IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

) ) ) ) )

Chapter 1 1

Case No. 09- 1 0785 (KJC)

(Jointly Administered)
Objection Deadline: November 3,2009

Hearing Date: Only If Objections Are Timely Filed

SIXTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OFMILLSTREAM ENERGY, LLC, AS ENGINEERING CONSULT ANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD AUGUST 1.2009 THROUGH AUGUST 31. 2009
Name of Applicant:
Milstream Energy, LLC

Authorized to Provide Professional

Services to:

Debtors and Debtors in Possession

Nunc Pro Tunc to March 9, 2009 by order

Date of Retention:

Period for which Compensation and

Reimbursement is Sought:

entered on or about May 15,2009 AUGUST 1,2009 through AUGUST 31,

20092

Amount of Compensation Sought as Actual,

Reasonable and Necessary:

$ 8,775.00
$ 1,549.22

Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary:

This is a: i monthly interim _ final application.

The total time expended for fee application preparation is approximately 3.00 hours and the corresponding compensation requested is approximately $900.00

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

i The Debtors in these cases, along with the last four digits of each of

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 mailng address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 The applicant reserves the right to include any time expended in the time period indicated above in future
application(s) if it is not included herein.

68773-002\DOCS_DE: 148984. 1

PRIOR APPLICATIONS FILED

Date Filed
June 8, 2009

Period -:

Covered
March 9

Requested Fees
$33,450.00

Requested Expenses
$91.70
0

Approved
Fees $33,450.0

- Approved
Expenses
$91. 70

through March

31,2009
June 23,
April 1

$36,750.00

$823.70

$36,750.00

$823.70

2009
June 23,

through
April 30, 2009 May 1 through May 31, 2009
June 1 through
June 30, 2009

$52,350.00 $49,680.00
$10,776.00

$3,476.28
$2,936.13
$0.00

$52,350.00 $49,680.00 $10,776.00

$3,476.28 $2,936.13
$0.00

2009
July 16,

2009

September 10,2009

July 1 through
July 31, 2009

MILLSTREAM PROFESSIONAL
Name of

Professional Individual

Positinofthe Applicant,
Number of Position, Years in

that

Prior Relevant.
Practice, A.rea of

Experience, Year of Obtaining

License to

Hourly Biling Rate (including Changes)

$300.00

Total Hours

Total Compensation

Biled

Exertise
Mark A. Clemans

Professional Engineer; Active TX License #91254; Industry Experience 22 Years

29.25

$8,775.00

COMPENSATION BY CATEGORY

Project Categories
Reservoir engineering and/or economic evaluation work for PEC's

Total Hours
10.75

Total Fees
$3,225.00
$900.00

California Offshore properties

Fee Application preparation and time sheet formatting for 4th

3.00
15.50

Monthly Fee Application and 1 st Quarerly Fee Application ReservQir engineering and/or economic evaluation work for PEC's Alaska offshore and onshore properties

$4,650.00 $8,775.00

Totals

29.25

68773-002\DOCS _DE: i 48984.1

EXPENSE SUMMARY

Expense Category
Data Acquisition Airfare Transportation Travel Meals

Service ProviderJ
(if applicable)
.

Total Expenses
$639.60 $627.70 $243.35 $38.57 $1,549.22

IHS Energy Services Continental Airlines Affordable Limo, Obi Transportation, Yellow Cab Various

Total

3 Milstream may use one or more service providers. The service providers identified herein below are the primary
service providers for the categories described.

68773-002\DOCS_DE: 1 48984. 1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWARE

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Case No. 09- 1 0785 (KJC)

Debtors. )
)

(Jointly Administered)
Objection Deadline: November 3,2009

Hearing Date: Only If Objections Are Timely Filed

SIXTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC, AS ENGINEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM AUGUST 1.2009 THROUGH AUGUST 31. 2009
the United States Code (the "Banruptcy

Pursuant to sections 330 and 331 of

Title 11 of

Code"), Rule 2016 of

the Federal Rules of

Bankptcy Procedure (collectively, the "Bankptcy

Rules"), and the Court's "Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing
Procedures for Interim Compensation and Expense Reimbursement of Professionals and

Committee Members," entered on or about April 8, 2009 (the "Administrative Order"),

Milstream Energy, LLC ("Milstream"), engineering consultant to the Debtors and Debtors in
Possession ("Debtors"), hereby submits its Sixth Monthly Application for Compensation and for
Reimbursement of Expenses for the Period from August 1, 2009 through August 31, 2009 (the
"Application").

i 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 mailng address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _DE: 148984.1

By this Application Milstream seeks a monthly interim allowance of compensation in the

amount of$8,775.00 and actual and necessary expenses in the amount of$1,549.22 for a total
allowance of $10,324.22 and payment of

$7,020.00 (80% ofthe allowed fees) and

reimbursement of$1,549.22 (100% of

the allowed expenses) for a total payment of$8,569.22 for

the period August 1, 2009 through August 31, 2009 (the "Interim Period"). In support of this

Application, Milstream respectfully represents as follows:

Backe:round
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary
petitions for relief under chapter 1 1 of the Bankptcy Code. The Debtors continue in possession

of their properties and continues to operate and manage their business as debtors in possession
pursuant to sections 1 107(a) and 1108 of the Bankruptcy Code. A Committee of

Unsecured

Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has
been appointed in the Debtors' chapter 11 cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

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

3. On or about April 8,2009, the Court entered the Administrative Order,

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

compensation and reimbursement for expenses, pursuant to the procedures specified therein.

The Administrative Order provides, among other things, that a Professional may submit monthly
fee applications. Ifno objections are made within twenty (20) days after service of

the monthly

fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the

68773-002\DOCS _DE: 148984.1

requested fees and one hundred percent (100%) of

the requested expenses. Beginning with the

period ending May 31, 2009, at three-month intervals, each Professional shall fie and serve an
interim application for allowance of the amounts sought in its monthly fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the Court.
4. The retention of

Milstream, as engineering consultant to the Debtors, was

approved effective as of

the Petition Date by this Court's Order Authorizing Retention of

Milstream Energy, LLC as Consultant Nunc Pro Tunc to the Petition Date," entered on or about

May 15, 2009 (the "Retention Order"). The Retention Order authorized Milstream to be
compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket
expenses, along with certain sales transaction fees, equity investment fees, and termination fees.

MILLSTREAM'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which Milstream requests compensation were performed

for or on behalf of

the Debtors.
6. Milstream 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 Milstream and any other person for the sharing of compensation to be

received for services rendered in this case. Milstream has received payments from the Debtors
during the year prior to the Petition Date in the amount df$137,850.00, in connection with the

68773-002\DOCS_DE: 148984. 1

preparation of engineering reserve reports and preparation for asset sale efforts. Milstream was
owed $20,550.00 as of

the Petition Date for engineering consulting services but the claim for

such amount was waived.

Fee Statements
7. The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by Milstream during the
Interim Period. To the best of

Milstream's knowledge, this Application complies with sections

330 and 331 of

the Banuptcy Code, the Bankptcy Rules and the Administrative Order.

Milstream charges for its professional services are based upon the time, nature, extent and value
of such services and the cost of comparable services.

Actual and Necessary Expenses

8. A summary of actual and necessary expenses incurred by Milstream for

the Interim Period is attached hereto as part of Exhibit A.

Summary of Services Rendered

9. The professional services rendered by Milstream are from its sole

principal and practicing engineer, Mark A. Clemans. The services provided for the Interim

Period are in connection with providing technical analyses, materials, and presentations related

to reserves and valuations of the Company's California and Alaskan oil and gas assets. The
predominant work for the Interim Period was developing an engineering database with forecasts
of

reserves and net cash-flows for offset Alaskan properties including Middle Ground Shoal

68773-002\DOCS_DE: 148984. 1

Field. Milstream also participated in technical presentation meetings for potential acquisition
companies and provided follow-up data requests and conference calls. Detailed daily reports
describing all services are shown in Exhibit A.

Valuation of Services
10. Milstream expended a total

29.25 hours in connection with their

representation ofthe Debtors during the Interim Period, as follows:

Name of Professional

Position.

Individual

the Applcant, Number of Years in that

of Position,

Hourly

Biling
Rate (including Changes)
$300.00

Total Hours

Total Compensation

Prior Relevant
of Obtaiiing
Practice, Area .of

Biled

Experience, Year Licens.e to

Exertise
Mark A. Clemans

Professional Engineer; Active TX License #91254; Industry

experience 22 years

29.25

$8,775.00

1 1. The nature of work performed by Milstream is fully set forth in Exhibit A

attached hereto. The fees are for Milstream's normal hourly rates for work of

this character.

The reasonable value of the services rendered by Milstream for the Debtors during the Interim
Period is $8,775.00.
12. In accordance with the factors enumerated in section 330 of

the

Banptcy Code, it is respectfully submitted that the amount requested by Milstream is fair and
reasonable given (a) the complexity of

the case, (b) the time expended, (c) the nature and extent

of the services rendered, (d) the value of such services, and ( e) the costs of comparable services.
Moreover, Milstream has reviewed the requirements of

DeL. Bank. LR 2016-2 and the

Administrative Order and believes that this Application complies with such Rule and Order.

68773-002\DOCS_DE: 148984. 1

WHEREFORE, Milstream respectfully requests that, for the period August 1,

2009 through August 31, 2009, an interim allowance be made to Milstream for compensation in

the amount of$8,775.00 and actual and necessary expenses in the amount of$1,549.22 for a
total allowance of$10,324.22, and payment of$7,020.00 (80% of

the allowed fees) and

reimbursement of$1,549.22 (100% of

the allowed expenses) be authorized for a total payment of

$8,569.22 and for such other and further relief as this Court may deem just and proper.

Dated: September 8, 2009

MILLSTREAM ENERGY, LLC

By

Mark A. Clemans, Sole Owner

Engineering Consultants for Debtors and Debtors in Possession

68773-002\DOCS _DE: 1 48984. 1

Dated: ~!31:el\lbel 8,2009

MILLSTREAM ENERGY, LLC

Oc~e( \1.

By ffwbA. ~
Mark A. Clemans,

Sole Owner

Engineering Consultants for Debtors and

Debtors in Possession

68773-002\DOCS _DE: 148984. i

VERIFICATION

STATE OF DELAWARE

COUNTY OF NEW CASTLE :

Mark A. Clemans, after being duly sworn according to law, deposes and says:

a) I am the sole owner and manager of the applicant Milstream Energy, LLC

("Millstream").
b) I am thoroughly familiar with the work performed on behalf of the Debtors by

Milstream.
c) I have reviewed the foregoing Application and the facts set forth therein are true and
correct to the best of my knowledge, information and belief. Moreover, I have reviewed DeL. Bankr. LR

2016-2 and the Administrative Order entered on or about April 8, 2009, and submit that the Application

substantially complies with such Rule and Order.

f(~.~
Mark A. Clemans
SWORN AND SUBSCRIBED

before me this ~ay of ~kr . 2009.

JEFERY F. CARSON

No Pu Sl oI1lX

u,Qi ei
.uV 2S 2.12

My Commission Expires: November 4, 2009

68773-002\DOCS _DE: 148984.1

EXHIBIT A

42 1 25-001\DOCS_DE:6375.

Milstream Energy, LLC

4918 Menlo Park Drive

INVOICE
PACIFIC ENERGY RESOURCES
INVOICE: 10
DATE: OCTOBER 14, 2009

Sugar Land, TX 77479

Phone (281) 910-0245

EIN: 26-4064753

TO: PACIFIC ENERGY RESOURCES

FOR: ENGINEERING CONSULTING FEES

Attention: Gerry Tywoniuk 111 West Ocean Blvd, Suite 1240 Long Beach, CA 90802 (562) 628-1526

Period: August 1 -August 31, 2009

(Post-petition period re US Chapter 11 filing)

DESCRIPTION

HOURS

RATE

AMOUNT

Compensation Consulting Fees (post-petition hours only)

29.25

$300.00

$8,775.00 $1,549.22
$10,324.22

Necessary Expenses (post-petition expenses only)

Total Allowance

(see attached time-sheets, summaries)

Payable Consulting Fees (1 80%

$7,020.00 $1,549.22 $8,569.22

Payable Expenses (1 100%

Total Payable

Wiring Instructions:
First Receiving Bank: Southwest Corporate FCU

TOTAL

US$8,569.22

7920 Beltline Rd Dallas, TX 75240 ABA#: 311990511

Credit To: Coastland FCU 2644 North Causeway Blvd.

Metairie, LA 70002 ABA# 265075304

Further Credit To: Millstream Energy, LLC
Account #: 170835

Signed: s/: Mark A. Clemans

Payment due 20 days upon receipt

Milstream Energy, LlC

Time Sheet
Pacific Energy Resources

For the Period August 1 to August 31, 2009

Hourly Biling Rate:

Matter
Location

Date

-Total' Fes

Ce Descriptlon

18-Aug'(9
LB Office LB Office

5.50
T rave i Hou-LB

1650.00

CA Prepare presentation on Beta reserves and ecos for Silverpoint & Riverstone
CA Participate in presentatIon meeting and discussion on Beta with Riverstone, Dynamic Offshore, & PEC AK Meet with PEC on AK sensitivity engineering runs for Middle Ground Shoal & Granite Point

19-Aug-09 19-Aug'(9
Hou-HO
Hou-HO

4.00 2.00

1200.00 600.00

20-Aug'(9

1.25

375.00

CA Prepare follow-up date requests for Riverstone and Dynanic post meeting
AK Search AK DNR website for MG5 well records and production data AK Prepare engineering estimates of reserves and cash-flows in Ph D Win for Middle Ground Shoal Field

23-Aug'(9
Hou-HO Hou-HO Hou-HO

2.50

750.00

24-Aug'(9

6.50

1950.00

25-Aug-09

4.50

1350.00

AK Continue Middle Group Shoal estimate work and review with PEC, format output for finaincal model

31-Aug'(9

3.00

900.00

AR Prepare interim monthly fee applications and response to Fee Auditor's report

Total Hours.

'29;25

8,775.00

Matter
Work Description:

Hours by

Fees by

Codes:

Matter Code

AK

AR

CA

eR

LC

Reservoir engineering and/or econimic evaluation work for PEe's Alaskan properties Consulting Agreement preparation/ Fee Application for US Bankruptcy Court submital Reservoir engineering and/or econimic evaluation work for PEe's Offshore CA properties Preparation and presentation work for PEe's capital raise efforts (road-show presentations) Prepare for and/or participate in Lender update/Issue conference calls hosted by Zolfo

RG

Engineering work related to regulatory filngs

Analyses, review and presentation of data and material related to 3rd party reserve reports and sensitivity runs Analyses and work related to PEe marketing/sales process of AK properties thru Lazard and/or CA properties thru Albrecht & Associates

RP

SP

TM

TK

Coordinate techincal meet reviews with Company reserve consultants and associated data requests Travel and working PEC matters
Travel for business meetings

TR

15.50 3.00 10.75 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Matter Code 4,650.00 900.00 3,225.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Expense Record

Aug-09

ED
IHS production data purchase for Beta reserve analyses

Data Airfare (Cont)

TA
TR
Transporation to IAH for Long Beach Trip

Airfare from Houston to Longbeach, CA (return was to Denver for other client mtg)

Trans to IAH

Travel Bus Meal

TM
TR
Transporation from LAX to PEC Office

Travel Meal at airport

OBI Trans (LA)

Travel Bus Meal

TM
TR

4-Aug-09 16-Aug-09 18-Aug-09 18-Aug-09 18-Aug-09 19-Aug-09 19-Aug-09

Travel Meal at airport Taxi from Longbeach to LAX

Taxi

Total Report

639.60 627.70 80.00 35.29 80.00 3.28 83.35 1549.22

;S~~n~:~~t~J~$qkV,:~J:t::.;~~P.g:IJs-~..'~~~;~",'::t,t~&o.;~,~t~faJ;:~j

CM

ED

.TC'talt;c..

TA

TR

TH

TM

Communications Data Acquisition Travel-Airfare Transportation Travel-Hotel Travel-Meal Business Meal

BM

0.00 639.60 627.70 243.35 0,00 38.57 0.00

Continental Airlines - Than You for Choosing Continental Airlines

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mn
Meal: Snack
No Special Meal Offered.
(l Elite Uoorade Fare

Name of Mark A.

Payment Information

Cardholder: Clemans Card Type: Visa

Denver, CO (DEN) to Houston, TX (IAH - Intercontinental)

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Note: You are arriving Los Angeles, CA (LAX) and departing

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Passengers
Mr. Mark A. Clemans
Seat Assignments: IAH - LAX: 2A

Trip Alert: Frequent Flyer: E-mail Address: Home Phone:

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3950 S. Terminal Rd., Space 33 Bush Intercontinental Airport

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Ticket :511

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Sa i e :

COP 'r 08/18/2009 21 : 09 : 11

Name: Acet: Exp : Card:

MARK A ************3364 ***** Visa

CLEMANS

IG
05 : 39pm

Auth: 002232 Roc: N468601

Me rchant ID: 67235500030

TORE: 00513 REG: 004 CASHIER: LEANY ~

USTOMER RECEIPT COPY \j

!ATURE VALLEY OATS N HON

Transaction tl~3

08/18/2009

6000264694 1 ~ .99
IASANI BOTTLED WATER 20

.99 N

19000009774 1 ~ 2.29
;UBTOTAL
'OTAL

2.29 N

I nvo i ce tl 2419 T9t~J:. .._ en_LtG

Response: Success

Ace: ************3364 Entry: Sw i ped

Card Type: ~ VISA

=======~=~==~=====~=======~==========~~==

Amount:

$30 .29

+ Tip:

$ ~Q:
$ '~S.Z

3.28

3.28
3,28

MOUNT TENDERED

Auth . Code: . 001448

Refereli.~e No.: .'.: 003651392504

= Total:

lisa
ACCT: ************336~ EXP.: p ****
APPROVAL; 002325
iOTAL PAYMENT
rransact Ion; 136862

CUSTOMER COP't

x
I agree to paYabove totaTimounT----' according to card issuer agreement

3.28 MA't THE FORCE BE

8/1912009 5; 08 f WITH 'tOU .

==================== ================~~===

562-208-1267

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INVOICE
DATE AUG/04/2009

INVOICE NO.

4426817

ACCOUNT NO.
0009996 -09070 174611

BILL TO:

NATIONAL I.D. 0009996

MI LLSTREAM ENERGY LLC MARK A CLEMANS 4918 MENLO PARK

Please remit to:

IHS Global Inc.

SUGAR LAND, TX 77479

USA

Department Number 142

Denver, Colorado 80271-0142
INQ.UIRIES: (303) 736-3000
OR TOLL FREE OUTSIDE OF COLORADO: (800) 645-3282

Federal Tax ID: 22-2721160

Please return attached copy to insure proper credit.

THANK YOU.

SHIP TO: MI LLSTREAM ENERGY LLC MARK A CLEMANS

4918 MENLO PARK SUGAR LAND. TX 77479

USA

PRODUCT PROJECT# DESCRIPTION

QTY

UNIT PRICE EXTENDED AMOUr

9690010

SALES DOCUMENT: 09070307 PRODUCTION PI/DWIGHTS PLUS ONLINE SALES TAX .. .. ~ .. .. . . .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..

600.00 39.60
639. 60

f~

INVOICE TOTAL (DUE IN U.S. DOLLARS)..............

tl r~ ~~~ l6F1
~(0/()9

PAGE

REMITTANCE

PI r=lI~r= DlIV i::i~nl\ TI..lI::i 11\1\lnlr.r=

Ti:CIIAC I\i:T '2n nAVC

OTI\Tt:..H=~I"'t' ,("C"1 .i-M ,... __,.. ._"'..

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

) )

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

Case No. 09- 1 0785(KJC)

) (Jointly Administered) ) ) Objections Deadline: November 3, 2009 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (ii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties")

Milstream Energy, LLC ("Milstream"), engineering consultant to the debtors

and debtors in possession in the above-captured case (the "Debtors"), has filed its Monthly
Application for Compensation and Reimbursement of Expenses of Milstream Energy, LLC as

Engineering Consultant to the Debtors and Debtors in Possession, for the Period from August
1, 2009 through August 31, 2009, seeking compensation for services in the amount of $8,775.00

and reimbursement of costs incurred in the amount of$1,549.22 (the "Application").

PLEASE TAK FURTHER NOTICE that objections, if

any, to the Application must

be made in accordance with the Administrative Order Under 11 U.S.c. 105(a) and 331

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Bankptcy Court for the District of Delaware, 824

Market Street, Wilmington, Delaware 19801, and received by no later than November 3, 2009 at
4:00 p.m. (the "Objection Deadline").
i 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 mailng

Objections or other responses to the Application, if any, must also be served so

that they are received not later than November 3,2009, by: (a) the Debtors, (1) Pacific Energy

Resources, III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry
Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York,

NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1)
Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE

19899-8705, Attn: James E. O'Neil, Esq., Fax: 302-652-4400, e-mail: ioneil~pszilaw.com

and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles,

CA 90067-4100, Attn: Ira D. Kharasch, Esq., Fax: 310-201-0760, e-mail:

ikharash~pszilaw.com; (c) the Office of

the United States Trustee, J. Caleb Boggs Federal

Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn:
Joseph McMahon, Esq.; and (d) counsel for the Offcial Committee of

Unsecured Creditors (the

"Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los Angeles,

CA 90067, Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper~steptoe.com
and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington,

DE 19801, Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icarignan~pepperlaw.com (the "Notice Parties").

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

Application are timely fied, served and received, a hearng on the Application will be held at the

convenience of the Bankruptcy Court. Only those objections made in writing and timely fied
and received in accordance with the Administrative Order and the procedures described herein

wil be considered by the Banptcy Court at such hearing.

the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

address for all of

PLEASE TAK FURTHER NOTICE that, pursuat to the Admstrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the

Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent

of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the
expenses not subject to an objection without the need for further order of

the Bankruptcy Court.

Dated: October 14, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Counsel for Debtors and Debtors in Possession

68773-002\DOCS_DE: i 53936. i

In re: )
STATE OF DELAWARE )
) ss:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE
Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. )
)

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 14th day of

October, 2009 she caused a

copy of

the following document(s) to be served upon the parties on the attached service lists in

the manner indicated:

Milstream Energy, LLC as Engineering Consultant to the Debtors for the Period August 1-31,2009
Notice and Monthly Fee Application of

DeBR L. YOU
NOTAR PUBLIO

STATE OF DELAWA

Notary Public
Commission Exp.:

" fI-'ult...i 11, 3DH

J The Debtors in th e c s, 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 mailng address for all of

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

the Debtors is ILL W.

Pacific Energy Resources Ltd. Fee App Service List

Case No. 09- 10785
Document No. 147432

Hand Delivery
(Counsel to Official Committee of

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 - Interoffce Pouch

13 13 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
1 1 1 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
10100 Santa Monica Blvd., 11th 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)
Waren H. Smith

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire the United States Trustee Office of J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Waren H. Smith & Associates, P.C. Republic Center

325 N. St. Paul, Ste 1250

Dallas, Texas 75201

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito 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, PAl 9103

First Class Mail

(counsel to Official Committee of Unsecured Creditors)
Filberto 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. 1