10000015520

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WAR
In re Chapter 11
PACIFIC ENERGY RESOURCES LTD., et a/.,I Case No. 09-10785(KJC) (Jointly Administered)
Debtors.
Objections Deadline: September

8, 2009 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed
FIFTH 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 JULY 1.2009 THROUGH JULY 31. 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

July 1, 2009 through July 31, 20092
$327,090.00
$ 486.93
Period for which Compensation and

Reimbursement is Sought:
Amount of Compensation Sought as

Actual, Reasonable and Necessar:
Amount of Expense Reimbursement Sought as Actual, Reasonable and
Necessar:
Ths is a:
~ montWy
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 11 1 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802. 2 This application may include time expended before the time period indicated that has
not been included in any prior application. The applicant reserves the right to include any time expended in the tie period indicated above in future application(s) if it is not
2123/023353-0031 1031433.01 a08/14/09
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

Requested Approved
r
March 9, 2009, to $102,732.50
Approved
$1,389.62
$10,542.35
x
$1,389.62 $82,186.00
$10,542.35 $96,224.80
March 31, 2009
6/24/09
8/7/09
April 1, 2009 to $124,537.50
April 30, 2009

May 1, 2009 to $120,999.50
$372.81
Pending Pending
Pending Pending
May 31,2009
8/11/09
June 1, 2009 to $148,667.50
$196.50
June 30, 2009
RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to
Hourly,
Biling
Name of Professional
'v'
Gregg Amber
i f
Rate (including
$550.00
Total Hours
213.6
Total
$117,480.00
Parer since 1998;
Member of CA Bar since 1981; Member of Co orate L

James O'Neal
Parer since 1997;
$550.00
1.5
$1,375.00
Member of the Bar since 1969; Member of Co orate Law Grou
Cristy G. Parker
Parer since 2005;
$450.00
191.5
$86,175.00
Member of CA Bar since 1995; Member of
Co orate Law rou

John Bradley
Parer since 2007;
$450.00
28.4
$12,780.00
Member of CA State Bar since 1999; Member of
Co rate Law Grou
Mattew Grmshaw
Associate since 2002;
$380.00
12.4
$4,712.00
Member of CA Bar 2000;

Member of Financial
Practice Group
included herein.
2123/023353-0031
1031433.01 a08/14/09
-2-
Edson McClellan
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Obtaining License to . (including .
x
Total Hours .
7.8
Total
$2,925.00
Parer since 2008;
$375.00
Garett Sieichter
Rushika Kumararatne
Shigenobu Itoh
Catherine Parsons
Laurie Biegel
Member of CA State Bar since 1998; Member of Labor & Employment Grou Associate since 2004; Member of CA Bar since 2004; Member of Co orate Law Or u Associate since 2006; Member of CA Bar since 2006; Member of 0 orate Law rou Associate since 2007; Member of CA Bar since 2005; Member of Co orate r Associate since 2007; Member of CA Bar since
2 07
$375.00
203.3
$76,237.50
$325.00
67.0
$21,775.00
$325.00
6.5
$2,112.50
$250.00
$215.00
1.6
$400.00
Paralegal since 2002;
5.2
$1,118.00
Member of Corporate Law Grou
Grand Total:
Total Hours: Blended Rate:
$327,090.00 739.8 $ 442.13
COMPENSATION BY CATEGORY
2123/023353-003\
1031433.01 a08/14i09
-3-
EXPENSE SUMMARY
. r3
See Exhibit B
Dated: August 1J., 2009
RUTAN & TUCKER, LLP
~NO.l04774)
611 Anton Boulevard, Foureenth Floor
Costa Mesa, Californa 92626-1931

Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: ppareS(fruta.com
Attorneys for Debtor
3 Rutan may use one or more service providers. The service providers identified herein
below are the primary service providers for the categories described.
2123/023353-003 i
1 03 14~3.0i 308/14/09
-4-
FOR THE DISTRICT OF DELAWAR

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

Debtors.
Case No. 09-10785(KJC) (Jointly Administered)
Objections Deadline: September

8, 2009 at 4:00 p.m.
Hearng Date: Only If Objections Are Timely Filed
FIFTH 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 JULYI. 2009 THROUGH JULY 31, 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankptcy Code"), Rule 2016 of the Federal Rules of Banptcy Procedure
(collectively, the "Banuptcy Rules"), and the Cour's "Administrative Order Under 11
V.S.C. 105(A) and 331 Estblishing Procedures for Interim Compensation and
Expense Reimbursement of Professionals and Committee Members," entered on or about
April 8, 2009 (the "Administrative Order"), Ruta & Tucker LLP ("Rutan" or the
"Firm"), special counel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Fifth Monthy Application for Compensation and for Reimbursement of
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 J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2J23/023353-0031 1031338.01808/14/09
Expenses for the Period from June 1,2009 through June 30, 2009 (the "Application").
By this Application Ruta seeks a monthy interim allowance of compensation in
the amount of $327,090.00 and actul and necessar expenses in the amount of $486.93
for a total allowance of $327,576.93, and payment of $261,672.00 (80% of the allowed
fees) and reimbursement of $486.93 (100% of the allowed expenses) for a total payment
of $262, 581.93 for the period July 1, 2009 though July 31, 2009 (the "Interim Period").
In support of
this Application, Rutan respectflly represents as follows:
Backeround
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 pursuant to sections 1107(a) and 1 108 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 jursdiction over ths matter pursuant to 28 U.S.C.
157 and 1334. This is a core proceeding pursuant to 28 V.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 thngs, that a
Professional may submit monthly fee applications. If no objections are made withn
twenty (20) days after servce of the monthly fee application the Debtors are
2123/023353-0031
1031338.01 a08/14/09
-2-
authorized to pay the Professional eighty percent (80%) of the requested fees and one
hundred percent (100%) of
the requested expenses. Beginnng with the period ending
May 31, 2009, at three-month intervals, each Professional shall file and serve an
interim application for allowance of the amounts sought in its monthly fee applications
for that period. All fees and expenses paid are on an interim basis until final
allowance by the Court.
4. The retention of
Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by ths Court's "Order
Granting Debtors' Application Pursuant to Sections 105(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
i, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be

compensated on an hourly basis and to be reimbursed for actual and necessar out-ofpocket expenses.
RUT AN'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 understanding between Ruta and any other person other than the
parers of Ruta for the sharng of compensation to be received for services rendered
2123/023353-0031
1031338.01 a08/14/09
-3-
in ths case.
7. Pnor 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 incured by
Ruta on the Debtors' behalf. Ruta received payments from the Debtors durng the
year pnor to the Petition Date in the amount of$2,437,169.I6. After the Petition Date,
Ruta obtained the Court's permission to draw on its pre-petition retainer to pay
$12,200.00 of the amounts owing to it as of the Petition Date. The balance of the
prepetition retainer was credited to the Debtors and is being utilzed as Ruta's
retaner against post-petition fees and expenses pursuant to the compensation
procedures approved by this Cour and the Banptcy Code.

8. This is Rutan's fift monthly fee application. In its first monthly fee
application (for the period of March 9, 2009, to March 31, 2009), Ruta sought
approval of $102,732.50 in fees and $1,389.62 in expenses. Under the Administrative
Order, Rutan received approval of
$82,186.00 in fees and $1,389.62 in expenses with
respect to its first monthly fee application. In its second monthly fee application (for
the period of April 1,2009, to April 30, 2009), Rutan sought approval of
$124,537.50
in fees and $10,542.35 in expenses. Under the Administrtive Order, Ruta received
approval of
$99,224.802 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its third fee application (for the period May 1,2009, to May 31,
2009), Ruta sought approval of $120,999.50 in fees and $372.81 in expenses. The
third application remains pending. Under its fourh fee application (for the period
2 Under the Administrative Order, Rutan should have received approval of
$99,630.00. Due to a typographical error in the relevant Certificate of No Objection, Rutan only received approval of$99,224.80.
2123/023353-0031 1031338.01808/14/09
-4-
from June 1, 2009, to June 30, 2009), Ruta sought approval of $148,864.00, in fees
and $196.50 in expenses. The fourt fee application remains pending.

9. Ruta's biling statements for the Interim Period are attached hereto as
Exhibit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional during the Interim Period. To the best of Rutan's
knowledge, ths Application complies with sections 330 and 331 of the Banptcy
Code, the Federal Rules of Banptcy Procedure, this Cour's Local Rules, and the
Administrative Order. 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 organzed on a daily basis. Ruta is
sensitive to issues of "lumping" and, uness time was spent in one time frame on a
varety of different matters for a paricular client, separte time entres are set fort 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 Banptcy Code.

Actual and Necessary Expenses
10. A sumar of actual and necessar expenses incured by Rutan for the
Interim Period is attached hereto as par of Exhibit A. For example, Rutan charges
$0.10 per page for photocopying expenses related to cases, such as this one, arsing in
Delaware. Ruta's photocopying machines automatically record the number of copies

made when the person that is doing the copying enters the client's account number
2123/023353-003 I
1031338.01 a08114/09
-5-
into a device attched to the photocopier. Rutan sumanzes each client's

photocopying charges on a daily basis.
11. Ruta charges $1.00 for the first page and $0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long
distance telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Ruta'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. Ruta 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. Ruta 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 costs and provides receipts
for such expenses on demand. Receipts for certain of the expenses biled to the
Debtors are attached as Exhbit B.
14. Ruta believes the foregoing rates are the market rates that the majority
of law firms charge clients for such services. In addition, Rutan believes that such
charges are in accordance with the American Bar Association's ("ABA") guidelines,
as set forth in the ABA's Statement of Principles, dated Januar 12, 1995, regarding
biling for disbursements and other charges.
2 i 23/023353-003 J
1031338.01308/14/09
-6-
Summary of Services Rendered
15. The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and
case management assistants of Ruta who provided services to these attorneys during
the Interim Period, are set forth in the attached Exhbit A.
16. Ruta, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to varous corporate
and litigation matters in connection with the Debtors' banptcy cases, and
performed all necessary 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' banptcy cases.

Summary of Services by Project
17. The services rendered by Ruta durng the Interim Period can be
grouped into the categories set forth below. Ruta attempted to place the services
provided in the category that best relates to such services. However, because cert
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 attched Exhbit A, which identifies the attorneys and
paraprofessionals who rendered servces relating to each category, along with the
number of hours for each individual and the total compensation sought for each
category.
A. General Case Administration
18.
Durng the Interim Period, the Firm, among other things: (1) reviewed
2123/023353-003 i 1031338.01 808114/09
-7-
and analyzed documents; (2) analyzed issues relating potential claims and creditor
assertions and helped respond to the same; (3) responded to certain creditor inquiries;
(4) paricipated in case strategy sessions; (5) analyzed issues relating to certin
adversary proceedings and helped respond to the sae; and (5) communicated with
and advised the Debtors.
Fees: $10,527.50; Hours: 21.1
8. Fee Application
19. During the Interim Period, the Firm, among other things: (1) prepared
its May fee application and supporting documentation; (2) prepared its first quarerly
fee application and supporting documentation; (3) analyzed issues raised by the United
States Trustee relating to its March fee application and amended its March fee
application to respond to the same; (4) amended its April fee application; and (5)
corresponded with the Pachulski firm and United States Trustee regarding fee
application issues.
Fees: $4,877.00; Hours: 12.7
C. Corporate Governance
20. During the Interim Period, the Firm, among other things: (1) attended a
meeting of the Debtors' board of directors; (2) assisted the Debtors in the preparation
of
the Debtors' board minutes; (3) reviewed and analyzed documents; (4) updated and
helped maintain the Debtors' corporate books and records; and (5) corresponded with
the Debtors.
Fees: $3,316.50; Hours: 9.9

D. Alaska Asset Sale
21.
Durg the Interim Period, the Firm, among other things: (1) performed
2123/023353-0031 1031338.01808/14/09
-8-
work in connection with a potential sale of certain of the Debtors' assets located in
Alaska; (2) drafted and revised purchase and sale agreements and related documents;
(3) maintained an online data-room to allow potential purchasers to do due diligence in
connection with potential sales of assets; (4) communicated with potential purchasers;
(5) communicated with the purchase and sale working group in connection with the
sale; (6) analyzed issues relating to and faciltated due dilgence with respect to the
potential sale of certain of Debtor's Alaska assets; and (7) communcated with and
advised the Debtors with respect to the potential sale of certin of its Alaska assets.
Fees: $217,317.50; Hours: 474.2
F. Beta Asset Sale
22. During the Interim Period, the Finn, among other thngs: (1)
maintained an online data-room to allow potential purchasers to do due dilgence in connection with potential sales of assets; (2) reviewed and analyzed documents for
posting in the data-room; (3) communcated and corresponded with working group and
others regarding potential sales of assets; (4) drafted and revised a purchase and sale
agreement for the potential Beta transaction; (5) analyzed issues relating to potential
sale of assets; (6) communicated with and advised the Debtors with respect to the
potential sale of certn assets.

Fees: $76,952.50; Hours: 189.3
F. Financinl!
23. During the Interim Period, the Finn, among other things: (1) analyzed
issues relating to an amendment to the tenns of the debtor-in-possession financing
transaction; (2) negotiated and drafted an amendment to the debtor-in-possession
credit facility; (3) analyzed issues relating to potential transactions; (4) drafted and
2123/023353-003 i
1031338.01808/14/09
-9-
revised term sheets relating to potential transactions; (5) analyzed issues relating to
potential transactions; and (6) communicated with and advised the Debtors regarding
various proposed transactions.
Fees: $9.015.00; Hours: 17.9
G. General Corporate Issues

24. During the Interim Period, the Firm, among other thngs: (1) reviewed
and analyzed documents; (2) analyzed warrant and stock issues; (3) drafted and
revised documents; and (4) communicated with and advised the Debtors.
Fees: $1,616.50; Hours: 4.9
H. Confidentiality Al!reements
25. Durng the Interim Period, the Firm, among other things: (1)
corresponded and communicated with the Debtors regarding confidentiality issues; (2)
reviewed and analyzed documents relating to confidentiality issues; (3) corresponded
and communicated with potential purchasers and others regarding confdentiality

issues.
Fees: $2,277.50; Hours: 6.8
i. General Contract Review And Preparation

26. During the Interim Period, the Firm, among other thngs: (1) reviewed
and analyzed documents; and (2) communicated with and advised the Debtors regarding certain contracts.
Fees: $915.00; Hours: 2.3
J. Securities Issues
27. During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; and (2) communicated with broker and stockholder
2123/023353-003 i
1031338.01808/14/09
-10-
regarding shares.
Fees: $275.00; Hours: 0.7
Valuation of Services
28. Attorneys and paraprofessionals of Ruta expended 739.8 hours in
connection with their representation of the Debtors durng the Interim Period, as
follows:
RUTAN PROFESSIONALS
Position of the Applicant, Number of
Years in that Position,
I -. . - .
Prior Relevant Experience, Year of Obtaining License to Practice, Are of

Parner since 1998;
Hourly,
Billng Rate
(including
(-' $550.00
Total Hours Hiled

213.6
Total
Gregg Amber
$117,480.00
Member of CA Bar since 1981; Member of C;ornorate Law Groun

James O'Neal
Parer since 1997;
$550.00
2.5
$1,375.00
Cristy G. Parker
Comorate Law Groun Partner since 2005;
$450.00
191.5
$86,175.00

John Bradley
Cornorate Law Groun Parner since 2007;
$450.00
28.4
$12,780.00
Matthew Grimshaw
Cornorate Law Groun Associate since 2002;
$380.00
12.4
$4,712.00

Financial PTac.tirp. Groiin
Edson McClellan
Parer since 2008;
$375.00
7.8
$2,925.00
Member of CA Bar since Labor & 1998; Member of

Emnlovment Groun
Garett Sleichter
Associate since 2004;
$375.00
203.3
$76,237.50
Member of CA Bar 2004; Member of Corporate

Law Group
2 i 23/023353.0031 103133801 808/14/09
-11-
Position of the Applicant, Number of Years in that Position,
. u.. .
Prior Relevant Experience, Year of Obtaining License to Practice,. of .. Are

Associate since 2006; Member of CA Bar since 2006; Member of
Comorate Law Oroun Associate since 2007 ;
Hourly,
Biling Rate
(including
r"
Total Hours
Rile"
Total
Rushika Kumararatne
Shigenobu Itoh
$325.00
67.0
$21,775.00
$325.00
6.5
$2,112.50

Comorate Law OrOUD
Catherine Parsons
Associate since 2007; Member of CA Bar since 2007; Member of

Cornorate Law GrOUD
$325.00
1.6
$400.00
Laurie Biegel
Paralegal since 2002;
$215.00
5.2
$1,118.00
Member of Corporate Law (1roun
Grand Total:
$ 327,090.00
Total Hours: Blended Rate:
739.8 $ 442.13
29. The nature of the work performed 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 $327,090.00.
30. Under 330 of the Banptcy Code, Ruta respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of
these
the services rendered, (d) the
cases, (b) the time expended, (c) the nature and extent of
value of such services, and (e) the costs of comparable services other than in a case
under the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the
Administrative Order and believes that ths Application complies with requirements of
that Rule and Order.
2123/023353-0031
103133801808/14/09
-12-
WHEREFORE, Ruta respectfully requests that, for the period from July 1,2009,
to July 31, 2009, it be awarded on an interim basis $327,576.93, consisting of fees in the
amount of $327,090.00 and expenses in the amount of $486.93, and that it be authorized
to receive a payment from the Debtor of $262.158.93, consisting of 80% of the allowed
fees ($261.672.00) and 100% of the allowed expenses ($486.93). Ruta also requests
such other and furher relief as the Cour deems just and proper.
Dated: August~, 2009
RUTAN & TUCKER, LLP
PENELOPE P RMES (CA Bar No.1 04774) 611 Anton Boulevard, Foureenth Floor
Cost Mesa, California 92626-1931
Email: ppares(Z.rutan.com
Attorneys for Debtor
2123/023353-003 i
1031338.01808/14109
-13-
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
have been admitted to practice law before all of the court of the State 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 Fifth Monthly Application for
Compensation and for Reimbursement of
Expenses of
Rutan & Tucker. LLP Special Counsel to
the Debtors and Debtors in Possession for the Period from July I, 2009, through July 31,2009
(the "Application"). To the best of my knowledge, information, and belief, the facts set forth
therein are true and correct.
d) I have reviewed DeL. 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: August~, 2009
2123!023353-0031 1031437.01208110/09
CALIFORNIA ALL-PUllPOSE ACKNOWLEDGMENT

STA TE OF CALIFORNIA)
--OPTIONAL SECTION--
CAPACITY CLAIMED BY SIGNEll

COUNTY OF ORANGE)
Though statuh; dues not require th, Nelia!!' tel till in the u:tta
below. duing su ma) pro\' imaluahk 10 pnson, rdying. on the

dui;umcni
On tliis~f August, 2009, before ~, IB

75~11 . . Cbev.1
INl)IVIDUAL
CORPORATE OFFICER(S)
.l , Notary Public
(h,rc insert name ui tille olihc officer) 0
personally appeared Penelope Pannes and proved to me on the

basis of satisfactory evidence to be the person(- whose nameEs
is/are subscrihed to the within instrument, and acknowledged to

me that../she/~y executed the same in-f/her/the authorized
capacity(~, and that by his/her/their signaturc(sfon the instrument the persoBt), or the entity(ies upon behalf of which 0
the pcrsonL.acted, executed the instrument.
TITLE(S) PARTNER(S)
o LIMITED
the
o GENERAL
ATTORNEY-IN-FACT
I certify under PENALTY OF PERJURY under the laws of
State of Cali fornia that the foregoing paragraph is true and 0

corn:ct.
o TRUSTEF(S)
:2/ ITNES.'..S /SIGN:\TlJRE OF NOTARY 1)' han d and offcial seal;
_/'d_~--_
,..-T.--.. '-~M.Y'--l
j CCH t1 '792 NoOf I' . Cl~
i
--
o o
GUARDIAN/CONSER V ATOR
OTHER:
SIGNER IS REPRESENTING:
N/\f\lF OF PFRsnNlS OR FNTITYlLS)
lseall
1 .' -Oron Cou .. - j - -~~~~~

OPTIONAL SECTION
THIS CERTlFlCA rE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
Th(lii~h the data n;quested here IS not required oy law, it could prc'ent fraudulent reatta~hl1ient ofihis form.
TITLE OR TYPE OF DOCUMENT:

Fifth Monthly Applii;ation for Compensation and Reiinbursc;ment of Expenses
NUMBER OF PAGES:
DATE OF DOCUMENT:
OTI-U::R SIGNER(S) THAN NAMED ABOVE

FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
Case No. 09-10785(KJC)
PACIFIC ENERGY RESOURCES LTD., et a/.,I

Debtors.
(Jointly Administered)
Objections Deadline: September 8, 2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed
NOTICE OF FILING OF FIFTH MONTHLY FEE APPLICATION
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Offcial Committee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Ruta & Tucker, LLP ("Ruta"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
fied its Fifh Monthly Application for Compensation and Reimbursement of Expenses of
Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, jor
the Periodfrom July 1, 2009 through July 31, 2009, seeking compensation for services in
the amount of$327,090.00 and reimbursement of
costs incured in the amount of$486.93
(the "Application").
PLEASE TAK FURTHER NOTICE that objections, ifany, to the Application

must be made in accordance with the Administrative Order Under 11 V.S.C. 105(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 J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean
2123/023353-0031 1031311.01808/14/09
and 331 Establishing Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be filed with the Clerk of the United States
Banptcy Cour for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on September 8, 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 September 3,2009 at 4:00 p.m. prevailing Eastern
time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite
1240, Long Beach, CA 90802, Att: Gerr Tywoniuk, Senior VP & CFO and (2) Zolfo
Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Att: Scott W. Winn,
Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski Stag Ziehl & Jones
LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura
Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lones(J,pszlaw.com; (2) Pachulski Stag
Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharashVnsziIaw.com;
and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Att:
Penelope Pares, Esq.; Fax 714-546-9035, emai1: pparmesrrutan.com; (c) the Offce of
the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite
2207, Lock Box 35, Wilmngton, Delaware 19801, Att: Joseph McMahon, Esq. and (d)
counsel for the Offcial Committee of Unsecured Creditors (the "Committee"), (1)
Steptoe & Johnson LLP, 2121 Avenue of
the Stas, 28th Floor, Los Angeles, CA 90067;
Boulevard, Suite 1240, Long Beach, CA 90802.
2 i 23/023353-u03 1
1031311.01808/14/09
-2-
Att: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpper()steptoe.com and (2)
Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE
19801; Att: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icarmanpeppcrlaw.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 will be
held at the convenience of the Banuptcy Cour. Only those objections made in writing
and timely fied, served and received in accordance with the Administrative Order and
the procedures described herein wil be considered by the Bankruptcy Court at such
hearing.
PLEASE TAK FURTHER NOTICE that, pursuant to the Administrative

Order, if no objection to the Application is timely fied, served and received by the
Objection Deadline, the Applicant may be paid an 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 fuer order of the Banptcy Court.

Dated: August --, 2009
RUTAN & TUCKER, LLP
PENELOPE P ES (CA No.
104774) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931
Email: pparmes~rutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031
10313 101 a08/14/09
-3-
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950 (714) 641-5100
Pacific Energy Resources Ltd.

Att: Gerry Tywoniuk, Sr. VP and CFO
Invoice No. Account No.

Biling Atty.
562479 023353 - 0029

James O'Neal
ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
August 6, 2009
General Case Administration
INVOICE SUMMARY
CURRENT INVOICE SUMMARY' Professional Fees
10,527.50 10,527.50
Fees and Costs Due This Invoice
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK
Account ~urber: 0630133009
Account ~ame: 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 (PAl. (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, CALIFORNIA 92628-195 (714) 641-5100

Att: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Biling Atty.
562479 023353 - 0029

James O'Neal
Long Beach, CA 90802
Date
August 6,2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITIANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
i 0,527.50
10,527.50
Wire Instructions
Union Bank of Californa 18300 Von Karan
Irine, CA 92612
ABA #: i 22000496 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 refiected in this statement.

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
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEVARD SUITE 140 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 Att.
562479 023353 - 0029

James O'Neal
Date Page
August 6, 2009
1
RE: General Case Administration
FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31,2009

07/02/09
Gregg Amber
Weekly all hands update calL.
2.30
07/02/09
Gregg Amber Conference with P. Parmes re possible actions by creditors committee or shareholders and impact on
financing and reorganzation.
0.20
07/06109
Gregg Amber Review Aera complaint re production payments and sinking fund and respond to M. Litvak re same. Gregg Amber Telephone conference with D. Baron regarding Section 1145 and related issues (0.7); review 1145 case law cited by D. Baron (0.3); review DIP Credit Agreement terms and telephone conference with D. Katie re effect of
varous provisions (1.2).
0.60
07/07/09
2.20
07/08/09
Gregg Amber Extensive correspondence with working group regarding WARN Act applicability and regarding
counterclaims/offsets relative to Union adversar
0.60
proceeding.
07/09/09
Gregg Amber
2.40
Additional disbursements may have been paid or Incurred on your behalf and are not refleced in this statement. An additonal statemet 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

August 6, 2009 Invoice No. 562479
023353-0029
Page No.2
Review draft answer to Noble complaint and correspondence with Pachulski and Schully lawyers re same (0.5); review three forbearance agreements and
telephone conferences with D. Katie re effect of provisions (0.8); weekly varous
all hands update call (1.1).

2.10
07/09/09
Cristy G Parker Analysis and communication with Rosecrans counsel and working group re claim relating to former PERL assets.
Garett Sleichter
07/09/09
2.40
Research and analysis in response to Rosecrans Energy claim re sale of assets to Oxy.
07/1 0/09
Gregg Amber Review executory contract and cure amount data and proposed filings and correspondence with S. MacFarland and L. Wolfre same (0.6); review Union motion to compel disclosure of Alaska bid information (0.3); conference with C. Parker re Rosecrans Energy claims (0.2); telephone conferences and correspondence with D.
Katic and P. Pares re forbearance agreement, DIP
2.40
agreement and DIP order (1.3).
07/10/09
Cristy G Parker Offce conference and communcate with banptcy counsel and J. Kurtz re Rosecrans claim.
Gregg Amber Additional telephone conferences and correspondence with D. Katic regarding DIP order questions and due diligence. Gregg Amber Working group weekly update call (0.5); review and
comment on multiple drafts of response to varous
0.50
07/12/09
0.60
07/23/09
1.50
objections to sale and telephone conference with M. Litvak re same (1.0).

07/27/09
Cristy G Parker Telephone conference with 1. Kharasch and
0.60
An additional statemnt covering such disbursements wil be fumishe to you.

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

ATTORNEYS AT LAW

023353-0029
Page No.3
communicate with J. Kuritz re Rosecrans claim.
07/28/09
Cristy G Parker Assemble bank account, income statement and other information requested by unsecured creditor Rosecrans Energy re Universal Trust Lease (1. i); communicate with Rosecrans counsel re same (0.4).
Garett Sleichter
1.50
07/28/09
0.90
Research and provide R. Saunders information in

response to Area Energy's objection to the sale of
Beta
assets.
07/31/09
Cristy G Parker Communicate with J. Kurtz and Rosecrans counsel re abandonment account proceeds from Universal Trust Lease.
0.30
Total Hours
Total Professional Services
21.10
$10,527.50
Total Current Fees Prior Balance Due
$10,527.50 27,687.00
$38,214.50
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $18,627.00
31- 60 DAYS $0.00
61- 90 DAYS $19,587.50
91-180 DAYS $0.00
OVER 180 $0.00
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement. An additional statement covenng suc disbursements wil be fumished 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 BOULEY ARD 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

Biling Att.
562431 023353 - 0031

James O'Neal
Date
August 5, 2009
Fee Application
INVOICE SUMMARY
CURRNT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
$
4,877.00
4,877 .00
Wire Instructions
Union Ban of Californa 18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account ~umber: 0630133009
Account ~ame: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

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 CORPRATIONS
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 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
562431 023353 - 0031

James O'Neal
Date
August 5, 2009
Fee Application
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMY:

Professional Fees Fees and Costs Due This Invoice
$
4,877 .00 4,877 .00
Wire Instructions
Irine, 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 be paid or incurred on your behalf and are not refleced in this statement.
An additinal statemnt 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

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPRATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Billng Atty.
562431
023353 - 0031
James O'Neal
Date Page
August 5, 2009
1
RE: Fee Application

07/01/09
Matthew Grimshaw Draft and revise amended fee application for April 2009 (.9); draft and revise May 2009 fee application (.9).
Matthew Grimshaw Review and analyze email from UST to P. PanTes re Rutan's March fee application (.3); email re same (.1); respond to UST's email (.1); begin drafting amended March fee application to address UST issues (.5).
Matthew Grmshaw Work on amended March fee application (1); work on amended April fee application (.7).
1.80
07/02/09
1.00
07/03/09
1.70
07106/09
Matthew Grimshaw Email from Ms. Anemone ofthe UST's offce re Rutan's March amended fee application (.1); finalize amended the same to March fee application (.4); email a copy of the UST's offce for comment (.1); email a copy of the same to S. MacFarland for filing (.1); finalize amended April fee application (.8); email a copy ofthe same to S. MacFarland for filing (.1).
1.60
07/07/09
Matthew Grimshaw Email from Ms. Anemone ofthe UST's offce re Rutan's amended March fee application (.1); review email from
0.30
An additional statement covering suc disbursements wil be furnishe to you.
The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNS AT LAW

Fee Application
023353-0031
Page No.2
S. MacFarland re March fee application issues (.1); respond to the same (.1).
07/08/09
Matthew Grimshaw Email exchange re PERL cost issues (.2); prepare a certification re no objection to Rutan's March fee application (.2); email same to S. MacFarland (.1).
0.50
07/09/09
Matthew Grimshaw Draft, revise, and finalize May fee application and related documents (1.9); draft, revise and finalize first interim fee application and related documents (2.1); review docket re certification of no objection (.1); email
exchange re same (.2).
4.30
07/10/09
Matthew Grimshaw Review email exchanges re fee auditor issues (.2); email
exchange with S. McFarland re interi fee application
0.50
issues (.2); emai1 re June fee application issues (.1).
07/14/09
Gregg Amber Review application for use of pre-petition retainer and correspondence with S. McFarland re same.
Mattew Grimshaw
0.30
07/14/09
0.20
Multiple emails re fee auditor issues (.2).
07/16/09
Matthew Grimshaw Email re travel time issues.
0.10
07/20/09
Matthew Grimshaw Review and respond to multiple emails re prior fee applications issues (.3). Matthew Grimshaw Email exchange re fee application issues.
0.30
07/29/09
0.10
Total Hours Total Professional Services
12.70
$4,877.00
Additional disbursements may have ben paid or incurred on your behalf and are oot refleced in this sttement.

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

ATTORNEYS AT LAW

Fee Application
023353-0031
Page No.3
$4,877.00 6,622.26
$11,499.26
Total Balance Due
ACCOUNTS RECEIVABLE
0-30DAYS
$6,840.20
31- 60 DAYS $0.00
61- 90 DAYS $4,659.06
91-180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have be paid or incurred on your behalf and are not reflected in this statement. An additional statemnt covering suc disbursements will be fumished 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

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 195 COSTA MESA, CALIFORNIA 92628-1950 (714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
562460 023353 - 0032

James O'Neal
Date
August 5, 2009
Corporate Governance
INVOICE SUMMARY
CURRNT INOICE SUMMARY:

Professional Fees
Disbursements and Costs Advanced
3,316.50 3.50 3,320.00
Wire Instructions
Union Bank ofCaliforna
18300 Von Kann

Irine, 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 refleced in this statement. An additonal statement covering such disbursments wil be fumished to you. Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paraleal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Att: Gerr Tywoniuk, Sr. VP and CFO

Biling Atty.
562460 023353 - 0032

James O'Neal
111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
August 5, 2009
Corporate Goverance
REMITTANCE COPY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
3,316.50 3.50 3,320.00
Wire Instructions
Union Bank of Californa 18300 Von Kanan
Irve, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Number: 0630133009 Account Account Name: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disburseents may have been paid or incurred on your behalf and are not refleced in this statement.
An additonal statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an Indlvldual's name denotes paralegal. law clerk or document clerk.
T AXP AYERS ACCOUNT

NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT IJW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS
611 ANTON BOULEARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Biling Atty.
562460 023353 - 0032

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

FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2009
07/02/09
Gregg Amber Work on board meeting minutes.

Laurie Biegel ( P A)
0.40
07/07/09
0.10
Update Minute Book and task list.
07/14/09
0.20
Review and respond to emails form R. Kumararatne.
07/15/09
0.10
Follow up on serice of process matters regarding PEAH.

07/16/09
Laure Biegel ( P A)
Review service of
0.10
process; prepare email to G. Amber

1.20
regarding same.
07/17/09
Gregg Amber Attend and prepare minutes for Board meeting.

07/20/09
2.30
Exchange emails with G. Amber regarding corporate matters (0.3); assemble list of consents and minutes
requiring original signatues (2.0).
07120/09
Catherine Parsons
0.90
Addttional disbursements may have ben paid or incu on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnishe to you.
The abbreviation (PA), (LC).or (OC) following an individual's name denotes paralegal. law clrk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
Page No.2
Draft minutes for Pacific Energy Board meeting.
07/21/09
0.20
Prepare responsive email to G. Amber regarding corporate minutes and wrtten consents.
07/21/09
Gregg Amber Work on board meeting minutes.

0.50
07/22/09
0.20
Exchange emails with G. Amber regarding Pacific

Energy Alaska Holdings matter.
07/22/09
Gregg Amber Review board agenda, G.Tywoniuk edits to minutes and

other materials for board meeting.
0.50
07/23/09
0.90
Revise and finalize list of original board and committee resolutions needed to complete Minute Books.
07/23/09
Gregg Amber Correspondence with D. Katic and revise draft resolutions (0.2); prepare for, attend and take minutes at
Board meeting (0.6).
0.80
07/24/09
Laure Biegel ( P A)
0.10
Review wrtten consents executed for LLCs and update task list and Minute Books.
07/27/09
0.30
Begin assembling package of Minute Book documents for signatue.

07/28/09
0.60
Continue assembling package of Minute Book documents for signature.

07/31/09
Catherine Parsons Review resolutions of past board meetings to determine

whether ceain actions have been fully authorized.
0.50
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement.

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

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
Page No.3
Total Hours
Total Professional Serices
9.90
$3,316.50
DISBURSEMENTS AND COSTS ADVANCED

Duplication
3.50
Total Disbursements
$3.50
Total Current Fees and Costs Prior Balance Due
$3,320.00 13,248.40
$16,568.40
Total Balance Due
ACCOUNTS RECEIVABLE
0-30DAYS
$5,619.50
31- 60 DAYS $0.00
61- 90 DAYS
$ 1 0,948.90
91-180 DAYS $0.00
OVER 180
$0.00
An additional statement covenng such disbursements wil be fumishe to you.

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

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONL CORPORATIONS

Att: Gerr Tywoniuk, Sf. VP and CFO
Invoice No.
Account No.
Biling Att.
563373 023353 - 0033

James O'Neal
I i I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
August 13, 2009
Alaska Asset Sale
INVOICE SUMMARY
217,317.50
2 i 6.1 9
217,533.69
Wire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine. CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
AddiUonal disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an Individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

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

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Occan Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
563373 023353 - 0033

James O'Neal
Date
August 13,2009
Alaska Asset Sale
REMITT ANCE COpy

217 ,317 .50
216.19 217,533.69
Wire Instructions
Union Bank of Cali fomi
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 coverng such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document cieri\.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER. LLP

ATTORNEYS AT LAW
A PARHlERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
563373 023353 - 0033

James O'Neal
Billing Att.
Date Page
August 13,2009
I
RE: Alaska Asset Sale

FOR PROFESSIONAL SERVTCES RENDERED THROUGH JULY 3 1,2009
07/01/09
Cristy G Parker Review and comment on sale motions and orders (0.5); prepare schedules and exhibits to purchase and sale agreement (5.1); communicate with working group re
same (0.5).
6.10
07/02/09
Gregg Amber Review Polytec proposed changes to PSA and telephone conference with M. Litvak re same.
Cristy G Parker Prepare and distribute schedules and exhibits to purchase and sale agreement (5.3); communicate with working group and others re same (1.2).
1.60
07/02/09
6.50
07/03/09
Gregg Amber Conference call with i. Kharasch and M. Litvak re Polytec draft PSA (0.5); review Polytec draft PSA and prepare issues list (3.4); correspondence with Dewey
Leboeufre Polytec PSA draft (0.3); correspondence with
4.50
working group re issues list (0.3).

07/04/09
Garett Sleichter
2.70
Review Polytec revised draft of Alaska assets PSA.

07/06/09
Gregg Amber Assemble comments and re-draft issues list relative to
4.70
Additional disbursements may have been paid or incurred on your behalf and are not reftected in !his statement
An additional statement covenng such disbursements wil be furnished to you.

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

ATTORNEYS AT LAW

Alaska Asset Sale
023353-0033
Page No.2
Polytec Alaska PSA (i .2); correspondence with various working group members and conference with G. Slcichter re same (0.6); extensive correspondence with working group and telephone conference with D. Katie
re Corsair prospect and Escopeta farmout (1.1 );
correspondence with Polytec lawyers re Polytec bid and PSA draft (0.3); review Dewey Leboeuf comments to issues list and prepare responses (1.2); correspondence with D. Katic and P. Parmes re possible competing bid (0.3).
07/06/09
Cristy G Parker
Review and prepare responses to Poly
5.30
tee comments on
purchase and sale agreement (3.2); offce conferences and communicate with working group re same (1.1 ); conference call with Polytec counsel re same (i .0).
07/06/09
Garett Sleichter
1.50
Review and analysis ofPolytec PSA and proposal for purchase of Alaska assets.
07/06/09
Garett Sleichter
1.90
Research and respond to Bingham diligence request.
07/07/09
Cristy G Parker Gather and compile responses from working group to diligence and purchase and sale agreement issues raised by Polytec counsel (1.7); office conferences and communicate with Polytec counsel re same (2.1 ); compile requested documents for review by potential bidders and unsecured creditors committee (0.9).
Garett Sleichter
4.70
07/07/09
1.30
Research and respond to Dewey LeBoeuf due diligence inquiries.
07/07/09
Garett Sleiehter
1.70
Telephone conference with M. Wiesinger and M. Cervi regarding Bingham due diligence request.
07/07/09
Garett Sleichter
0.50
Telephone conference with S. Glusky with Bingham re due diligence request.

Additional disbursments may have been paid or incurred on your behalf and are nol reflected in this statement.
An addilional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) followng an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
August 13,2009 Invoice No. 563373
Page No.3
07/07/09
Garett Sleichter
0.60
Telephone conference with S. Riffe and J. Cosentino at Dewey LeBoeufre due diligence.
07/07/09
Garett Sleichtcr
2.50
Review and analysis ofPolytcc PSA and proposal for purchase of Alaska assets.
07/07/09
Garett Sleichter
3.40
Research and prepare responses to Bingham due

diligence request.
07/08/09
Gregg Amber
2.00
Review and comment on NAE proposed revisions to PSA and correspondence with working group re same.
07/08/09
Cristy G Parker Review and comment on markups of purchase and sale agreements from various potential bidders (6.5); gather infonnation from working group and communicate with
Polytec counsel re dilgence items (1.6).
8.10
07/08/09
Garett Sleichter
2.70
Research and respond to Bingham due diligence requests.

07/08/09
Garctt Slcichtcr
1.30
Research and respond to KPMG due diligence inquiries.
07/08/09
Garett Sleichter
1.70
Review Alaska assets Sale Procedures to respond to bidders proposed procedures regarding their respective PSAs.
07/08/09
Garett Slechter
0.40
Review Ocar Capital Group term sheet for Alaska assets.

07/09/09
Gregg Amber
1.90
Working group conference call regarding NAE re-draft
ofPSA.
Additonal 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

Alaska Asset Sale
023353-0033
Page No.4
07/09/09
Cristy G Parker Review and comment on potential bidder's markup of purchase and sale agreement (2.0); conference call with working group re same (2.1).
Garett Sleichter
4.10
07/09/09
1.70
Review and prepare comments to New Alaska Energy

PSA.
1.10
07/09/09
Garett Sleichter Conference call regarding New Alaska Energy PSA.
07/10/09
Gregg Amber
1.0
Work with attorneys from Rutan, Schully and Pachulski and with M. Wiesinger to provide answers to due diligence questions (0.6); conference with R.
Kumararatne and locate and review documents relating
to Forest indemnity for Polytec and Goldman lawyers (0.7).

07/10/09
Cristy G Parker Communicate with working group re bidder's markup of purchase and sale agreement (0.9); prepare comments re same (1.2); review and comment on site visit agreement (0.8); participate on diligence calls with working group and respond to diligence requests (3.8).
Garett Sleichter
6.70
07/11/09
0.20
Manage access to Merrill datasite.
07/11/09
Garett Sleichter
1.70
Research, review and add documents to datasite in response to due dilgence requests.
07/13/09
Cristy G Parker Review and analyze submissions from multiple bidders (5. i); participate on all hands conference call re bids (i .8); conference call with Polytec counsel and others re
purchase and sale agreement (0.4).
7.30
07/13/09
Gregg Amber
5.60
bid materials and lengthy Review four different sets of conference call with working group re same (5.0);
An additional statement covering such disbursamants wil be furnished to you.

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

ATTORNEYS AT LAW
Page No.5
conference with C. Parker re call with Po1ytec lawyers regarding their version of the PSA (0.3); review and comment on Alaska executory contract schedule (0.3).
07/13/09
Garett Sleichter
0.30
Review Ocar Capital Group bid for Alaska Group 2 assets.
07/13/09
Garett Sleichter
1.60
Review New Alaska Energy bid documentation and Purchase and Sale Agreement for Alaska Group 1 assets.
revised draft of
07/13/09
Garett Sleichter
2.70
Review Polytec bid documentation and revised draft of Purchase and Sale Agreement for Alaska Group 1 assets.
07/13/09
Garett Sleichter
0.30
Review Aurora Gas bid for certain Alaska Assets.

07114/09
Cristy G Parker Analyze Polytec bid purchase and sale agreement for Group 1 assets and prepare comments re same (7.6); offce conferences and communicate with working
group re same (1 .1 ).
8.70
07/14/09
Gregg Amber Review extensive changes to Alaska PSA made by Polytec lawyers and provide comments on same to C. Parker (6.8); correspondence with working group re
same (0.4).
7.20
07/14/09
Garett Sleichter
3.50
Draft edits and comments to Polytee proposed Purchase and Sale Agreement for Alaska Group 1 assets.
07/14/09
Garett Sleichter
1.70
Review and respond to Dewey LeBoeuf due diligence inquiry.
07/15/09
Gregg Amber
12.50
Extensive review and revision ofPolytec PSA (7.0); PERL working group conference call re same (2.0);
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional slalement 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
Page No.6
confcrcnce call with Polytec re same (1.0); correspondcnce with Skadden and Bingham re same (0.5); additional revisions to Polytec PSA after calls (2.0).
07/15/09
Garett Sleichter
2.80
Participate in conference call re review and comments to Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/15/09
Garett Sleichter
1.50
Review and respond to Dewey LeBoeuf due dilgence inquiries.

07/15/09
Garett Sleichter
2.70
bid Prepare comments and revisions to Dewey LeBoeuf Purchase and Sale Agreement for Alaska Group draft of
1 assets.
07/15/09
Garett Sleichter
1.50
Telephonc confcrcncc with Dewcy LeBoeuf regarding Purchasc and Sale Agreement for Group 1 Alaska Assets.
07/16/09
Gregg Amber
14.40
Draft finders fee agreement for Polytec (0.8); conference calls with G. Tyowniuk, lenders and others regarding Polytec and NAE versions ofPSA and TSA (3.5); extensive correspondence with working group, tee counsel regarding Polytec and NAB lenders and Poly versions ofPSA and TSA (1.8); extensive review and revisions to Polytec and NAE versions ofPSA and TSA (8.3).
07/16/09
Edson McClellan
0.80
Analyze benefit plans and agreements with PERL benefit plans and employment agreements (0.4); telephone conference and e-mails with B. Walker re same (0.1).
employees (0.3); prepare disclosure schedule of
07/16/09
Garett Sleichter
1.50
Participate in conference call re review and comments to Polytec Purchase and Sale Agreement for Alaska

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

ATTORNEYS AT LAW
August 13,2009 Invoice No. 563373 Page No.7
Group 1 assets. 07/16/09

Garett Slcichtcr
3.30
Prepare disclosure schcduIcs to Polytec PSA.
07/17/09
Edson McClellan
benefit plans and Prepare disclosure schedule of employment agreement (i .1); prepare disclosure schedule of employment claims against PERL (0.9); confer with G. Sleichter re disclosure schedules (0.2); exchange e-mails with B. Walker re disclosure schedules and COBRA issues (0.3).
2.50
07/17/09
Gregg Amber
11.10
Continue review of Polytec, NAE and CIE PSA drafts (2.5); internal working group conference ca1l re same (i .5); multiple conference calls with Polytec lawyers re same (5.0); review NAE re-drafts (0.6); conference ca1l with NAE (1.5). 07/17/09
Garett Sleiehter
4.90
Prepare disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group 1 assets. 07/17/09
Garett S1cichter
4.10
Telephone conference with Dewey LeBoeuftuming pages through Polytec July 16, 2009 draft of Purchase and Sale Agreement for Alaska Group 1 assets.
07/17/09
Garett Sleichter
1.20
Telephone conference with G. Tywoniuk, L. Wolf, R. Saunders and G. Amber re Polytec July 16, 2009 draft of Purchase and Sale Agreement for Alaska Group 1 assets.
07/17/09
Garett Sleichter
Review Poly tee July 16, 2009 draft of
2.30
Purchase and Sale
Agreement for Alaska Group 1 assets.
07/17/09
Garett Sleichter
0.50
Telephone conference with G. Tywoniuk regarding disclosure schedules to Polytec July 16, 2009 draft of Purchase and Sale Agreement for Alaska Group i assets.
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Page No.8
07/18/09
Gregg Amber
9.20
Continuous and successive conference calls with various parties regarding CIE, NAE and Polytec PSAs
and TSAs and review of multiple drafts of
same.
07/18/09
Garett Sleichter
3.70
Prepare disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/18/09
Garett Sleichter
and warranties in Poly
1.50
Review and prepare comments to seller representations tee draft Purchase and Sale Agreement for Alaska Group 1 assets.
0.40
07/19/09
Edson McClellan
Exchange e-mails with G. Tywoniuk re COBRA issues (0.3); review e-mail from B. Walker re COBRA issues
(0.1 ).
07/19/09
Gregg Amber
8.50
Review revised Polytec PSA and successive conference calls re same (4.3); review revised NAE PSA and conference call re same (1.0); revise, redline and recirculate NAE PSA (2.0); work on disclosure
schedules (1.2).
07/19/09
Garett Sleichter
3.30
Prepare disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/20/09
Cristy G Parker Read and respond to extensive e-mails re purchase and sale agreement and related documents (1.9); review Union objection to sale motion (0.3); communicate with working group re disclosure schedules and other open items re purchase and sale agreement (1.8); prepare
summary of
7.20
post-closing obligations (3.2).
07/20/09
Gregg Amber
4.20
Extensive e-mails with working group re NAE and Polytec PSA drafts, schedules, exhibits and post-closing obHgations, and regarding Escopeta and Corsair farmout
(2.1 ); review PSA drafts and work on post-closing
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 fumished to you.

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

ATTORNEYS AT LAW
August 13.2009 Invoice No. 563373
Page No.9
obligations list with G. Sleichter (1.8); conferences with G. Sleichter re same and re schedules (0.3).
07/20109
Garett Sleichtcr
5.70
post-closing obligations and Draft comparativc list of potential liabilities under Polytec and New Alaska Energy Purchase and Sale Agreements for Alaska Group
1 assets.
07/20109
Garett Sleichter
3.70
Prepare disclosure schedules to Polytec Alaska Group i PSA.

07/2 i 109
Gregg Amber Review and comment on post-closing obligations listing (0.6); correspondence with R. Saunders regarding Marathon/Forcenergy PSA and review same (1.2); working group conference calls regarding Alaska executory contracts (0.8); prepare comparative analysis ofPolytec vs. NAE PSAs (2.8); working group conference call regarding NAE and Polytec agreements and re sales process (2.0); conferences with C. Parker re
Polytec PSA (0.6).
8.00
07/21/09
Cristy G Parker Telephone conferenccs re purchase and sale agreement issues and preparation for signing and closing (3.7); prepare summaries of transaction documents for notices to creditors (3.3); prepare board resolutions (0.5); comment on Polytec purchase and sale agreement (2.8).
Edson McClellan
10.30
07/21/09
0.40
Telephone conference with Mr. Maniaci re provision of COBRA for terminated employees.
07/21/09
Garett Sleichter
1.50
Research and respond to Dewey LeBoeuf additional request for due diligence documents re Alaska Interests and CIPL.
07/21/09
Garett Sleichter
1.60
Participate in all-hands conference call with Pacific Energy Resources management, Pachulski attorneys, S.
Addttional disbursements may have been paid or Incurred on your behalf and are not reected 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 cleric
RUTAN & TUCKER, LLP

ATTORNEYS AT lAW

Alaska Asset Sale
August 13,2009
Invoice No. 563373

Page No. 10
023353-0033
Winn, G. Amber and C. Parker regarding closing of Alaska Group i Purchase and Sale Agreement.
07/21/09
Rushika Kumararatne Review documents in connection with drafting board
resolutions (0.7); initial draft of
1.70
resolutions (1.0).
07/21/09
Garett Sleichter
4.70
Work on disclosure schedules to Polytcc Purchasc and Sale Agreement for Alaska Group 1 assets.
07/22/09
Gregg Amber
6.80
Review Dewey re-draft ofPSA post-auction and conference with C. Parker re same (1.6): review and comment on auction notice and correspondence with M. Litvak re same (0.3); review and comment on Dewey re-draft of TSA post-auction and conference with C. Parker and correspondence with G. Tywoniuk re same
(i . i ); review CIPL abandonment and related obligation
documents (1.0); extensive correspondence and conference call with R. Saunders and L. Wolfre same (1.5); correspondence with G. Tywoniuk and revise PSA summary (0.3); review Forest documents and conference call with Dewey re same (1.0).
07/22/09
Cristy G Parker Review and comment on revised draft of Polytec purchase and sale agreement and transition services agreement (7. I); offce conferences and communicate with working group re same (0.9); revicw and comment on notice to creditors (0.5); review and comment on board resolutions (0.7); office conferences re closing
preparations and schedules (2.1 ).
11.30
07/22/09
Garett Sleichter
Review Dewey LeBoeuf revised draft of
1.0
Purchase and
Sale Agreement for Alaska Group i assets.

07/22/09
John T. Bradley Conferences with C. Parker re asset sale transaction (0.4); telephone call to L. Wolf re status of closing matters and closing checklist (0.1); extensively review Purchase and Sale Agreement (2.6).
3.10
Additional disbursements may have been paid or incurre on your behalf and are not reffected 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 clern or document clern.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Page No. i 1
07/22/09
Garett Sleichter
1.70
Pacific Energy Alaska Operating LLC under CTPL Funding Agreement.

Research obligations of
07/22/09
Garett Sleichter Review and respond to Dewey LeBoeuf additional
2.30
request for documents.
07/22/09
Rushika Kumararatne Draft board resolutions approving sale.

Gregg Amber
2.40
07/23/09
7.50
Continue review of Dewey re-draft PSA (0.5); correspondence with lenders re same (0.2): conference call with C. Parker and G. Tywoniuk re same (1.0); correspondence with D. Katic and begin review of Ocar Group 2 PSA (OJ); multiple lengthy conference calls and extensive e-mail correspondence with P. Abelson. J. Arlington, L. Wolf, A. Marino, G. Tywoniuk, M. Litvak
and others regarding Facilities Agreement, rights of way
and related agreements and consequences of assumption or categorization as Group 2 (5.5).
07/23/09
Cristy G Parker Review and comment on revised Polytec purchase and sale agreement, transition services agreement and schedules (6.1); communicate with working group via telephone and e-mail re same and re closing preparations
and open items (2.1).
8.20
07/23/09
John T. Bradley Email correspondence with L. Wolfre status of closing

checklist (0. I); review next draft of
2.60
Purchase and Sale
Agreement (2.3); briefly review draft closing checklist from L. Wolf(O.2).

07/23/09
Garett Sleichter
1.90
Draft revisions to representation and warranty provisions in Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/23/09
Garett Sleichter
0.70
An aclltional statement coverig 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
August i 3, 2009 Invoice No. 563373

Page No. 12
All hands conference call with Pacific Energy team regarding status of closing for Alaska Group I assets.
07/23/09
Garett Sleichter
3.10
Research due diligence documents to prepare schedules to Polytec Purchase and Sale Agreement for Group I Alaska assets.
07/24/09
Gregg Amber Prepare for and attend meeting with C. Parker and G.
Slcichter re division of
4.80
responsibilities for
documentation tasks (0.5); numerous lengthy phone calls with P. Abelson, L. Wolf, G. Tywoniuk, A. Marino and others regarding remaining issues on Polytec PSA way carve out (2.5); extensive and on Group 2 right of e-mail correspondence with Dewey, with working group and with lender's counsel re Polytec and NAE PSAs (0.8); telephone conferences and correspondence with D. Katic and working group re Group 2 bids (0.7); conferences with C. Parker re Ocar and NPT Group 2 draft PSAs (0.3).
07/24/09
Cristy G Parker Draft multiple purchase and sale agreements for Group tee purchase 2 assets (9.9); review and comment on Poly and sale agreement (2.2); communicate with working group re same (2.5).
John T. Bradley Review Transition Services Agreement (1.2); review schedules to Purchase and Sale Agreement (0.8); continue to review draft closing checklist from L. Wolf (0.4).
Edson McClellan
14.60
07/24/09
2.40
07/24/09
0.20
Telephone conference and e-mails with Mr. Maniaci re COBRA issues (0.1); telephone conference with G. Tywoniuk re same (0. I ).
07/24/09
Garett Sleichter
3.10
Prepare schedules to Polytec Purchase and Sale Agreement for Alaska Group i assets.
Addttional 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 fumlshed 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
August 13. 2009 Invoice No. 563373

Page No. 13
07/25/09
Grcgg Amber
3.20
Correspondence with working group regarding Group way issue (0.3); confcrencc call with i /Group 2 right of G. Tywoniuk, 1. Arlington and 1. Wolfre same (1.3); review Dewey PSA re-draft and circulate comments to working group (104); correspondence with working group re same (0.2).
07/25/09
Cristy G Parker Communicate with working group re various purchase and sale agreements (0.7); revise Ocar purchase and sale
agreement (2. i); review and comment on revised Poly
7.60
lee
07/25/09
Garett Sleichter
2.70
Review, revise and draft disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/26/09
Gregg Amber
Correspondence with working group regarding Poly
0.50
tee
PSA (0.2) and Trading Bay ROW issue resolution (0.3).
07/26/09
Cristy G Parker Communicate with working group re various purchase

and sale agreements.
0.70
07/27/09
Cristy G Parker Review and comment on Polytec purchase and sale agreement (3.9); revise NPT purchase and sale agreement (1.1); communicate with working group re various purchase and sale agreements, exhibits and schedules (3.2); review and comment on objection to
CTPL motion (0.7).
8.90
07/27/09
Gregg Amber
5.00
Numerous lengthy phone calls and extensive e-mail correspondence re ROWand related title issues, Escopeta issues and issues regarding PSAs for various bidders (4.0); review open issues list and C. Parker draft of Polytec PSA and comment on same (1.0).
07/27/09
John T. Bradley Work extensively on Closing Checklist and review
4.80
Additional disbursements may have been paid or incurred on your behalf and are not refteCled in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August 13,2009
Invoice No. 563373

Page No. 14
Purchase and Sale Agreement while preparing same

(4.8).
1.70
07/27/09
Garett Sleichter
Review and prepare cdits and comments to Polytec Purchase and Sale Agreement for Group i asscts.
07/27/09
Garett Sleichter
0.80
Review New Alaska Energy Purchase and Sale Agreement for Group 1 Alaska assets.
07/27/09
Rushika Kumararatne
Research regarding occasional sale exemption.
4.60
07/27/09
Garett Sleiehter
1.30
Review and comment on Ocar Purchase and Sale Agreement for Alaska Group 2 assets.
07/27/09
Garett Sleichter
1.30
Review material contracts schedule to Polytec Purchase and Sale Agreement for Alaska Group 1 assets.
07/28/09
Cristy G Parker Extcnsive conference calls with lenders' counsel and buyer's counsel re purchase and sale agreement, schedules and othcr open items (8.7); review and comment on portions of schedules and discuss with working group (0.9); prepare redline re Oear Group 2 purchase and sale agreement for Union's counsel (OJ).
Gregg Amber
9.90
07/28/09
10.00
Numerous lengthy and continuous conference calls regarding Polytec and other PSAs, title and ROW issues, closing issues and related matters.
07/28/09
Edson McClel1an
1.00
Exchange e-mails with M. Wiesenger re 401 (k) plan issues (0.3); participate in conference cal1 with Bingham attorneys re same (0.3); exchange e-mails with Mr. Maniaci re COBRA issues (0.2); exchange e-mails with G. Tywoniuk re same (0.2).
07/28/09
John T. Bradley
1.40
Additonal disbursements may have been paid or Incurred on your behalf and are not renected in 1lis statement. An additional slatement coveling 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
RUTAN & TUCKER, LLP

IITTORNEYS liT iJW

Page No. 15
Finalize initial draft of closing checklist (1.4).
07/28/09
Garett Slcichter
0.80
tee Alaska counsel J. Tclephone confercnce with Poly Perkins rc title issues concerning Alaska Group i assets.
07/28/09
Garett Sleichter
2.70
Telephone conference with Dewey LeBoeufregarding Purchase and Sale Agreement for Alaska Group i assets.
07/28/09
Garett Sleichter
4.10
All hands call with Pacific Energy working group, Dewey LeBoeuf (Polytec counsel), Bingham (Goldman Sachs counsel) and Skadden (Silver Point counsel) regarding Alaska sale matters and Purchase and Sale Agreement.
07/29/09
Gregg Amber Review additional Polytec revisions to PSA and related documents and explanations for changes (i .5); working group conference calls re same (1.5); prepare lists of open issues (0.8); extensive correspondence with working group and Dewey re document changes (and lack thereot) and open items (1.2).
Cristy G Parkcr Communicate with working group re various Alaska purchase and sale agreements and ancilary documents (2.5); prepare redlines requested by various parties re same (0.7); office conferences re revisions to NPT
5.00
07/29/09
3.60
07/29/09
John T. Bradley Confer with C. Parker re Purchase and Sale Agreement for Group 2 assets (0.5); review Purchase and Sale Agreement for Group 2 assets (2.2).
Garett Sleichter
Tywoniuk, M. Litvak, A. Marino, L. Wolf regarding Polytec revised draft of
2.70
07/29/09
1.30
Telephone conference with G. Amber, C. Parker, G. and S. Winn

Purchase and Sate
Agreement for Alaska Group i assets.
Additional disbursements may have been paid or incurrd on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PAl, (lCl,or (DC) following an individual's name denotes paralegal. law clerk or docment clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Page No. 16
07/29/09
Garett Slechter
3.50
Work on disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group i assets.
07/30/09
Gregg Amber
4.00
Extensive correspondence and phone conferences with working group regarding Forcst indemnities (1.0); review Forest indemnity letters (0.3); correspondence with R. Saunders re indemnity letters as executory, assignable contracts (0.2); correspondence with working group and telephone conference with P. Abelson re Forest indemnity changes needed to Polytec Group I PSA (0.5); correspondence with G. Tywoniuk regarding revisions to New Alaska PSA (0.2); revise New Alaska
PSA (1.8).
07/30/09
Cristy G Parker Draft New Alaska Energy transition services agreement (1.9); communicate with working group re various
purchase and sale agreement schedules and other open items (1.2).
3.10
07/30/09
Garett Sleichter
0.90
Review comments from Pacific Energy regarding disclosure schedules to Polytec Purchase and Sale Agreement for Alaska Group) assets.
07/30/09
John T. Bradley Extensively review and revise Purchase and Sale Agreement for Group 2 assets and sale of CIPL stock (4.5).
Gregg Amber
4.50
07/3 I /09
8.20
Extensive communications with working group regarding NAE PSA, TSA and exhibits (1.2); revise and redline PSA and transmit to NAE with TSA and exhibits (0.9); extensive communications with working group regarding Polytec Group i bid (1.0); correspondence with working group re MMS/BLM royalty issue and review Forest conveyance and acquisition documents re same (0.7); extensive correspondence with working group regarding Ocar Group 2 PSA (0.8); review and
revise Ocar PSA (3.6).
Additional disbursements may have been paid or incurrd on your behalf and are not reflected in this staement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA). (ie),or (DC) following an individual's name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August 13,2009 Invoice No. 563373 Page No. i 7
07/31/09
John T. Bradley Continue to extensively review and revise Purchase and Sale Agreement for Group 2 assets and CIPL stock (4.8); review and consider Purchase Agreement documentation in connection with responsibility for government royalty
payments (2.1).
6.90
07/31/09
Garett Sleichter
0.30
Conference call with Pacific Energy working group re status of Alaska assets sale and bidders.
07/3 1/09
Cristy G Parker Revise New Alaska Energy transition services agreement (i .2); analyze issues relating to NPT, Ocar and New Alaska Energy purchase and sale agreements (4.3); communicate with working group re same (1.6).
Garett Sleichter
7.10
07/31/09
3.90
Prepare exhibits and schedules to New Alaska Energy Purchase and Sale Agreement for Alaska Group 1 assets.
07/3 1/09
Garett Sleichter
Prepare schedules to Poly
1.70
tee Purchase and Sale
Agreement for Alaska Group 1 assets.
474.20
$217,3 17.50

Long Distance Telephone
Duplication
4.02
79.20
73. is
Color Copies
Telecopier
M i sce! laneous
8.78
51.04
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additionai statement covering such disbursements will be furnished to you.
The abbreviation (PAl. (Le),or (DC) following an indivdual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August i 3,2009 Invoice No. 563373

Page No. 18
Total Disbursements
$216. I 9
Total Current Fees and Costs
$217,533.69
82,516.22 (27,944.00)
Previous Balance Due
Payments and Adjustments Prior Balance Due
54,572.22
$272,105.91
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $217,533.69 31- 60 DAYS $43,198.72
61 - 90 DAYS $11,373.50
91-180 DAYS
$0.00
OVER 180 $0.00
Additional disbursements may have been paid or incurred on your beha~ and are not reftected in this statement.

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

ATTORNEYS
AT LAW
A PARTNERSHIP INCLUDING PRFESSIONAL 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 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
562481
023353 - 0034
James O'Neal
Date
August 6,2009
Beta Asset Sale
INVOICE SUMMARY
CURRENT INVOICE SUMMAY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
76,952.50 183.14 77,135.64
Wire Instructions
Union Bank of Califona
18300 Von Kannan
Irine, 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 incurr on your behalf and are not reflected in this statement.
An add~ional 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.
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
Pacific Energy Resources Ltd. Tywoniuk, Sr. VP and CFO Attn: Gerr 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
562481 023353 - 0034

James O'Neal
Date
August 6, 2009
Beta Asset Sale
REMITTANCE COPY
CURRNT INOICE SUMMAY:

Professional Fees Disbursements and Costs Advanced
$
76,952.50 183.14 77,135.64
Wire Instructions
Union Bank of
Californa
18300 Von Karan Irvine, CA 92612 ABA #: i 22000496 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 incrred on your behalf and are not reflected in this statement.
An addnional statement covering such disbursements wil be fumished 10 you.
The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 9i;3519027
RUTAN & TUCKER, LLP

ATTORNS AT LAW

Biling Att.
562481
023353 - 0034
James O'Neal
Date Page
August 6, 2009
1
RE: Beta Asset Sale

07/01/09
Cristy G Parker Review and comment on sale motions and orders (0.5); prepare schedules and exhibits to purchase and sale agreement (1.1); communicate with working group re same (0.3).
Garett Sleichter
1.90
07/01/09
5.70
Draft Bil of Sale for Beta PSA.

07/01/09
Garett Sleichter
3.50
Draft exhibits to Beta PSA.
07/02/09
Cristy G Parker
Prepare and distrbute schedules and exhibits to
1.50
purchase and sale agreement (0.9); communicate with working group and others re same (0.6).
07/02/09
Garett Sleichter
2.70
Finalize exhbits and schedules to Beta PSA for attachment to Sale Motion.
07/06/09
Garett Sleichter 1.90
Research and respond to Bingham diligence request.

07/06/09
Rushika Kumararatne Review diligence request list from Bingham (1.5);
2.80
Additional disbursements may have been paid or incurr on your behalf and are not reflected In this statement.
An additional statement coering such disbursements will be furnishe 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
Beta Asset Sale
023353-0034
Page No.2
review data site in connection with same (1.3).
07/07/09
Cristy G Parker Prepare and assemble documents requested by potential bidders and unsecured creditors committee.
1.20
07/07/09
Gregg Amber Conferences with G. Sleichter and R. Kumararatne re Goldmaningham and Polytec due diligence requests.
Garett Sleichter
0.60
07/07/09
0.40
Respond to creditor committee request for documents.
07/07/09
Rushika Kumararatne
Work extensively on responding to Goldman dilgence request, review materials on data site; conference call
5.80
with Bingham (5.5); interoffice conference with G.

Sleichter and G. Amber (0.3).
07/07/09
Garett Sleichter
0.30
Respond to Lazard request for Beta PSA and exhibits.
07/08/09
Gregg Amber Conference with G. Sleichter and extensive correspondence with working group regarding Polytec and Goldman due dilgence requests (1.1); prepare responses to due diligence requests (1.0); review and comment on Ocar term sheet (0.7); extensive correspondence with working group re same (0.8).
Edson McClellan
3.60
07/08/09
0.30
Exchange e-mails with counsel re applicability of state and federal WARN laws (0.2); attorney analysis re same
(0.1 ).
07/08/09
Garett Sleichter
1.40
Review, analysis and communication with PERL on open Beta PSA items and suggested revisions.
07/08/09
Garett Sleichter
0.20
Review Ocar Capital Group term sheet for Beta assets.
Additional disbursements may have ben paid or incrr on your behalf and are not reflected in this statement.
An additonal 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.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Beta Asset Sale
023353-0034
Page No.3
07/08/09
Garett Sleichter
0.90
Review Beta assets Sale Procedures to respond to bidders proposed procedures regarding their respective PSAs.
07/09/09
Edson McClellan Legal research re applicability of state and federal WARN laws to upcoming terinations (1.9); exchange e-mails with client and counsel re analysis of same (0.3).
Cristy G Parker Review and comment on draft motion and order regarding dismissal ofSPBPCo banptcy case (0.9);
2.20
07/09/09
1.10
communcate with banptcy counsel re same (0.2).

07/09/09
Rushika Kumararatne Review data site in connection with diligence requests (0.5); compile diligence (1.9).
Garett Sleichter
2.40
07/09/09
2.50
Work on responses to due diligence request (Bingham and Dewey).
07/09/09
Garett SleIchter
1.50
Populate datasite with additional due dilgence documents.

07/10/09
Cristy G Parker Discuss with working group lender comment on purchase and sale agreement (0.2); assist with diligence
response (0.5).
0.70
07/10/09
Garett Sleichter
2.70
Research and respond to Bingham due diligence request.
07/10/09
Garett Sleichter
0.50
Telephone conference with Merrll re problems with

datasite and uploads.
07/10/09
Rushika Kumararatne Telephone conference with client regarding diligence request (0.8); work extensively on preparing responses to
4.80
Additional disbursements may have been paid or incurred on your behalf and are nol reflected in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviatio (PA), (LC).or (DC) followng an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
023353-0034
Page No.4
diligence request (4.0).
07/13/09
Gregg Amber Review and comment on Alaska executory contract schedule and correspondence with S. McFarland re same.
0.60
07/13/09
Cristy G Parker Offce conferences and communicate with G. Tywoniuk

re Beta ta issue and purchase and sale agreement.
0.30
07/13/09
James B O'Neal
1.30
Review application of miscellaneous business taxes such as sales tax, business license fees, and LA County Pipeline franchise fees to Beta sale.
07/13/09
Rushika Kumararatne Research regarding sales tax (1.8); review data room with regards to diligence request (0.6); correspondence
re same (0.2).
2.60
07/13/09
Garett Sleichter
0.30
Telephone conference with Merrll and M. Wiesinger re Merrll update and inability of users to log on.
07/13/09
Garett Sleichter
0.60
Manage user issues with access to Merrll datasite.

07/13/09
Garett Sleichter
0.40
Manage Merrll datasite re Beta assets.

07/14/09
Cristy G Parker Offce conference and communicate with banptcy counsel re Beta purchase and sale agreement issues.
0.80
07/14/09
Rushika Kumararatne Research regarding tax ramifications of sale (1.6); review correspondence with regards to diligence
responses (2.6).
4.20
07/14/09
Garett Sleichter
2.60
Review and respond to Bingham due diligence inquiry.

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

ATTORNEYS AT LAW
Beta Asset Sale
023353-0034
August 6, 2009 Invoice No. 562481 Page No.5
07/16/09
Gregg Amber Conference call regarding Beta executory contracts (0.5); conference with R. Kumararatne re sales tax research (0.2)
Garett Sleichter
0.70
07/16/09
3.40
Research, review and add documents to datasite in response to Dewey LeBoeuf and Bingham due diligence requests.
07/16/09
Rushika Kumararatne
3.80
Research regarding whether sales ta is applicable to the sale of the Beta assets.
07/17/09
Rushika Kumararatne Research regarding whether sales tax is applicable to the sale of the Beta Assets.
James B O'Neal
1.30
07/18/09
0.50
Review domestic dispute resolution procedures with foreign buyer and respond to G. Amber re same.
07/20/09
Garett Sleichter
1.70
Research and respond to Skadden request for documents.
07/20/09
Rushika KUIDararatne
5.80
Research regarding whether sales tax is applicable to the sale of the Beta Assets.
07/21/09
James B O'Neal
0.70
Discuss applicability of Californa sales tax issues with R. Kumararatne.

07/21/09
Cristy G Parker All hands call re purchase and sale issues.
Garett Sleichter
0.40
07/21/09
0.70
Participate in all-hands conference call with Pacific Energy Resources management, Pachulski attorneys, S. Winn, G. Amber and C. Parker regarding Beta auction
An additinal statement covering such disbursments wil be fuished to you.

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

ATTORNEYS AT LAW
Beta Asset Sale
023353-0034
Page No.6
process and Purchase and Sale Agreement.
07/21/09
07/22/09
Rushika Kumararatne Research regarding sales tax related issues.

Gregg Amber Review draft PSA from lenders and correspondence with working group re same.
3.60
2.60
07/22/09
Rushika Kumararatne Research regarding whether sales tax applies to the sale of the Beta Assets.
Garett Sleichter
4.20
07/22/09
1.50
Review draft Purchase and Sale Agreement from Bingham to be used for potential Goldman credit bid.
07/23/09
Gregg Amber
Continue review of
1.00
lenders' credit bid PSA (1.0).

6.80
07/23/09
Rushika Kumararatne Research and draft memorandum regarding whether the Beta Assets. sales tax is applicable to the sale of
Garett Sleichter
07/23/09
1.30
Research and respond to Dewey LeBoeuf due dilgence inquiries regarding Beta assets.
07/23/09
Garett Sleichter
2.30
Research and respond to Skadden due diligence inquiries regarding Beta assets and SPBPC.
07/24/09
Gregg Amber Review Polytec and Blue Crest Beta bid paperwork (0.5); correspondence with workig group re same and re lender credit bid (0.4); numerous phone calls with working group regarding Beta bids (0.5); continue lender version ofPSA (4.6); review sales tax review of memo and conference with R. Kumararatne re same (0.4).
Garett Sleichter
6.40
07/24/09
3.70
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. Th abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Beta Asset Sale
023353-0034
Page No.7
Research and respond to Dewey LeBoeuf due diligence inquiries regarding Beta assets.
07/24/09
Rushika Kumararatne Review and revise memorandum regarding whether Beta Assets. sales tax is applicable to sale of
Garett Sleichter
4.30
07/24/09
2.30
Review Polytec offer and Purchase and Sale Agreement for Beta assets.
07/24/09
Garett Sleichter
0.40
Telephone conference with S. Liles and Dewey LeBoeuf

re 10" pipeline.
07/25/09
Gregg Amber Prepare and revise list of big picture issues on Lender PSA and circulate to lenders' counsel and others (2.0); begin review ofPolytec PSA (1.0). Gregg Amber Continue review ofPolytec PSA (1.2); correspondence with J. Kharasch and A. Marino re SLC consent (0.2).
3.00
07/26/09
1.40
07/27/09
Cristy G Parker Review revisions to Beta purchase and sale agreement.

Garett Sleichter
0.50
07/27/09
2.30
Research and respond to Dewey LeBoeuf due dilgence inquiries regarding Beta assets.
07/28/09
Gregg Amber Review Polytec Beta PSA (0.5); correspondence and telephone conferences with working group regarding Polytec and ERG Beta offers (0.5); conference call with
Dewey Leboeuf regarding Polytec PSA (1.0).
2.00
07/28/09
Cristy G Parker Communcate with working group re objections to Beta sale motion (0.3); conference call with Polytec counsel re
draft of
1.40
Beta purchase and sale agreement (1.1).
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) followng an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Beta Asset Sale
023353-0034
Page No.8
07/28/09
Rushika Kumararatne Research regarding occasional sales exemption.

Gregg Amber Review lender version ofPSA draft (0.8); revise list of open issues (0.7); working group conference calls re same (1.0); extensive correspondence with working group and with Bingham re same (0.5); review C. Parker proposed revisions to Lender PSA and correspondence with C. Parker re same (0.5); review new ERG PSA draft (1.0).
1.80
07/29/09
4.50
07/29/09
Cristy G Parker Review and comment on lenders' PSA (7.5); conference calls with lenders and working group re same (3.3).
10.80
07/29/09
Garett Sleichter Telephone conference with D. Passarell with Skadden regarding Beta due dilgence request.
Garett Sleichter
0.40
07/29/09
1.80
Telephone conference with Bingham and Skadden regarding lenders' proposed draft Purchase and Sale Agreement for possible credit bid on Beta assets. 07/29/09
Garett Sleichter
Research and respond to Skadden due dilgence request
1.10
regarding Beta assets.
07/29/09
Garett Sleichter
2.80
Research and respond to due diligence inquiries regarding Beta assets.

07/29/09
Garett Sleichter
0.30
Telephone conference re responses to objections to sale of Beta assets.

07/29/09
Garett Sleichter
2.50
Review Bingham draft Beta Purchase and Sale

Agreement for possible credit bid.
07/30/09
Gregg Amber
7.40
Additional disbursements may have been paid or incurred on your beha~ 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.
RUTAN & TUCKER, LLP

ATTORNEYS
AT LAW
Beta Asset Sale
023353-0034
Page No.9
Review revised Polytec PSA and prepare issues list (2.0); conference calls with internal working group and Dewey team regarding same (2.8); review final form of ERG PSA and TSA and extensive correspondence with working group re same (2.0); telephone conference with i. Kharasch re description of competing PSAs for auction (0.3); review response to sale oppositions (0.3).
07/30/09
Cristy G Parker Review and comment on revised Polytec purchase and sale agreement (3.5); draft and revise issues list re same for discussion at auction (1.6); offce conferences and telephone conferences with Polytec counsel re same (2.0).
Garett Sleichter
7.10
07/30/09
0.70
Review ERG bid submission and proposed Purchase and Sale Agreement for Beta Assets.
07/30/09
Garett Sleichter
7.10
Prepare disclosure schedules to Polytec Purchase and Sale Agreement for Beta Assets.
07/30/09
Garett Sleichter
0.70
Telephone conference with G. Amber, C. Parker, L. and G. Tywoniuk regarding Polytec draft Purchase Wolf and Sale Agreement for Beta assets.
07/30/09
Garett Sleichter
1.20
Conference call with Pacific Energy working group and Dewey attorneys regarding Polytec draft Purchase and Sale Agreement for Beta Assets.
07/31/09
Gregg Amber
Extensive communcations with working group
1.40
regarding issues relating to Beta auction (0.7);

conference call re auction (0.7).
07/31/09
Garett Sleichter
0.50
Review and respond to Skadden request for Beta due dilgence.
Additional disbursements may have been paid or incurred on your behalf and are nol reflected in this statement. An additional statement covenng such disbursements will be fumished to you.
The abbreviation (PA), (Le).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Beta Asset Sale

Page No. 10
023353-0034
07/31/09
Garett Sleichter
0.40
Conference call re Pacific Energy re Beta auction and status of sale of Beta assets.
189.30
$76,952.50

Long Distance Telephone
50.83
Color Copies
Direct Long Distance
37.80
94.51
Total Disbursements
$183.14
Total Curent Fees and Costs
Prior Balance Due
$77,135.64 127,053.78
$204,189.42
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $136,313.22
31- 60 DAYS $0.00
61- 90 DAYS $67,876.20
91-180 DAYS
$0.00
OVER 180 $0.00
Additional disbursements may have ben paid or incurr on your behalf and are not refleced in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Biling Att.
562509 023353 - 0035

James O'Neal
Date
August 6, 2009
Financing
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
9,015.00 9,015.00
Wire Instructions
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009

Account Name: Ruta & Tucker LLP
Additional disbursements may have ben paid or incured on your behalf and are not reflected in this statement.
An additional statement covering such disbursements will be fumished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS
562509
023353 - 0035
James O'Neal
Billing Att.
Date
August 6, 2009
Financing
REMITTANCE COpy
CURRENT INOICE SUMMARY:

Professional Fees
$
9,015.00 9,015.00
Wire Instructions
Union Ban of Californa 18300 Von Karan
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account ~urnber: 0630133009

Account ~aie: 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 suc disbursements will be fumished to you. Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT NO 9;3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950
(714) 641-5100

Attn: Ger Tywoniuk, Sf. VP and CFO
Invoice No.
Account No.
Billng Att.
562509 023353 - 0035

James O'Neal
Date Page
August 6, 2009
1
RE: Financing
07/01/09
Gregg Amber Telephone conference with P. Abelson regarding status ofPolytec due dilgence and offer (0.4); telephone conference with D. Katie re same and re new financing reorganization proposals (0.4); review term sheet, PowerPoint presentation and letter to Polytec regarding same (1.3); telephone conference with D. Katic and prepare subscription agreement template for NEWCO financing (3.4); telephone conference with K. MacInnes CO NEW re Canadian securities law implications of financing (0.2). Gregg Amber Telephone conference with K. MacInes re Canadian aspects to subscrption agreement (0.3); review and revise subscription agreement (1.3); correspondence with K. MacInes and D. Katic re same (0.2); telephone conference with M. Litvak re same (0.2); review and begin responses to Bingham due dilgence checklist (0.8).
5.70
07/02/09
2.80
07/06/09
Cristy G Parker Draft amendment to DIP facilty. Cristy G Parker Analyze issues relating to restrctions contained in DIP
1.00
07/07/09
1.90
Additional disbursements may have ben paid or incurr on yo behalf and are not reected in this statement. An additonal statement covering such disbursements wil be furnished to you.
The abbreviation (PA), (LC),or (OC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August 6, 2009
Invoice No. 562509
Financing 023353-0035
Page No.2
facilty (1.0); prepare DIP amendment (0.8); communicate with working group re same (0.1).
07/08/09
Cristy G Parker Communicate with working group re DIP amendment. Cristy G Parker Identify additional issues for inclusion in DIP amendment. Cristy G Parker Draft DIP facility amendment.
0.20
07/10/09
0.30
07/13/09
0.70
07/14/09
Cristy G Parker Draft DIP facilty amendment and exhibits thereto (2.2); communicate with working group re same (0.3).
Gregg Amber Review draft DIP Credit Agreement amendment (0.4); telephone conference with G. Tywoniuk and revise DIP Credit Agreement amendment (0.7).
Cristy G Parker Follow up with lenders' counsel re DIP facility amendment (0.2); prepare comparson of disclosure
schedule revisions requested by lenders (0.4).
2.50
07/17/09
1.10
07/20/09
0.60
07/31/09
Cristy G Parker Analyze issues re DIP facilty amendment needed.
1.10
17.90
$9,015.00

Total Balance Due
$9,015.00 173,909.39
$182,924.39
Additional disbursements may have been paid or incrr on your behalf and are not reflected in this statement.
An additonal statement covering such disbursements will be furnished to you. Th 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. Financing 023353-0035
August 6, 2009
Invoice No. 562509
Page No.3
ACCOUNS RECEIVABLE
o - 30 DAYS $104,946.50
31- 60 DAYS $0.00
61 - 90 DAYS $77,977.89
91 - 180 DAYS $0.00
OVER 180
$0.00
Addnional disbursements may have ben paid or incurr on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to yo.
The abbreviation (PA), (lC),or (DC) following an individual's name denotes paralegal, law clerX or document clerX.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CAUFORNIA 92628-1950 (714) 641-5100

Biling Atty.
562432 023353 - 0038

James O'Neal
Date
August 5, 2009
General Corporate Issues
INVOICE SUMMAY
CURRENT INOICE SUMMAY:
Professional Fees Fees and Costs Due Tbis Iuvoice
$ $
1,616.50 1,616.50
Wire Instructions
Union Bank of Californa 18300 Von Kannan 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.
Additonal disbursements may have ben paid or incrred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be fumished to you.
Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-351907
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Biling Att.
562432 023353 - 0038

James O'Neal
Date
Augut 5, 2009
Generl Corporate Issues
REMITTANCE COpy
CURENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
1,616.50 1,616.50
Wire Instructions
Union Ban of Californa
18300 Van Karan

Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Accowit Number: 0630133009 Accowit Name: Ruta & 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 refleced in this statement. An additional statement covering suc disbursements wil be furnishe to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegai. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

B1ing Att.
562432
023353 - 0038
James O'Neal
Date Page
August 5, 2009
1
RE: General Corporate Issues
07/01/09
Rushika Kumararatne Work extensively with Company on reconciliation of warant and stock issuances with financial statements. Rushika Kumararatne Telephone conference with client regarding matters
related to warants in connection with financial
statement reconcilations.
2.30
07/14/09
1.80
07/15/09
Garett Sleichter
0.70
Prepare updated fully diluted capitalization table as of

June 30, 2006.
07/30/09
0.10
Review banptcy case matters received from agents

for service of
process; forward same and prepare emaIl to
G. Amber.
4.90
$1,616.50
$1,616.50 10,485.50
Additional disbursements may have ben paid or incrred 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 docment clrk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August 5, 2009
Invoice No. 562432
General Corporate Issues 023353-0038
Page No.2
Total Balance Due
$12,102.00
ACCOUNTS RECEIVABLE
o - 30 DAYS $5,484.50
31- 60 DAYS $0.00
61- 90 DAYS $6,617.50
91-180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have ben paid or incurred on your behalf and are not refleced 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.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, llP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

Billng Att.
562476
023353 - 0039
James O'Neal
Date
August 5, 2009
Confidentiality Agreements
INOICE SUMMAY
CURRENT INVOICE SUMMAY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
$
2,277.50
84.1 0
2,361.60
Wire Instructions
Union Ban of Californa 18300 Von Karman
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Accooot Number: 0630133009 Accooot Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additonal disbursements may have been paid or incurred on yor behalf and are not reflected in this statement. An additonal statement covering such disbursements wil be furnished to you.
The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law cler\ or document clerK.
TAXPAYERS ACCOUNT
NO 95-3519021
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-6100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Att.
562476 023353 - 0039

James O'Neal
Long Beach, CA 90802
Date
August 5, 2009
Confidentiality Agreements
REMITTANCE COpy
CURRNT INVOICE SUMMAY:

Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
2,277.50 84.10 2,361.60
Wire Instructions
Union Ban ofCalifomia 18300 Von Karan
Irve, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account ~umber: 0630133009 Account Name: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
An additonal statement covering such disbursements wil be furnishe to you.

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

ATIORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
562476 023353 - 0039

James O'Neal
Date Page
August 5, 2009
1
RE: Confidentiality Agreements FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2009
07/06/09
Shigenobu Itoh Review and prepare correspondence with Pacific Energy regarding COO confidentiality agreement.
Shigenobu Itoh
0.90
07/07/09
0.80
Review and prepare correspondence regarding COO confidentiality agreement.
07/08/09
Shigenobu Itoh Review corresondence from Pacific Energy regarding
0.20
Smith & Smith PLLC confidentiality agreement.
07/08/09
Shigenobu Itoh
0.20
Review and prepare correspondence with M. Wiesinger regarding Smith & Smith confidentiality agreement.
07/09/09
Shigenobu Itoh
0.20
Review correspondence from M. Wiesinger regarding CIRI confidentiality agreement.

07/09/09
Shigenobu Itoh
0.30
Review and prepare correspondences with M. Wiesinger and J. Arlington regarding Salamatof confidentiality agreement.
07/10/09
Gregg Amber
0.30
Additional disbursments may have ben paid or incrr on yor behalf and are not reflected in this statement.
An additional statement covering suc disbursements wil be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law cleJi or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
Page No.2
Review DNR comments on NDA and correspond with J. Arlington and S. Itoh re same.
07/10/09
Shigenobu Itoh Review and prepare correspondence with M. Wiesinger and J. Arlington regarding Salamatof confidentiality agreement (.2); telephone conferences with M. Wiesinger and J. Arlington regarding same (.5).
0.70
07/10/09
Shigenobu Itoh Review and prepare response to DNR regarding Proserv report (.5); telephone conference with J. Arlington regarding same (.8).
Shigenobu Itoh Review and prepare correspondence with Pacific Energy team regarding DNR confidentiality issues (.4); telephone conference with J. Rainwater and J. Arlington regarding same (.9).
1.30
07/13/09
1.30
07/14/09
Shigenobu Itoh Review correspondence from G. Amber regarding Ocar and Polytech confidentiality agreements (.2); review confidentiality agreements (.2) and prepare correspondence to G. Amber regarding same (.2).
0.60
6.80
$2,277.50

Duplication
84.10
Total Disbursements
$84.10
Total Curent Fees and Costs
Prior Balance Due

Add~ional disbursements may have ben paid or incurred on your behalf and are not refleced in this statement.
$2,361.60 21,440.00
An addional statement covenng suc disbursements wil be furnishe to you.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
Page No.3
Total Balance Due
$23,801.60
ACCOUNTS RECEIVABLE
0- 30 DAYS $4,596.60
31- 60 DAYS $0.00
61- 90 DAYS $19,205.00
91-180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have ben paid or incurr on your behalf and are not reflected in this statement.
An additional statement coering such disbursements will be fumishe to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegl, law clerk or document derk.
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 i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
562433
023353 - 0040
James O'Neal
Date
August 5, 2009
General Contract Review and Preparation
INVOICE SUMMARY
$
915.00 915.00
Wire Instructions
Union Ban 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.
Add~ional disbursements may have ben paid or Incrr 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 cler or document cierI"
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANON BOULEY ARD 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 ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
562433
023353 - 0040 James O'Neal
Date
August 5, 2009
General Contract Review and Preparation
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITANCE ***
915.00 915.00
Wire Instructions
Union Ban of
a fomi Cali 18300 Von Kannan 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.
An additional statement covering such disbursements wil be fumishe to you.

Th 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 LAW
A PARTNERSHIP INa.UDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
562433 023353 - 0040

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

07/01/09 Gregg Amber Review Master Service Agreement sent by M. Cervi and correspondence with M. Cerv re same.
Garett Sleichter
0.30
07/01/09
1.70
Review and prepare edits to Color Broadband Communcations agreement.

07/16/09
Garett SleIchter
0.30
Telephone conference with B. Lyng discussing comments to Color Broadband Communications Antenna Site License agreement.
2.30
$915,00

Total Balance Due
$915.00 5,250.00
$6,165.00
men\.
Additional disbursements may have been paid or Incurr on your behalf and are not reflected in this state
An additinal statement covering such disbursements wil be furnished to you.

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

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $1,732.50
31- 60 DAYS $0.00
61- 90 DAYS $4,432.50
91 - 180 DAYS $0.00
OVER 180
$0.00
An additional statement covering such disbursements wil be fumished to you.

The abbreviation (PAl, (LCl,or (DC) following an individual's name denotes paraleal, law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519D27
RUTAN & TUCKER. LLP

AlTORNEYS AT IJW
611 ANTON BOULEY ARD SUITE 1400
POST OFFICE BOX 1950

Invoice No.
Account No.
Biling Atty.
562434 023353 - 0041

James O'Neal
Date
August 5, 2009
Securities Issues
INVOICE SUMMARY
CURRNT INOICE SUMMARY:

Professional Fees
275.00 275.00
Wire Instructions
Union Ban of
Californa
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Referece: Please refer to the invoice number listed above.
An additional statement covering suc disbursements wil be furnished to you.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

Attn: Ger Tywoniuk, Sr. VP and CFO

Biling Att.
562434 023353 - 0041

James O'Neal
Date
August 5, 2009
Securities Issues
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITANCE ***
CURRENT INV01CE SUMMAY: Professional Fees Fees and Costs Due This Invoice
275.00 275.00
Wire Instructions
Union Bank of Californa
18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 I 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incrred on your behalf and are not refleced in this statement.
An additional statement covenng such disbursements wil be furnshed to you.

Th abbreviation (PA), (LC),or (DC) followng an individual's name denotes paraleal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-35190Z7
RUTAN & TUCKER, LLP

ATTORNS AT LAW

Att: Ger Tywoniuk, Sr. VP and CFO

Billng Att.
562434 023353 - 0041

James O'Neal
Date Page
August 5, 2009
1
RE: Securities Issues

07/07/09
Cristy G Parker Office conferences re stockholder request for information regarding transferabilty of PERL stock.
Catherine Parsons Communicate with broker and stockholder regarding
0.20
07/07/09
0.20
their shares and the curent banptcy proceedings.

07/29/09
Cristy G Parker Analyze and comment on request for opinion re legend

removaL.
0.30
Total Hours
Total Professional Services
0.70
$275.00
$275.00 50,042.49
$50,317.49
Total Balance Due
An additional statement covering such disbursements wil be furnshed to you.

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

AlTORNEYS AT LAW
Pacific Energy Resources Ltd. Securities Issues 023353-0041
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $500.00
31- 60 DAYS $0.00
61- 90 DAYS $49,817.49
91-180 DAYS $0.00
OVER 180 $0.00
Additional disbursements may have been paid or incrrd 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 (oe) following an individual's name denotes paralegal. law clerk or document clerk.
EXHIBIT B
// io!
~~-3r~ - 6l
..
~1~\~~im\~II~UII'
*AP1062581*
~~.~!!"i~;~
Aurora Ck~1 G5 07/ :6/09 12:21

==::::==== Order# 0013Ut,b :;::::====0979
* ***** ****** **** **** ******** * *** ll:j* ** ~:j**:j**** G U E S T Receipt ********ll
:** ** * ***** *** *****:i********* ** ** **** *
Greek Pizza 11.35
Browni e 2.35
Subtoti) 13.70
Tax 1.14.90 20 TOTAL
Vendor "YalC\ t)"3

Session ID - ~,.3a tj
Request j D ~
Quick Check 0
(Accountin~
\ Ba 1 ance Due
Account II 25718
14 l 90
~O
USE YOUR Member CARD--- Take ADVANTAGE
Tip . ;;.~
TOTAL _&_.!l.
*PlEASE PAY CASHJ ER*
\~e Appreciate
). i\oj i~' l:, 'I.,
\ ; tl r i .." ....1
USE OF PETTY CASH FUNDS (Please attach all receipts)
j:
.: \. 1
i Approved By: ,. ~ 7'

i OIL Code:
I~ ,./
. WIN ASH!lEE 'rEVERSE.
/,.' .
IN CASH! SEe REVERSE.
WIN CASHI SE:
0" 0" i. CT (Y en 0 l. 0" ~ 0" co 0".., 0 0
l"'"'N\. N ri u:~u:;o M
Ef Ef ~
o o N
OJ
i- C"
-0"
~ ~ ~ &l r't ~~od u. g5U 0 u. 0: ~:zc? i- :i i=:~~ 0 U :z :: u. o :z 4: -.

od od
CD
-- :: -,
I a: 4:
-. e .. Ole -c
'r- . CD co
c: u en '-
~ ~
%:
o e (" -0 U'OLU c: i ..
E.~~~
QJ 0
/0 :: i- t!
wI- ~
:z W:: 0:
cr 0)..-:. 3:~O 0
inI:ti ~ ..
inu
w If .~
~,
0: :::z3: :: .. :xtf ci0- i0: :i c: c. ci :: u i- .. ci". '-::u.o: o u. c: u :: c=

i
l0 -i-
-..
0 w
.. 3. C'
.q x ia; 0
~ i-
l- i-
:i en
u. ~
%
o 'fT ~+- c.3=

Q) 0 o-r'
.q
a; :i
U
g
C"
~ ~ ;; 'I-
o -~(I 3~ (. (.3,i-. :: '" c:

3: .. co -i
719/09999'1-0075
IO(i-14.0Io0'1Il/OS
TGI FRIOAYS 1903
.\
1-714-540--2227
601 Anton Blvd
Costa Mesa, Ca
o -~
..
c-
714-540-2227
o o !:
r: Sharon
11 :49 AM
07/24/2009
20004
(l
~ ~
\
~~ ~~ 0.': - .. " .. ~
/1
a v.
s: 1
'"
1t II:
Type: F To Go
z.
_' Friday's To Go
~
8.49 8.99
Tuscan Spinach Oip
Cobb Salad
Enjoy an appetizer on us!
:: .. n -'" o VI ..
::
.. (/
c:
'" m (1 0
P1 ease ca 11 1-800-479-36
~"
(1 "Q
to do a shrt and Quick survey
(l m
within 48 hours. tell us ab
'isit an get any apptizer
$a free on your next vislt. receipt and a valid code is red to redii this offer.
~~ (l n
= V) i: -i ~ :i
"0 c:
(" g ..
V ~
-. 'T
ated recipt good for
.ys from date of purchse.
lation Code (iich you

(' (' ..
be given whe you ca 11).
"- (J 0
vr z
fa 1 id wIth Any Other Offers,
iunts, or Promtlon
17 .48
s.;a~ ~igist
Subtota i Tax
1.53
19.01
Tota 1
Balance Due ~ 19.01
Here at TGIFriday's t~ kfriv;'- (!
p.xoectations. 1f YOU feel l~~ ~

achi
all 0
to exceed your highes~'i
03~8r
USE OF PETT CASH FUNDS

(Please attach all receipts)
Date:
cfcl)
(
OIL Code:
en "" rg '" '" ~ g '"
0' en en
--.. ~ ." ..
"1 ,. ~ ..
r..
..
t: -.. '"
'. Qlg..
rII
C; .. Q (0 it ~ ..
..
~ 't '"
. I I
. '" .
U".- . , ~_cn~i. ~ _CUIlCO OJ :i ic: C! i CQQloco o co ..In iO w U l- .. _ (, ..l-- ,CD

a 0' .. .. C"
". C7 .. II .. .. c: ." '"
",.nr-
l" N
:po;~CU. "" c: .. i: C +" g '" .. '" .," "
C
C!
= u
o
-' w
! :
cl
~
.. .. .. .. .. .. ..
~
C a: :. '"
OJ W
.. ""
II ""
.. '" ti! '" ~ .. '" c- .: 10 ,Q = (. ;: .. c."" "" _
~ ~ ..
.. ..
c:
..
.. .. i""
.. OJ o -g t7 ~ : -. t:
C I-.. 1: ~ U
i :! II
729/099999.075
1064 14.01 a0/11108

FOR THE DISTRICT OF DELAWARE
In re:
)
Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.
)
)
Case No. 09-10785 (KJC) (Jointly Administered)
AFFIDAVIT OF SERVICE
STATE OF
DELAWARE )
) ss:
COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of
Pachulski Stang Ziehl & Jones LLP, attorneys for the
Debtors in the above-captioned action, and that on the 1 ih day of August, 2009 she caused a
copy of
the following document(s) to be served upon the paries on the attached service lists in
the manner indicated:
Notice and Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to the Debtors for the Period July 1-31,2009
DEBR L. YOUNG
NOTARY PUIC
STAte OF DELAWAR
ai ... IIJI exp JW 18, 201
i The Debtors in thes c es, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of
the Debtors is 111 W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacifc Energy Resources Ltd.
Hand Delivery
(Counsel to Offcial Committee of
Fee App Service List

Case No. 09-10785
Document No. 147432
Unsecured
03 - Hand Delivery 06 - First Class Mail
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
1313 Market Street Wilmington, DE 19899
(Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources ILL We. Ocean Boulevard, Ste 1240 Long Beach, CA 90802
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
101 00 Santa Monica Blvd., 11 th Floor
First Class Mail (Debtors)

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

(via First Class Mail) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C.
Republic Center
Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Offce of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35
325 N. S1. Paul, Ste 1250 Dallas, Texas 75201
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail

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

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

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

10000015520

Încărcat de

Informații document

Descriere originală:

Drepturi de autor

Formate disponibile

Partajați acest document

Partajați sau inserați document

Opțiuni de partajare

Vi se pare util acest document?

Este necorespunzător acest conținut?

Drepturi de autor:

Formate disponibile

10000015520

Încărcat de

Drepturi de autor:

Formate disponibile

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR

Objections Deadline: September

entered on or about May 1, 2009

Period for which Compensation and

Amount of Compensation Sought as

Amount of Expense Reimbursement Sought as Actual, Reasonable and

2123/023353-0031 1031433.01 a08/14/09

PRIOR APPLICATIONS FILED

March 31, 2009

April 1, 2009 to $124,537.50

April 30, 2009

June 1, 2009 to $148,667.50

June 30, 2009

Parer since 1998;

Member of CA Bar since 1981; Member of Co orate L

Member of the Bar since 1969; Member of Co orate Law Grou

Parer since 2005;

Member of CA Bar since 1995; Member of

Co orate Law rou

Member of CA State Bar since 1999; Member of

Co rate Law Grou

Associate since 2002;

Member of CA Bar 2000;

Parer since 2008;

Paralegal since 2002;

Member of Corporate Law Grou

Total Hours: Blended Rate:

$327,090.00 739.8 $ 442.13

Dated: August 1J., 2009

RUTAN & TUCKER, LLP

Costa Mesa, Californa 92626-1931

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

PACIFIC ENERGY RESOURCES LTD., et al.,l

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

Objections Deadline: September

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

Expense Reimbursement of Professionals and Committee Members," entered on or about

this Application, Rutan respectflly represents as follows:

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

2. The Court has jursdiction over ths matter pursuant to 28 U.S.C.

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

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

interim compensation and reimbursement for expenses, pursuant to the procedures

the requested expenses. Beginnng with the period ending

Rutan, as special corporate and litigation counsel to the

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

RUT AN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

or on behalf of the Debtors.

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

procedures approved by this Cour and the Banptcy Code.

$82,186.00 in fees and $1,389.62 in expenses with

$99,224.802 in fees and $10,542.35 in expenses with respect to its second

2 Under the Administrative Order, Rutan should have received approval of

and $196.50 in expenses. The fourt fee application remains pending.

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

than in a case under the Banptcy Code.

Delaware. Ruta's photocopying machines automatically record the number of copies

into a device attched to the photocopier. Rutan sumanzes each client's

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

Summary of Services Rendered