009 at 4:00 p.m.

ift. : #fq7
NOTICE OF FILING OF AMENDED FEE APPLICATION
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and
(iv) counel to the Offcial Committee of Unsecured Creditors (the "Notice
Pares")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
fied its Amended Second Monthly Application for Compensation and Reimbursement of
Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in
Possession, for the Period from April 1,2009 through April 30, 2009, seeking
compensation for services in the amount of $124,537.00 and reimbursement of costs
incurred in the amount of$1O,542.35 (the "Application").
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under I i U.S.C. 10 5
(a)
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax 1.0. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean
2123/023353-0031
1024028.01 a07/06/09
and 331 Establishing Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrtive Order") and must be filed with the Clerk of the United States
Banuptcy Cour for the Distrct of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on July 1~2009 (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 1* 2009 at 4:00 p.m. prevailng Eastern time,
by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240,
Long Beach, CA 90802, Att: Gerr 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 Nort Market Street, 17th Floor, Wilmington, DE 19899-8705, Att: Laura Davis
Jones, Esq.; Fax: 302-652-4400, e-mail: lionesrWmziIaw.com; (2) Pachulski Stang Ziehl
& Jones LLP, 10100 Santa Monica Blvd., lIth Floor, Los Angeles, CA 90067-4100;
Att: Ira D. Kharsch, Esq; Fax: 310-201-0760, e-mail: ikharash()nszjlaw.com; and (3)
Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn:
Penelope Pares, Esq.; Fax 714-546-9035, email: pparmes(:~ruta.com; (c) the Offce of
the United States Trustee, 1. Caleb Boggs Federal Building, 844 N. King Street, Suite
2207, Lock Box 35, Wilmington, Delaware 19801, Att: 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;
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031 1024028.0 I a07/06/09
-2-
Att: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiperasteptoe.com and (2)
Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE
19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-8390, e-mail:
icarignankiJpepperlaw.com (the ''Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the
Application are timely fied, served and received, a hearng on the Application wil be
held at the convenience of the Banruptcy Court. Only those objections made in wrting
and timely fied, served and received in accordance with the Administrative Order and
the procedures described herein will be considered by the Banptcy Cour 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 Banptcy Court.

Dated: July 6, 2009
RUTAN & TUCKER, LLP
PENELOPE PA ES (CA Bar No. 104774)

611 Anton Boulevard, Foureenth Floor
Costa Mesa, California 92626- 193 1
Email: pparemes~nitan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031 1024028.01 a07/06/09
-3-
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556550 023353 - 0029

James O'Neal
Date Page
May 15, 2009

1
RE: General Case Administration
FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30,2009
04/02/09
Gregg Amber Review Marathon request for abandonment contribution

(.3); weekly update call (.5).
0.80
04/02/09
Gregg Amber
Review documents and prepare for and conference call
1.80
regarding abandonment of properies (1.8).

04/03/09
Cristy G Parker Communicate with M. Litvak re document request.
0.20
04/03/09
Gregg Amber Extensive correspondence with bankruptcy attorneys and others regarding Forest Trading Bay assumption and Chevron and Marathon matters.
Garett Sleichter
1.00
04/03/09
Review datasite documents (.8); review Schully Roberts communication re royalty payment filing in bankruptcy case and supporting documents (.7).
1.50
04/06/09
Cristy G Parker Office conference re creditors committee document request (.3); request documents from Bingham (.7).
Gregg Amber
1.00
04/06/09
1.50
Additional disbursements may have been paid or incurred on yor behalf and are not reOected in this statement.
An addiUonal statement coering such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd.
General Case Administration
A TTORNEYS AT LAW
May 15,2009
Invoice No. 556550
023353-0029
Page No.2
Review Forest Master Conveyances and correspondence with various parties re assumption of operating agreements.
04/07/09
Gregg Amber Review and comment on objection to motion for relief from stay and amendment to DIP credit agreement.
Gregg Amber Correspondence with C. Parker, G. Tywoniuk, K. MacInes, BK lawyers, Alaska lawyers, A. Marno and others re Chevron relief from stay, creditors committee motion re restricted trading and other matters.
Gregg Amber Telephone conference with 1. Kharasch re information for creditors committee. Gregg Amber
Weekly update calL.
1.50
04/09/09
1.00
04/16/09
0.50
04/ i 6/09
0.40
04/17/09
Gregg Amber Prepare letter to 1. Kharasch (.4); conference call re

abandonment (.5).
0.90
04/23109
Gregg Amber Review open items list (.3) and weekly all hands update call regarding open items (1.0).
Cristy G Parker Review and comment on portions of Alaska
abandonment motion.
1.30
04/23/09
0.50
04/24/09
Garett Sleichter
Research and respond to Pachulski Stang inquiries regarding PEAH obligations under debt instruments.
0.50
04/28/09
Garett Sleichter
Research Area rights to production payments per request of Pachulski Stang regarding Area Objection to Royalty Motion.
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.

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

ATTORNEYS AT LAW
023353-0029
May 15, 2009 Invoice No. 556550
Page No.3
04/30/09
Gregg Amber Working group weekly update calL.
0.30
Total Hours
Total Professional Services
15.10
$7,715.00
Total Current Fees Prior Balance Due Total Balance Due
$7,715.00 0.00
$7,715.00
An additional statement covering such disbursements will be fumished to you.
The abbreviaon (PA), (lC),or (DC) fallowing an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400
POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556550 023353 - 0029

James O'Neal
Date
May 15, 2009
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
7,715.00 7,715.00
Wire Instructions
Union Bank ofCalifomia
18300 Von Karman

Irve, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflecled in this statement.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
556550 023353 - 0029

James O'N eaJ
Date
May 15,2009
INVOICE SUMMARY
$ $
7,715.00 7,715.00
Wire Instructions
Union Ban of California
18300 VonKanan
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Invoice No.
Account No.
Biling Atty.
556551
023353 - 0030
James O'Neal
Date Page
May 15, 2009

I
RE: Employment Application
FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2009

04/06/09
Penelope Parmes Further revisions to application to employ as special counsel in light ofUST comments to DIP (.6); E-mails with debtor's counsel regarding same (.4).
1.00
04/22/09
Matthew Grimshaw Analyze employment issues and cont1ict issues in preparation for drafting a supplemental declaration regarding Rutan's employment as general counsel to Pacific Energy (i .2).
Matthew Grimshaw Draft and revise supplemental employment application and prepare exhibits to same (3.2).
1.20
04/23/09
3.20
04/24/09
Matthew Grimshaw Draft and revise supplemental declaration and prepare e~hibits re same (2.9); multiple email exchanges re employment issues (.4).
Matthew Grimshaw Finalize supplemental declaration re employment application (.6); email exchange re same (.2); email same
to S. MacFarland (.1).
3.30
04/27/09
0.90
04/28/09
Matthew Grimshaw
0.10
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
An additional statement covering suc disbursements wil be furnished to you.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Employment Application 023353-0030
ATTORNEYS AT lAW
May i 5, 2009 Invoice No. 55655 i
Page No.2
Email exchange with S. MacFarland (.1).
Total Hours
9.70
$3,931.00
Total Current Fees Prior Balance Due
$3,931.00 0.00
$3,931.00
Total Balance Due
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Geny Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556551
023353 - 0030
James O'Neal
Date
May 15, 2009
Employment Application
INVOICE SUMMARY
3,931.00 3,931.00
Wire Instructions
Union Bank ofCalifomia
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement.
The abbreviation (PA). rLC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AlTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641.5100
Invoice No.
Account No.
Biling Atty.
556551
023353 - 0030
James O'Neal
Date
May 15,2009
Employment Application
REMITTANCE COpy
$ $
3,931.00 3,931.00
Wire Instructions
Union Ban of California 18300 Von Karan
Irine, CA 92612
Additional disbursements may have been paid or Incurred on your behalf and are not renected In this statement. An addiUonal statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LCl,or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
556552 023353 - 0032

James O'Neal
Date
May 15,2009
Corporate Governance
INVOICE SUMMARY
$ $
2,817.50 2,817.50
Wire Instructions
Union Bank of
California
18300 Von Karian
Irvine, CA 926 i 2
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflecled in this statement.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

(714) 641-5100

Attn: Ger Tywoniuk, Sf. VP and CPO
Invoice No.
Account No.
Biling Att.
111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
556552 023353 - 0032

James O'Neal
Date
May 15, 2009
Corporate Govemance
REMITT ANCE COpy

*** PLEASE RETURN
THIS PAGE WITH YOUR REMITTANCE ***
$ $
2,817.50 2,817.50
Wire Instructions
Union Bank of California 18300 Von Karman
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
The abbreviation (PAl, (lC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROSSIONAl CORPORATIONS
(714) 641-5100
Invoice No.
Account No,
Biling Atty.
556552 023353 - 0032

James O'Neal
Date Page
May 15,2009
1
RE: Corporate Governance
04/07/09
Laurie Biegel ( P A)
Update minute books (.4); follow up regarding board and committee minutes for signature (.3); prepare emails and send voicemail to B. Walker regarding same (.4).
04107/09
1.0
Catherine Parsons
board and committee meetings to client (.2); participate in multiple calls with client regarding same (.6).
Assist in providing master list of
0.80
04/09/09
Laurie Biegel ( P A) Update minute book and task list.
0.10
04/14/09
Conference with C. Parker regarding Chief
0.20
Restrcturing Offcer matters.

04/15/09
Follow up on status of
board and committee minutes to
0.40
be executed.
04/16/09
Review email regarding board resolution (.1); update minute book and index thereto (.1); update task list.
04/16/09
Cristy G Parker
0.20
0.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Corporate Governance 023353-0032
ATTORNEYS AT LAW
May 15.2009
Invoice No. 556552
Page No.2
Prepare resolutions rc stock exchange listing (.5); communicate with J. Creed and K. MacInes re same
(.2).
04/20/09
Prepare correspondence to client regarding Cameros Acquisition Corporate matters.
0.20
04/23/09
Review emails from R. Kumararatne (.1); prepare authorizing resolutions regarding LLC matters (.5);
prepare related documents (.2).
0.80
04/23/09
Conferences with C. Parsons and review corporate documents.

04/23/09
Gregg Amber Conferences with C. Parsons re Delaware code and Company bylaws (.2); correspondence with D. Katic re
quorums, notices and required votes for meetings (.2).
0.50
0.40
04/23/09
Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings. Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings. Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings.
Gregg Amber
Prepare minutes of
0.60
04/24/09
2.40
04/27/09
2.10
04/27/09
board March 30 board meeting.
0.10
Total Hours Total Professional Services
10.60
$2,817.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Corporate Governance 023353-0032
ATTORNEYS AT LAW
May i 5, 2009 Invoice No. 556552

Page No. 3
Total Current Fees
Prior Balance Due
$2,8 i 7.50
0.00
Total Balance Due
$2,817.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC),or (DC) fOllowing an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, lLP

ATTORNEYS AT ULW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 11 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556553 023353 - 0033

James O'Neal
Date
May 15,2009
Alaska Asset Sale
INVOICE SUMMARY
CURRENT INOICE SUMMARY:

Professional Fees Fees and Costs Due This Invoice
$ $
33,100.00 33,100.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & Tucker LLP
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional stalement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556553 023353 - 0033

James O'Neal
Date
May 15, 2009
Alaska Asset Sale
REMITTANCE COPY
CURRENT fNVOICE SUMMARY: Professional Fees
33,100.00 33,100.00
Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviation (PA), (lC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEVARD
SUITE 1400 POST OFFICE BOX 1950
Invoice No.
Account No.
Biling Atty.
556553 023353 - 0033

James O'Neal
Date Page
May 15, 2009

1
RE: Alaska Asset Sale

04/1 6/09
Gregg Amber Begin work on Alaska PSA.

Garett Sleichter
1.0
8.70
04/17/09
Draft Alaska PSA.
04/20/09
Garett Sleichter
Draft Alaska PSA.
7.70
04/21/09
Penelope Parmes Provide analysis regarding Section 363 issues affecting

purchase and sale ters.
0.90
04/21/09
Garett Sleichter
Draft Alaska PSA.
6.90
04/22/09
Gregg Amber
Review and revise Alaska PSA (.8); conferences with G.
1.00
Sleichter re same (.2).
04/22/09
Penelope Parmes Review and revise Alaska PSA.

Garett Sleichter
0.90
04/22/09
Draft and revise Alaska PSA (3.6); communication with G. Tywoniuk and L. Wolfre same (.8); review and
5.30
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

Alaska Asset Sale
ATTORNEYS
AT LAW
023353-0033
May 15. 2009 Invoice No. 556553
Page No.2
respond to L. Wolf comments to Alaska PSA (.9).

04/22/09
Garett Sleichter
Manage Merrll datasite.

04/23/09
0.30
Gregg Amber Telephone conference with L. Wolf (.2); correspondence with R. Lynd (.4); conference with G. Sleichter re changes to and statu of Alaska PSA (.1).
0.70
04/23/09
Garett Sleichter Extensive drafting of and revisions to Alaska PSA.

Gregg Amber Conferences with G. Sleichter and P. Parmes (.8); correspondence with working group regarding Alaska PSA (.6); continue review and revision of same (1.8).
Gregg Amber All hands conference call regarding Alaska sales process and timeline.
10.70
04/24/09
3.20
04/24/09
0.80
04/24/09
Garett Sleichter
and G. Tywoniuk to Alaska PSA (.8); incorporate same (.9); extensive drafting and revisions to Alaska PSA (3.4).
Review comments from L. Wolf
5.10
04/25/09
Garett Sleichter
Draft and revise Alaska PSA.
4.50
04/26/09
Garett Sleichter
1.30
04/27/09
Gregg Amber Review and revise Alaska PSA (3.8); retransmit to working group (.4).
Gregg Amber All hands conference call regarding Alaska PSA.
Garett Sleichter
4.20
04/27/09
1.50
04/27/09
4.50
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviation (PA), (lC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

Alaska Asset Sale
ATTORNEYS AT LAW
023353-0033
May 15,2009 Invoice No. 556553 Page No.3
04/28/09
Cristy G Parker Read e-mails relating to Alaska asset issues.

Gregg Amber Review sales procedures letter (.2); correspondence with working group re same (.2).
0.20
04/28/09
0.40
04/28/09
Gregg Amber Continued review of Alaska PSA (.6); conferences with G. Sleichter re same (.2).
Garett Sleichter
0.80
04/28/09
Upload Alaska operational-related documents to datasite.
0.20
04i28/09
Garett Sleichter
Draf and revise Alaska PSA (3.6); communication with G. Tywoniuk and L. Wolfre same (.5); review Hartig Rhodes comments to Alaska PSA and incorporate same (1.2); distribute revised draft of Alaska PSA for review
and comment (.4).
5.70
04/29/09
Garett Sleichter Manage user access to Alaska datasite.

Garett Sleichter
0.20
04/29/09
Revise Alaska PSA (1.9); prepare proposed final draft of same (1.2).
3.10
04/29/09
Gregg Amber Continue review and revision of Alaska PSA (.3); conferences with G. Sleichter rc same (.2),
0.50
Total Hours
80.40
$33, i 00.00
Total Current Fees
Prior Balance Due
$33,100.00 0.00
Additional disbursements may have been paid or incrred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document cleric
RUTAN & TUCKER, LLP

A rrORNEYS AT LAW

Alaska Asset Sale
May 15,2009
Invoice No, 556553
023353-0033
Page No.4
Total Balance Due
$33,100.00
An additional statement coveiing such disbursements wl be furnished to you.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS
611 ANTON
BOULEVARD
SUITE 140
POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No. Account No.

Biling Atty.
556554 023353 - 0034

James O'Neal
Date
May 15,2009
Beta Asset Sale
INVOICE SUMMARY
Disbursements and Costs Advanced
25,398.50 9,757.35 35,155.85
Wire Instructions
Union Bank of
Californa
18300 Von Karman Irvne, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

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

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

Billng Atty.
556554 023353 - 0034

James O'Neal
Date
May 15,2009
Beta Asset Sale
REMITTANCE COpy

25,398.50 9,757.35 35,155.85
Wire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine, CA 926 I 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
An additionai statement covering such disbursements wil be furnished to yo.

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

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billng Atty.
556554 023353 - 0034

James O'Neal
Long Beach, CA 90802
Date Page
May 15, 2009

1
RE: Beta Asset Sale

04/01/09
Garett Sleichter Communication with Merrll and Zolfo re datasite (.4);

populate datasite (.3).
0.70
04/02/09
Garett Sleichter
Coommunication re datasite (.3). 04/06/09

Garett Sleichter
0.30
Prepare documents for FTP site (.9).
0.90
04/07/09
Garett Sleichter
Communication with Merrll re datasite (.9); manage

datasite (2.0).
2.90
04/08/09
Garett Sleichter
Communications with Lazard, M. Wiesinger and Merrll re datasite (.9); modify datasite for new types of user groups and teams for potential acquirors (.8); upload documents to datasite (.9); review assignment agreement for datasite (.7).
04/09/09
Garett Sleichter
3.30
Manage datasite re new users, security setting and documents (1.2); revise Assignent and Assumption Agreement to Merrll Serice Agreement (1. i); negotiation with Meril re same (1.5).
3.80
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additonal statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document cleric
RUTAN & TUCKER, LLP

Beta Asset Sale
ATTORNEYS AT LAW
023353-0034
May 15, 2009 Invoice No. 556554
Page No.2
04/14/09
Gregg Amber Work on Beta PSA.

Garett Sleichter
2.00
04/14/09
Communication re assignent of Merrll services

agreement (1.1); manage datasite (.7); upload documents to datasite (.5); work with Merrll re same (.5).
04/14/09
Garett Sleichter
2.80
Work on Beta PSA.
1.50
04/15/09
Garett Sleichter
Telephone conference with L. Wolfre production of documents for banptcy court (.4); manage datasite (.8); add documents to datasite (.4); communication with M. Wiesinger, Lazard and others rc datasite documents
(.4).
2.00
04/15/09
Gregg Amber Continue work on Beta PSA and conference with G. Sleichter re same.
Garett Sleichter
1.0
04/15/09
Draft Beta PSA.
8.50
04/16/09
Garett Sleichter
Manage datasite (.8); draft Beta purchase agreement (5.9); communication with L. Wolf and A. Marino re
Beta purchase agreement (.4).
7.10
04/16/09
Gregg Amber Continue work on Beta PSA (1.8); conferences with G. Sleichter and correspondence with A. Marino and L. Wolf regarding Beta PSA (.5).
Gregg Amber Conferences with G. Sleichter re Beta template PSA (.5); continue work on template PSA (2.6).
Garett Sleichter
2.30
04/1 7/09
3.10
04/17/09
Manage Merrll datasite.
0.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paraleal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Beta Asset Sale
ATTORNEYS AT LAW
023353-0034
May 15, 2009 Invoice No. 556554
Page No.3
04/20/09
Gregg Amber Continue work on Beta PSA (4.4); telephone conferences with G. Tywoniuk and S. Winn re same and re issues pertaining to substitution for T-Notes in MMS Trut (.8); review MMS Trust Agreement and Aera PSA re same (.8); correspondence with G. Tywoniuk, S. Winn, A. Marino and 1. Kharasch re same (.5).
Gregg Amber Continue work on Beta PSA (1.4); correspondence with various paries regarding issues relating to reserved production, recorded documents, etc (.6).
6.50
04/2 i /09
2.00
04/24/09
Penelope Parmes Provide analysis re disclaimers and BK court retained jurisdiction for post-closing disputes.
Libby Wilrich
0.60
04/24/09
Research and write memo on HSR and exemption.
2.60
04/24/09
Garett Sleichter
Manage dataroom (Beta).
0.30
04/29/09
Garett Sleichter
1.30
PERL under PSA with Aera whereby PERL acquired Aera's interest in the Beta unit (.9); prepare summary of same (.4).
Review obligations of
04/29/09
Libby Wilrich
Research and write memo on HSR and exemption.
1.30
04/30/09
Garett Sleichter
Draft Beta PSA.
3.30
Total Hours
60.80
$25,398.50
DISBURSEMENTS AND COSTS ADVANCED

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

Beta Asset Sale
ATTORNEYS AT LAW
May 15,2009
Invoice No. 556554
023353-0034
Page No.4
Duplication
Other Professional Services
15.20
9,534.40
153.35
Computer Research/Misc. Charge

Direct Long Distance
54.40
Total Disbursements
$9,757.35
Total Current Fees and Costs Prior Balance Due Total Balance Due
$35,155.85 0.00
$35,155.85
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AlTORNEYS AT lAW
Invoice No.
Account No.
Biling Atty.
556555 023353 - 0035

James O'Neal
Date
May 15, 2009
Financing
INVOICE SUMMARY
25,517.50 752.00 26,269.50
Wire Instructions
Union Bank of Californa 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

(714) 641-5100

Billing Atty.
556555 023353 - 0035

James O'Neal
Date
May 15, 2009
Financing
REMITTANCE COpy

25,517.50 752.00 26,269.50
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
I 1 1 West Ocean Boulevard, Suite 1240

Billng Atty.
556555 023353 - 0035

J ames O'Neal
Long Beach, CA 90802
Date Page
May 15, 2009

1
RE: Financing
04/01/09
Garett Sleichter Review Wells Fargo comments to DACAs; prepare execution versions of DACAs and distribute for
signature (2.4).
2.40
04/02/09
Cristy G Parker Otlice conference re Wells Fargo DACAs.

Garett Sleichter Communication re further Wells Fargo comments to DACAs (,8); prepare revised execution versions of DACAs (1.2).
Garett Sleichter
0.20
04/02/09
2.00
04/06/09
Research and respond to M. Litvak request for DIP

credit documents (2.2).
2.20
04/07/09
Cristy G Parker Review and comment on draft of amendment to credit agreement (3.2); review and acknowledge receipt of
closing documents (.9).
4.10
04/07/09
Rosemary White (PA) Assemble secretary's certificates and e-mail same to R. Kumararatne.
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reflted in this statement.

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

Pacific Energy Resources Ltd. Financing 023353-0035
ATIORNEYS AT LAW
May 15, 2009 Invoice No. 556555
Page No.2
04/07/09
Rushika Kumararatne
Respond to queries from Lenders' counseL.
0.60
04/08/09
Cristy G Parker Review and comment on DIP amendment (1.1); offce conference and communicate with G. Tywoniuk, M. Litvak, i. Kharasch and Bingham re same and re
1.90
bankptcy matters (.8).

04/08/09
Gregg Amber Review revised DIP amendment (.8); correspondence with varous parties re same and re assorted creditors committee, Chevron and related matters (.2).
1.00
04/09/09
Cristy G Parker Revise DIP amendment (.7); communicate with M. Litvak, M. Cervi, G. Tywoniuk and Bingham re same (1. i); analyze issue re credit agreements (1. i); communicate with J. Kuritz re same (.6).
Gregg Amber Review DIP Credit Agreement amendment revisions and side letter (.6); correspondence with C. Parker, G. Tywoniuk and other re same (.4).
3.50
04/10/09
1.00
04/10/09
Cristy G Parker Review and comment on DIP amendment and side letter (4.2); communicate with working group and Bingham re
same (1.0).
5.20
04/13/09
Cristy G Parker Follow up re DIP amendment and side letter. Cristy G Parker
Review and comment on revised drafts of DIP
0.20
04/14/09
4.10
amendment and side letter (2.1); draft officer's certificate (1.1); telephone and e-mail communications with numerous members of working group re same (.9).
04/15/09
Cristy G Parker Follow up re DIP amendment and side letter.
0.50
Additional disbursements may have been paid or incurred on your behalf and are not renected In this statement.
An additional statement covering such disbursements wil be furnished 10 you.
The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 15,2009
Invoice No. 556555
Page No.3
04/16/09
Cristy G Parker Review and comment on revisions to DIP amendment; communicate with working group re same; analyze issue re credit agreements; offce conference and communicate with working group re same.
7.60
04/1 7/09
Cristy G Parker Revise DIP amendment (2.4); communicate with working group re same (.4); review decommissioning report (.3); partcipate on conference call re same (.8).
Cristy G Parker Research Alaska asset information (1.5); communicate with M. Litvak re same (.3); review and comment on exhibit to motion (.9); follow up with Bingham re DIP
amendment (.4).
3.90
04/20/09
3.10
04/21/09
Cristy G Parker Analyze DIP credit agreement issue re use of funds (.2); communicate with J. Kuritz re same (.2). Cristy G Parker Review hearing transcript excerpt to determine effect on DIP amendment (.8); communicate with Bingham and Pachulski re same and re revisions to DIP amendment
and side letter (.8).
0.40
04/21/09
1.60
04/22/09
Cristy G Parker Communicate with lenders' counsel re revisions to DIP

side letter.
0.20
04/22/09
Cristy G Parker Analyze and communicate with M. Cervi re overrding royalty interest obligations under credit agreements.
0.50
04/22/09
Gregg Amber Telephone conference with D. Katic re status of negotiations on restructuring proposals.
Cristy G Parker Review and comment on revised DIP side letter and
related offcer certificate (.8); communicate with lenders'
0.40
04/23/09
1.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May i 5, 2009 Invoice No. 556555
Page No.4
counsel and G. Tywoniuk re same (.8).
04/27/09
2.20
Conference with R. Kumararatne regarding review of Summar of Schedules project (1.1); review Summary of Schedules for PERL and all subsidiares and note offcer
and director matters (1.1).
04/28/09
1.30
Continue review of Summary of Schedules for PERL and all subsidiaries and note officer and director matters.
04/28/09 Cristy G Parker Follow up with bankptcy and lenders' counsel re finalizing DIP amendment and side letter (.3); prepare comments to same based on pending motion (.4).
Gregg Amber Review asset and liability disclosure schedules (.9); extensive correspondence and conference call with working group re same (1.3).
0.70
04/28/09
2.20
04/29/09
Cristy G Parker Review and comment on revised DIP amendment and side letter (.8); finalize officers certificate re same (.8); telephone conferences with M. Litvak and G. Tywoniuk (.9); communicate with working group re same (.6).
Cristy G Parker
Trading Bay asset abandonment motion relating to segregated proceeds (.5); communicate with working group re same (.4).
Review and comment on portions of
3.10
04/30/09
0.90
59.00
$25,517.50

Filing Fees
752.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement An addional statement covenri such disbursements wil be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 15, 2009 Invoice No. 556555
Page No.5
Total Disbursements
$752.00
Total Current Fees and Costs Prior Balance Due
$26,269.50 0.00 $26,269.50
Total Balance Due
Additional disbursements may have been paid or incurred on your behalf and are not reflec1ed in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviation (PA). (LC).or (DC) following an Individual's name denotes paralegal, law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CAUFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Billing Atty.
556556 023353 - 0038

James O'Neal
Date
May 15,2009
General Corporate Issues
INVOICE SUMMARY
4,730.00 4,730.00
Wire Instructions
Union Bank of California 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflted in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER. LLP

A TTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556556 023353 - 0038

James O'Neal
Date
May 15,2009
General Corporate Issues
REMITTANCE COPY
4,730.00 4,730.00
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additional disbursements may have ben paid or incurred on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document Clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAl CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CPO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
556556 023353 - 0038

James O'Neal
Date Page
May 15,2009
1
RE: General Corporate Issues

04/01/09
Gregg Amber Conferences and correspondence with D. Katie, G. Sleichter, M. Cervi and lenders' counsel re GE nondisclosure, re Merrll data room and re revised DACAs (1.0); review Trading Bay Unit and Joint Operating Agreements for abandonment call (.5).
Garett Sleichter
1.50
04/02/09
0.70
Long Beach revocable permit to Occidental (.3); work on cap table for March 31, 2009
Review City of
(.4),
04/02/09
Rushika Kumararatne Update option table (.3); respond to questions with regards to financial statements (.2).
0.50
04/03/09
0.40
Prepare correspondence to J. Kuritz regarding Alaska and Delaware LLC matters.
04/03/09
Garett Sleichter
Research backup documentation for updated fully diluted capitalization table (1.1); prepare updated
capitalization table for March 31,2009 (.8).
1.90
04/06/09
0.20
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Corporate Issues 023353-0038
May 15, 2009 Invoice No. 556556
Page No.2
Prepare correspondence to J. Kuritz regarding Delaware tax matters.
04/06/09
Garett Sleichter
1.30
Review and revise updated capitalization table (1.0); communication with L. Marinez re same (.3).
04/07/09
Cristy G Parker Office conferences and communicate with Devlin

Jensen re anual meeting issues.
1.00
04/2 i /09
Garett Sleichter Research and analysis re J. Creed request for historical capitalization data for purposes of calculating NOL. Garett Sleichter Research and respond to R. Katic request for Wyoming participation documents.
Libby Willrich
1.0
04/22/09
0.40
04/22/09
1.70
Print capital breakdown reports for each class of

common stock from 1-3 i -06 to 3-31-09.
04/22/09
Garett Sleichter Research and prepare response to J. Creed request for historical capitalization data for purposes of calculating NOL (.6); communication with Computershare re same
(.3).
0.90
04/23/09
Libby Wilrich
0.70
Print capital breakdown reports for each class of common stock from 1-31-06 to 3-31-09.
04/28/09
Garett Sleichter
0.30
Review spreadsheet calculation of outstading common stock (.2); communication with J. Creed re same (.1).
04130/09
Garett SleIchter
0.30
Prepare fully diluted capitalization table as of April 30, 3009.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement

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

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038
ATTORNEYS AT LAW
May 15, 2009 Invoice No. 556556
Page No.3
Total Hours
12.90
$4,730.00
Total Current Fees
Prior Balance Due
$4,730.00 0.00
Total Balance Due
$4,730.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714)641-5100

Biling Atty.
556959 023353 - 0039

James O'Neal
Date Page
May 20, 2009

1
RE: Confidentiality Agreements

04/01/09
Shigenobu Itoh Review correspondence from R. Lynd regarding DCOR confidentiality agreement; telephone conference with R. Lynd regarding same (.1); prepare correspondence to R. Lynd and Brooks regarding confidentiality agreement (.1).
Shigenobu Itoh Telephone conferences with R. Lynd regarding DCOR confidentiality agreement (.3); telephone conferences with DCOR and R. Lynd regarding same (.4); review draft DCOR confidentiality agreement (.3).
0.20
04/02/09
1.00
04/02/09
Gregg Amber Correspondence with D. Katie and revise GE confidentiality agreement (.4).
Shigenobu Itoh
0.40
04/03/09
2.70
Prepare comments to DCOR confidentiality agreement (.5); prepare correspondence to R. Lynd regarding same (.3); telephone conference with Mr. Brooks regarding comments to confidentiality agreement (.3); prepare correspondence to Mr. Brooks regarding revised confidentiality agreement (.3); review Marathon Oil confidentiality agreement (.8); prepare correspondence to R. Lynd regarding comments to Marathon Oil
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement coverin9 such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
May 20,2009 Invoice No. 556959
Page No.2
with R. Lynd regarding DC
confidentiality agreement (.2); telephone conference OR confidentiality agreement
(.3).
04/06/09
Shigenobu Itoh Telephone conference with Marathon Oil regarding confidentiality agreement (.1); telephone conference with R. Lynd regarding same (.1).
0.20
04/07/09
Shigenobu Itoh Review correspondence from R. Lynd regarding executed DCOR confidentiality agreement. Shigenobu Itoh Review correspondences from R. Lynd and M. Wiesinger regarding confidentiality agreements and supplement (.2); prepare draft supplement (.4); prepare correspondence to M. Wiesinger and R. Lynd regarding supplement (.1); telephone conference with M. Wiesinger regarding same (.1).
0.10
04/09/09
0.80
04/13/09
Shigenobu Itoh Review confidentiality agreement supplement (.6); prepare comments to same (.4); prepare correspondence to R. Lynd and M. Wiesinger regarding same (.2); telephone conference with counsel to Marathon regarding confidentiality agreement supplement (.1); telephone conference with R. Lynd regarding same (.1).
Shigenobu Itoh Review supplement to Marathon Oil confidentiality agreement (.2); review correspondence from G. Amber regarding same (.1); prepare correspondence to Marathon Oil regarding same (.2).
1.40
04/14/09
0.50
04/15/09
Shigenobu Itoh Telephone conferences with M. Wiesinger regarding Beta confidentiality agreement and Marathon condentiality agreement (.4); review cOITespondences regarding additional confidentiality agreements for Alaska transaction (.4); telephone conferences with R. Lynd regarding Marathon confidentiality agreement and
1.20
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 20, 2009 Invoice No. 556959
Page No.3
transaction status (.4).

04/15/09
Shigenobu Itoh
1.90
Review and prepare correspondence G. Amber regarding confidentiality agreement (.4); prepare confidentiality agreement for Beta transaction (1.3); prepare correspondence to G. Sleichter regarding Marathon data room access (.2).
04/16/09
Shigenobu Itoh Prepare form Beta confidentiality agreement (.8); prepare correspondences to M. Wiesinger regarding same (.3); review correspondence from D. Katic regarding confidentiality agreement (.2); prepare comments to GTLpetrol confidentiality agreement (.4); telephone conference with D. Katic regarding same (.4); prepare correspondence to D. Katie regarding same (.3); review correspondence regarding Venoco confidentiality agreement (.5); prepare correspondence to M. Wiesinger regarding same (1.8).
Shigenobu Itoh Review correspondences from M. Wiesinger and Albrecht representatives regarding confidentiality agreements (.4); prepare correspondences to M. Wiesinger and Albrecht regarding same (.3); prepare form Beta confidentiality agreement (.4); prepare correspondence to Albrecht regarding same (.1); review correspondence from D. Katic regarding confidentiality agreement (.1); prepare correspondence to D. Katie regarding same (.1).
Shigenobu Itoh Telcphonc confcrcnce with Marathon Oil regarding confidentiality agreement (.3); telephone conference with M. Wiesinger regarding same (.3); telephone conference with Chevron regarding consent letter (.3); prepare draft supplement to confidentiality agreement (.4); review correspondence from Albrecht regarding confidentiality agreement (.3); prepare comments to confidcntiality agrccmcnt (1.2); preparc correspondcncc to Albrecht regarding confidentiality agreement (.3); 4.70
04/17/09
1.40
04/20/09
3.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 20, 2009 Invoice No. 556959
Page No.4
review confidentiality agreement log (.4).
04/21/09
Shigenobu Itoh Review and prepare cOlTespondences regarding Beta confidentiality agreements (.4); prepare comments to confidentiality agreements (1.1); telephone conference with M. Wiesinger regarding same (.4). Shigenobu Itoh Prepare cOlTespondence to Chevron regarding Marathon confidentiality supplement.
Shigenobu Itoh
Review cOlTespondences and comments from Albrecht
1.90
04/22/09
0.20
04/22/09
1.00
and M. Wiesinger regarding confidentiality agreements.
04/22/09
Shigenobu Itoh
0.50
Prepare colTespondences to M. Wiesinger regarding same.
04/23/09
Shigenobu Itoh
1.80
Review and prepare Occidental Oil confidentiality agreement addendum with M. Wiesinger.
04/23/09
Shigenobu Itoh Telephone conference with Chevron attomey regarding confidentiality agreement supplement.
0.10
04/24/09
Shigenobu Itoh Review comments to Sigma Energy confidentiality agreement and confidentiality agreement log. Shigenobu Itoh Review cOlTespondence regarding Occidental confidentiality agreement.
0.30
04/24/09
0.10
04/25/09
Shigenobu ltoh Review correspondence from Chevron regarding confidentiality agreement supplement.
Shigenobu Itoh
0.20
04/27/09
0.50
Prepare Marathon energy confidentiality agreement

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

ATTORNEYS AT LAW
May 20,2009 Invoice No. 556959 Page No.5
supplement (.3); prepare correspondence to M. Wiesinger and R. Lynd regarding same (.1); prepare correspondence to Chevron regarding same (.1).
04/27/09
Shigenobu Itoh Review Sigma Energy Ventures confidentiality agreement. Shigenobu Itoh Review and prepare correspondences with M. Wiesinger and Albrecht regarding confidentiality
agreement status and log.
0.10
04/28/09
0.60
04/28/09
Shigenobu Itoh Review and prepare comments to Redman Resources confidentiality agreement; prepare correspondence to Albrecht regarding same.
1.20
04/28/09
Shigcnobu ltoh Review and prepare comments to WM Organic confidentiality agreement (.3); prepare correspondence to M. Wiesinger regarding same (.3).
Shigenobu Itoh Review and prepare amendment to Petrogulf confidentiality agreement (1.0); prepare cOlTespondence to M. Wiesinger regarding same (.4). Shigenobu Itoh Review and prepare comments to Warren Resources confidentiality agreement (.8); prepare correspondence to M. Wiesinger regarding same (.3).
0.60
04/29/09
1.40
04/29/09
1.10
04/29/09
Shigenobu Itoh Review and prepare correspondences with R. Lynd regarding form Alaskan confidentiality agreement.
Shigenobu Itoh Rcvicw corrcspondcnces from company, Lazard and Albrecht regarding Beta and Alaska confidentiality agreements.
0.20
04/29/09
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (Le).or (DC) following an individual's name denoles paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 20, 2009 Invoice No. 556959
Page No.6
04/30/09
Shigenobu Itoh
0.70
Review Tetrahedron Investment Management confidentiality agreement (.4); prepare correspondence to M. Wiesinger regarding same (.3).
04/30/09
Shigenobu Itoh
0.10
Review WM Organic confidentiality agreement.
33.00
$10,815.00
Total Curent Fees
$10,815.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Invoice No.
Account No.
Biling Att.
556959 023353 - 0039

James O'Neal
Date May 20, 2009
Confidentiality Agreements
INVOICE SUMMARY
10,815.00 10,815.00
Wire Instructions
Union Bank of California i 8300 Von Karman Irvine, CA 926 i 2
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC),or (DC) foiiowing an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Billng Atty.
556959 023353 - 0039

Jamcs O'Neal
Date
May 20, 2009
Confidentiality Agreements
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees
10,815.00 10,815.00
Wire Instructions
Union Bank of California 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

611 ANTON BOULEY ARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714)641-5100

Biling Atty.
556558 023353 - 0040

James O'Neal
Date
May 15, 2009
General Contract Review and Preparation
INVOICE SUMMARY
2,145.00 2,145.00
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP


Invoice No.
Account No.
Biling Atty.
556558 023353 - 0040

James O'Neal
Date
May 15, 2009
General Contract Review and Preparation
REMITTANCE COPY
CURRENT INOICE SUMMARY:

Professional Fees
2,145.00 2,145.00
Wire Instructions
Union Ban of California i 8300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. Th abbreviation (PA), (LCl,or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714)641-5100
Invoice No.
Account No.
Biling Atty.
556558 023353 - 0040

James O'Neal
Date Page
May 15,2009
I
RE: General Contract Review and Preparation

04/15/09
Gregg Amber Review and comment on World Oil guarantee agreement (1.2); correspondence with A. Marno re nondisclosure issues relating to lender documents (.5).
Gregg Amber Review World Oil purchase contract (.8); telephone conference with G. Tywoniuk re same (.4).
1.70
04/16/09
1.20
04/27/09
Gregg Amber Review and comment on new Alaska office lease.
1.00
Total Hours
3.90
$2,145.00
Total Current Fees
Prior Balance Due
$2,145.00 0.00 $2,145.00
Total Balance Due
Additional disburseents may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Invoice No.
Account No.
Billing Atty.
556559 023353 - 0041

James O'Neal
Date
May 15,2009
Securities Issues
INVOICE SUMMARY
4,600.50 4,600.50
Wire Instructions
Union Ban of Californa 18300 Yon Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & Tucker LLP
Additional disbursements may have been paid or incurred on yor behalf and are not reflected in this statement. An additional statement covering such disbursements wil be fumishe to you.
The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or doument clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYSATLAW

COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Attn: Ger Tywoniuk, Sr. VP and CFO
Invoice No.
Account No.
Biling Atty.
111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
556559 023353 - 0041

James O'Neal
Date
May 15,2009
Securities Issues
REMITTANCE COPY
4,600.50 4,600.50
Wire Instructions
Union Ban of Californa 18300 Von Kanan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
556559 023353 - 0041

James O'Neal
Date Page
May 15,2009
1
RE: Securities Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2009
04/01/09
Cristy G Parker Communicate with L. Martinez and H. Rahani re SEDAR fiings.

Catherine Parsons Review legend removal requests.
Cristy G Parker Office conference re opinion requests.
Garett Sleichter
0.50
04/02/09
0.20
04/07/09
0.10
04/07/09
Prepare DTC securities position report request (.9); submit same (.2); continue research re registered holders (.4).
04/08/09
1.50
Cristy G Parker Review opinions; offce conference re same.
0.70
04/08/09
Catherine Parsons Draft legend removal opinions.

Cristy G Parker Communicate with transfer agent and broker re opml0ns.
1.70
04/09/09
0.30
04/14/09
Catherine Parsons
0.10
An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) folloing an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Securities Issues

023353-004 i
May is, 2009

Invoice No. 556559
Page No.2
Review legend to legend transfer requests. 04/15/09
Catherine Parsons Communicate with broker regarding legend to legend

transfer and draft legend to legend transfer opinion.
0.60
04/16/09
Catherine Parsons Review legend removal request.

Catherine Parsons Draft legend removal opinion.
Catherne Parsons
0.10
04/17/09
0.40
04/20/09
Review legend removal requests and draft opinions for same.

04/20/09
1.0
Cristy G Parker Review opinions; office conference and communicate with Computershare re same.
Catherine Parsons Review legend removal request and draft opinion for same.
Cristy G Parker Review legend removal opinion request and communicate with transfer agent re s.ame. Cristy G Parker Review securities legend removal opinion (.8); office conference and communicate with G. Tywoniuk, J. Creed and Computershare re alternate arangements for
further legal opinions (.2).
0.70
04/21/09
0.30
04/21/09
0.30
04/22/09
1.00
04/22/09
Cristy G Parker Review registration rights obligations and SEC rules regarding obligations and procedures for withdrawal of pending securities registration statement (1.1); communicate with G. Tywoniuk re same (.3).
Cristy G Parker Communicate with broker and transfer agent and offce
1.40
04/24/09
0.40

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

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Securities Issues 023353-0041
May 15, 2009 Invoice No. 556559 Page No.3
conference regarding legend removal requests.
04/27/09
Libby Wilrich
Entered common, .S, and .T share information into chart.

04/27/09 Cristy G Parker Communicate with transfer agent re securities legending issues.
0.70
0.70
12.80
$4,600.50
Total Current Fees
Prior Balance Due
$4,600.50 0.00 $4,600.50
Total Balance Due
Additional disbursements may have been paid or incured on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
..
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INClUDING PROFESSIONAL CORPORATIONS
(714)641-5100
Invoice No.
Account No.
Biling Atty.
556292 023353 - 0037

James O'N eal
Date
May 12,2009
Acme Well
INVOICE SUMMARY
97.50 97.50
Wire Instructions
Union Bank of California
18300 Van Karman
Irvne, CA 926 I 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above,
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An addi~onal statement covering suc disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
556292 023353 - 0037

James O'Neal
Date
May 12, 2009
Acme Well
REMITTANCE COpy
97.50 97.50
Wire Instructions
Union Bank of California
18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviation (PA), (lC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
556292 023353 - 0037

James O'Neal
Billing Atty. Date Page
May 12, 2009

1
RE: Acme Well

04/27/09
Rushika Kumararatne
Correspondence with client regarding ACME well (.2); email correspondence with ACME Well owners' counsel
(.1 ).
0.30
Total Hours
0.30
$97.50
Total Current Fees
Prior Balance Due Total Balance Due
$97.50 0.00
$97.50
ACCOUNTS RECEIVABLE
o - 30 DAYS $97.50
31- 60 DAYS $0.00
61- 90 DAYS $0.00
91- 180 DAYS $0.00
OVER 180 $0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covenng such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT lJW
611 ANTON BOULEY ARO SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
556291 023353 - 0036

James O'Neal
Date
May 12, 2009
Executory Contracts/Analysis
INVOICE SUMMARY
CURRNT INVOICE SUMMARY: Professional Fees
3,670.00 33.00 3,703.00
Wire Instructions
Union Ban of Californa 18300 Von Karman
Irvine, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or docment clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW

Invoice No.
Account No.
Biling Atty.
556291 023353 - 0036

James O'Neal
Date
May 12, 2009
Executory Contracts/Analysis
REMITTANCE COPY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
3,670.00 33.00 3,703.00
Wire Instructions
Union Bank of
Californa
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbrevialion (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT uiw
Invoice No.
Account No.
556291
023353 - 0036
James O'Neal
Billing Att.
Date Page
May 12, 2009

1
RE: Executory Contracts/Analysis

04/20/09
Rushika Kumararatne
Review contracts (2.7); summarize same (.4).

04/21/09
Rushika Kumararatne Review contracts (1.2); summarize findings (1.5).
3.10
2.70
04/23/09
Jenny Casey Analyze ORRI language to detemiine whether the "trust" created is a revocable one.
1.50
04/23/09
Rushika Kumararatne Review contracts.

Jenny Casey Research regarding whether a revocable trust is subject
to the claims of creditors in Alaska.
1.40
04/24/09
2.00
04/24/09
Rushika Kumararatne
Review contracts (.5); correspondence with L. Wolf

(.4).
0.90
04/27/09
Rushika Kumararatne
Complete analysis and prepare documentation.
0.50
Total Hours
12.10
Additional disburseents may have ben paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be fumished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Executory Contracts/Analysis 023353-0036
ATTORNEYS AT LAW
May 12,200'9 Invoice No. 556291
Page No.2
$3,670.00

Lexis Research\Contract Total Disbursements
33.00
$33.00
Total Current Fees and Costs
Prior Balance Due
$3,703.00 0.00 $3,703.00
Total Balance Due
ACCOUNTS RECEIVABLE
0-30DAYS
$3,703.00
31- 60 DAYS $0.00
61- 90 DAYS $0.00
91- 180 DAYS $0.00
OVER 180.
$0.00
An additional statement covering such disbursements will be furished to you.

The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document cleric
EXHIBIT B
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11~I1 ~111I11 ~1I111 *AP1059161*

Any Inquiries Call: (949) 252-9449
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Invoice #: 893820
Invoice Date: 27-JAN-09
Merril Order #: 010-09-1034-0
Location:
FDS-LA ORANGE COUNTY
Rutan & Tucker, LLP

611 Anton Blvd.
14th Floor
Costa Mesa, CA 92626

Att: Garett Sleichter
Client MaUer #:
Date Received:
Associate
Salesperson: P. Johnson
Terms: Due upon receipt sold FOB Merril facility

QTY
DESCRIPTION
DA TASITE PROJECT PACIFIC ENERGY RESOURCES L TD Launched January 9, 2009 Invoice for servces January 8, 2009 through January 9,2009
UNIT PRICE
TOTAL
173
14238
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$1.00
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CM-9638 ST. PAUL, MN 55170-9638
PLEASE PAY FROM THIS INVOICE (1.5% SERVICE CHAGE PER MONTH ADDEO TO PAST OUE ACCOUNTS)
1 01 2
MERRLL
COMMUNICATIONS LLC
Location:
FDS-LA ORANGE COUNTY
.
Invoice #: 893820
Invoice Date: 27-JAN-09
Merril Order #: 010-09-1034-0
Rutan & Tucker, LLP 6 i i Anton Blvd. 14th Floor
Cosla Mesa, CA 92626 AUn: Garett Sleichler

Associate
Client Matter #:
Date Received:
Terms: Due upon receipt, sold FOB Merrll facilty
QTY
DESCRIPTION
UNIT PRICE
TOTAL
Subtotal: Messenger and Freight: Postage and Handling: Tax:

lotal Invoice:
$3,384.90 $.00
$.00 $.00
$3,384.90
t"i~ 'i ff.RL:
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REMIT
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MERRI LL COMMUNICA TrONS LLC CM-9638 ST. PAUL, MN 5SI7D-9638
PLESE PAY FROM THIS INVOICE (1.5% SERVICE CHARGE PER MONTH ADED TO PAST DUE ACCOUNTS)
Page
2 01 2
,"
MERRILL COMMUNICATIONS LLC

Location:
Rutan & Tucker, LLP 611 Anton Blvd. 14th Floor
Any Inquiries CaU: (949) 252-9449
.
Invoice #: 920843
Invoice Diite: 31-MAR-09
Merril Order #: 010-09-1034-0

Attn: Garett Sleichter
Client Matter #:
Date Received:
Associate
Terms: Due upon receipt, sold FOB Merrll facility

QTY
DESCRIPTION
UNIT PRICE
TOTAL
DATASITE PROJECT PACIFIC ENERGY RESOURCES LTD

Launched January 9,2009
Invoice for services March 10,2009 tbrough March 31, 2009

557
page loaded to Data Room, including electronic document capture and conversion to TIFF images with OCR and full search capability; create searchable index; upload documents; administer viewing and printing rights for unlimited users; Q&A Administrtion function; hosting services for dumtion up to 6 months; creation of one set of DVDs or CDs at the end of the project
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$1.00
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PLESE PAY FROM THIS INVOICE (1.5% SERVICE CHARGE PER MONTH ADOEO TO PAST DUE ACCOUNTS)
Pao.
1 of Z
"
MERRLL
COMMUNICATIONS LLC
Location:
DATASITE-IRVINE_2603 MAIN
.
Invoice #: 920843
Invoice Date: 31-MAR-09
Merril Order #: 010-09-1034-
Rutan & Tucker, LLP 61 i Anton Blvd.

14th Floor

Attn: GarcH SIeichtcr
Client Matter #:
Date Received:
Salesperson: p, Johnson
Associate
Tenns: Due upon receipt, sold FOB Menill facilty

QTY
DESCRIPTION
UNIT PRICE
TOTAL
Subtotal: Messenger and Freight: Postage and Handling: Tax: Totallnvoce:
$1,201.25 $.00
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Please reference Merril invoice number on your payment.
REMlTTO,
MERRILL COMMUNICATIONS LLC CM.9638 ST. PAUL, MN 55170-9638
Pag
PlESE PAY FROM THIS INVOICE (1.'1. SERVICE CHARGE PER MONTH ADOED TO PAST DUE ACCOUNTS)
2 of 2
.~
MERRLL
COMMUNICATIONS LLC
Location:
DATAS1TE-IRVINE_2l
iiiiiiiinu ~IIII *AP1059186*
cD
Invoice #; 912134
Invoice Date; 25-MAR-Q9
Date Received:
..iiy inquiries Call: (949) 252-9449
Rutan & Tucker, LLP 611 AnIon Blvd. 14th Floor
Merril Order #; 010-09-1034-0

Client Matter #:
Associate
Terms: Due upon receipt, sold FOB Merrll facilty

QTY
DESCRIPTION
UNIT PRICE
TOTAL
DATASITE PROJECT PACIFIC ENERGY RESOURCES LTD

Launched January 9, 2009
Invoice for services February 10, 2009 through March 9,2009

6804
page loaded to Data Room, including electronic document capture and conversion to TIFF images with OCR and full search capabilty; create searchable index; upload documents; administer viewing and printing rights for unlimited users; Q&A Administration function; hosting services for duration up to 6 months; creation of one set of the project DVDs or CDs at the end of pages of DataSile hosting services (pages copied from Pacific Energy Resouces)
$1.00
$6,804.00
12885
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TO: MERRILL COMMUNICATIONS LLC

CM-9638 ST. PAUL, MN 55170-9638
Pogo
PLESE PAY FROM THIS INVOice

(1.5% SERVICE CHARGE PER MONTH ADDED TO PAST DUE ACCOUNTS)
1 01 2
;
MERRLL
COMMUNICATIONS LLC
Location:
DATASITE-IRVINE_2603 MAIN
.
Invoice II: 912134 Invoice Date: 25-MAR-09
Merril Order II: 010-09-1034-0
Rutan & Tucker, LLP 61 I AnIon Blvd. 14th Floor

Client Matter #:
Date Received:
Associate
Tenns: Due upon receipt, sold FOB Merrll facility
QTY
DESCRIPTION
UNIT PRICE
TOTAL
Subtotal: Messenger and Freight: Postage and Handling: Tax:

Total Invoice:
$7,448.25 $.00
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Pleae mail payment to:
Merrll Communications LLC CM-9638 St Paul, MN 55 170-9638

Or wire payment to:
US Bank
ABA Routing #09 i 000 022

For credit to Menill Acct # i 702-2502-63 I 0
Please reference Merrll invoice number on your payment
REMIT TO:
MERRILLCOMMUNCATlONS LLC
CM-9638 ST. PAUL, MN 55170-9638
PLEAE PAY FROM THIS INVOICE (1.5% SERVICE CHGE PER MONTH AODED TO PAST DUE ACCOUNTS)
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10000015328

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

PACIFIC ENERGY RESOURCES LTD., et al.,i

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

Objections Deadline: July 14,

2009 at 4:00 p.m.

"Bankuptcy Code"), Rule 2016 of the Federal Rules of Banptcy Procedure

By this Application Rutan seeks a monthly interim allowance of compensation in

"Interim Period"). In support of this Application, Ruta respectfully represents as

1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary

Unsecured Creditors ("Committee") was appointed on or about March 19,

and 1334. Ths is a core proceeding pursuant to 28 U.S.C. 157(b)(2).

3. On or about April 8, 2009, the Cour entered the Administative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for

interim compensation and reimbursement for expenses, pursuant to the procedures

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

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

on behalf of the Debtors.

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

the Petition Date, Rutan was

owed approximately $17,583.26.2 After final reconcilation of the amounts expended

the Bankruptcy Code,

computerized biling program by an administrative assistat or (b) entered directly into

Rutan's computerized biling program by the attorney or paralegal performing the

under the Banruptcy Code.

2123/023353-0031 1023480.01 a07/06/09

12. With respect to providers of on-line legal research services ~ LEXIS

Summary of Services Rendered

Interim Period, are set fort in the attched Exhbit A.

Rutan, by and though such persons, as special corporate and litigation

Summary of Services by Project

the actual services provided set fort on the

hours for each individual and

the total compensation sought for each category.

Fees: $7,715.00; Hour: 15.1

the Debtors' board minutes; (2) reviewed and analyzed

D. Alaska Asset Sale

E. Beta Asset Sale

2123/023353-003 i 1023480.01 a07/06/09

agreement for the potential Beta transaction.

regarding well-related issues.

H. General Corporate Issues

analyzed documents; (2) analyzed governental permit issues; (3) analyzed

advised the Debtors regarding corporate law issues.

regarding legend removal issues.

L. Executory Contracts! Analysis

analyzed documents; (2) communicated and corresponded regarding contract analysis

Attorneys and paraprofessionals of Rutan expended 298.2 hours II

connection with their representation of

the Debtors during the Interim Period, as follows:

Name of Professional In dividmd

Prior Relevant Experience, Year of Obtaining License to Practice, Are of

Hourly, Biling Rate (including

CA Bar since 1982Chair of Rutan's Financial

Practice Groun Parner 1998; Member of

CA Bar since 1981; Member of Corporate

Parer 1998; Member of

CA Bar since 1995; Member of Corporate

Associate 2002; Member

Associate 2006 ; Member

of CA Bar since 2006; Member of Corporate

Associate 2007; Member ofCA Bar since 2005; Member of Corporate