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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re

PACIFIC ENERGY RESOURCES LTD., et al., J

Debtors.

Chapter 1 I

Case No. 09- 1 0785(KJC)

(Jointly Administered)

Hearing Date: To be scheduled

Objections Deadline:

February 9, 2010 at 4:00 p.m.

THIRD QUARTERLY APPLICATION FOR COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIA

COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE

PERIOD FROM SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 2009

Name of Applicant:

Authorized to Provide Professional

Services to:

Date of Retention:

Period for which

Compensation and

Reimbursement is Sought:

Amount of Compensation Sought

Actual, Reasonable and Necessary:

Amount of Expense Reimbursement

as

Sought as Actual, Reasonable and

Necessar:

This is a:

_ monthly

Rutan & Tucker LLP

Special Counsel to Debtors and Debtors in

Possession

Nunc Pro Tunc to March 9, 2009 by order

entered on or about May I, 2009

September 1,2009 through November 30,

20092

$250,597.00

$951.66

i interim

_ final application.

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 Holdigs, 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 1 I 1 W. Ocean

Boulevard, Suite 1240, Long Beach, CA 90802.

2 The applicant reserves the right to include any time expended in the time period

2123/023353-0031

1062029.01001119/10

The total time expended for fee application preparation is approximately 5 hours

and the corresponding compensation requested is approximately $ I ,900.00.

PRIOR QUARTERLY APPLICATIONS FILED

Date

.

8/1 0/09

10/14/09

March 9,

to Ma 31,2009

June 1, 2009 to

August 31, 2009

2009,

Requested

$348,269.50

$620,708.50

Requested

$ 12,304.78

$1,047.04

Approved

$348,269.50

Pending. Ruta

Approved

$12,304.78

Pending. Rutan

received received

$496,930.41

for its monthly

a 1ications. a lications.

$1,047.04 for

its monthly

Name of

Professional

W'

.

Penelope Pares

Duke Wahlquist

Gregg Amber

James O'Neal

Cristy G. Parker

RUTAN PROFESSIONALS

Position of the

Applicant, Number of

Years in that Position,

Prior Relevant

Experience, Year of

Obtaining License to

Practice,

~

Are of

.

Parer since 1998;

Member of CA Bar since

1982Chai of

Ruta's

Hourly,

Biling

Rate

(including

r'

$625.00

Financial Practice GroUD

Partner 1992; Member

CA State Bar since 1982;

of

Member of

Trial GrouD

Parner since 1998;

Member of CA Bar since

1981; Member of

Cornorate Law Groun

Parer since 1997;

Member of the Bar since

1969; Member of

Corn

orate Law GroUD

Parer since 1998;

Member of CA Bar since

1995' Member of

$550.00

$550.00

$550.00

$450.00

Total

Hours

Rilp.tl

1.5

.4

51.4

.5

300.4

Total

~

$937.50

$220.00

$28,270.00

$250.00

$ 1 35, I 80.00

indicated above in futue application(s) if it is not included in a prior application.

3 On July 14, 2009, Rutan filed its initial First Quarerly Fee Application. On August

10,2009, Ruta fied its Amended First Quarerly Fee Application.

2123/023353-003 i

1062029.01 001/19/10

-2-

Name of

Professional

I '.

Mattew Grimshaw

Edson McClellan

Garett Sleichter

Shawn

MonterastelI

R ushika

Kumararatne

Shigenobu Itoh

Catherine Parsons

Cyntha Mascio

Laurie Biegel

Position of tbe

Applicant, Number of

Years in that Position,

Prior Relevant

Experience, Year of

Obtaining License to

Practice,

-

Are of

.

Cornornte Law Groiin

Associate since 2002;

Member of CA Bar since

2000; Member of

Financial Practice Groun

Parner since

2008;

Member of CA Bar since

1998; Member of Labor &

Emnlnvmp.nt Groun

Associate since 2004;

Member of CA Bar since

2004; Member of

Cornorate Law Groun

Associate since 2005;

Member of CA Bar since

2002; Member of Real

E~tatp. Law Groun

Associate since 2006 ;

Member of CA Bar since

2006; Member of

Cornorate Law Groun

Associate since 2007;

Member of CA Bar since

2005; Member of

r.nrnorate Law GrouD

Associate since 2007;

Member of CA Bar since

2007;Member of

Cornorate Law Oroun

Paralegal since 1981;

Member of Labor Law

GrOUD

Paralegal since 2002;

Member of Corporate

Law Groun

Hourly,

Billng

Rate

(including

ì--

$380.00

$375.00

$375.00

$335.00

$325.00

$325.00

$250.00

$215.00

$215.00

Grand Total: $250,591.00

Total Hours: 596.1

BJended Rate: $419.91

2123/023353-0031

1062029.01 001119/10

-3-

Total

Hours

Rilptl

r

TotaJ

.

28.4

$10,792.00

3.7

$1,387.50

133.6

$50,099.50

1.2

$402.00

35.9

$11,667.50

7.2

$2,340.00

6.3

$1,575.00

.8

19.9

$ I 72.00

$4,278.50

COMPENSATION BY CATEGORY

Dated: Januar 19,2010

28.4

28

18.1

24.4

338.2

86.4

28.

I . I

9.6

16.8

2.4

1

EXPENSE SUMMARY

4

Total

14.44

$73.43

Rec i ts attched

RUTAN & TUCKER, LLP

~ teA BarNo. 210424)

611 Anton Boulevard, Foureenth Floor

Costa Mesa, Californa 92626- 1931

Telephone: 714-641-5100

Facsimile: 714-546-9035

email: mgrshaw(irutan.com

Special Corporate and Litigation Counsel for the

Debtors and Debtors in possession

4 Ruta may use one or more service providers. The service providers identified herein

below are the primar service providers for the categories described.

2123/023353-0031

1062029.01 001119/10

-4-

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR

In re

PACIFIC ENERGY RESOURCES LTD., etal.,)

Debtors.

Chapter 1 1

Case No. 09- 10785(KJC)

(Jointly Administered)

Hearng Date: To be scheduled

Objections Deadline:

February 9, 2010 at 4:00 p.m.

THIRD QUARTERLY APPLICATION FOR COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF RUT AN & TUCKER LLP, SPECIAL

COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE

PERIOD FROM SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 2009

Pursuant to sections 330 and 33 I of Title 11 of the United States Code (the

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

(collectively, the "Banuptcy Rules"), and the Cour's "Administrative Order Under 11

US.C. §§ 105(A) and 331 Establishing Procedures for Interim Compensation and

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

April 8, 2009 (the "Administrative Order"), Ruta & Tucker LLP ("Ruta" or the

"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby

submits its Thid Quarerly Application for Compensation and for Reimbursement of

The Debtors in these cases, along with the las 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 II W. Ocean

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031

1062228.01001/19110

Expenses for the Period from September I, 2009 though November 30, 2009 (the

"Application").

By this Application Ruta seeks an interim allowance of compensation in the

amount of $250,597.00 and actual and necessary expenses in the amount of $951.66 for a

tota allowance of $251,548.66 and payment of the unpaid portions of such amounts for

the period September 1, 2009 though November 30, 2009 (the "Interim Period"). In

support of

ths Application, Rutan respectfully represents as follows:

Backf!round

1. On March 9, 2009 (the "Petition Date"), the Debtors filed volunta

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 11 07(a) and 1108 of the Banptcy Code. A

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

2009. No trstee or examiner has been appointed in the Debtors' chapter I I cases.

2. The Cour has jurisdiction over ths matter pursuant to 28 U.S.C. §§ 157

and 1334. This is a core proceeding pursuat to 28 US.C. § 157(b)(2).

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

authorizing certin professionals ("Professionals") to submit monthy 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 monthy fee applications. If no objections are made within

twenty (20) days after service of the monthly fee application the Debtors are authorized

to pay the Professional eighty percent (80%) of the requested fees and one hundred

2123/023353-0031

percent (100%) of the requested expenses. Beginning with the period ending May 3 I,

2009, at thee-month intervals, each Professional shall fie and serve an interim

application for allowance of the amounts sought in its monthy fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the

Cour.

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

Debtors, was approved effective as of the Petition Date by ths Cour's "Order Granting

Debtors' Application Pursuat to Sections 105(A), 327, 328, and 330 of the Banptcy

Code Authorizing Debtors to Retain, Employ and Compensate Ruta & Tucker, LLP as

Special Corporation and Litigation Counsel," entered on or about May 1, 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-of-pocket expenses.

RUTAN'S APPLICATION FOR COMPENSATION AND

FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which Rutan requests compensation were performed for or

on behalf of th Debtors.

6. Ruta 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 ths 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 in ths case.

Ruta received payments from the Debtors during the year prior to the Petition Date in

the amount of $2,437,169.16.

2123/023353-0031

1062228.01 001119/10

After the Petition Date, Rutan obtained the Court's

-3-

permission to draw on its prepetition retaner to pay the amounts owing to it as of the

Petition Date. The balance remaining from the prepetition retainer was credited to the

Debtors and is being utilzed as Ruta's retainer to apply to postpetition fees and

expenses pursuant to the compensation procedures approved by this Cour and the

Banptcy Code.

Monthlv Fee Applications Covered Bv This Quarterlv Application

7. Ruta's Monthy Fee Applications for the period September 1, 2009,

through November 30, 2009, have been fied and served pursuant to the Administrative

Order.

8. On October 20, 2009, Rutan filed its Seventh Monthy Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special

Counsel to the Debtors and Debtors in Possession for the Period from September I, 2009

though September 30, 2009. The Seventh Monthly Fee Application seeks approval of

$90,318.50 in fees and $1 12.33 in expenses. Pursuat to the Administrative Order, Ruta

was authorized to receive $72,254.80 in fees and $112.33 in expenses. A true and correct

copy of

the Seventh Monthly Fee Application is attched hereto as Exhbit 1.

9. On November 24, 2009, 2009, Ruta filed its Eighth Monthy Application

for Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP as

Special Counsel to the Debtors and Debtors in Possession for the Period from October 1,

2009 though October 31, 2009. lbe Eighth Monthly Fee Application seeks approval of

$67,767.50 in fees and $772.08 in expenses. Pursuant to the Administrative Order, Ruta

was authorized to receive $54,214.00 in fees and $772.08 in expenses. A tre and correct

copy of

the Eighth Monthy Fee Application is attached hereto as Exhbit 2.

2 i 23/023353-003\

10. On December 9, 2009, Ruta filed its Ninth Monthly Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special

Counsel to the Debtors and Debtors in Possession for the Period from November 1, 2009

though November 30, 2009. The Ninth Monthy Fee Application seeks approval of

$92,511.00 in fees and $67.25 in expenses. Pursuant to the Administrative Order, Ruta

was authorized to receive $74,008.80 in fees and $67.25 in expenses. A tre and correct

copy of

the Ninth Monthy Fee Application is attched hereto as Exhbit 3.

11. The Monthy Fee Applications covered by this Application contain

detailed daily time logs describing the actual and necessar services performed by Ruta

for the Debtors durng the Interim Period. The Monthly Fee Applications also contain

other detailed information that is required to be included by the Banptcy Code, the

Banptcy Rules, and this Cour's Local Rules.

Relief Requested

12. Rutan requests that the Cour approve payment of one hundred percent

(100%) of the fees and costs incured by Rutan during the Interim Period of September I,

2009, though November 30, 2009.

13. The professional services for which Ruta seeks interim allowance of

compensation, and the attendat costs for which Ruta seeks reimbursement, were

rendered and incured in connection with this case as Ruta discharged its duties as

special corporate and litigation counsel for the Debtors. Ruta's services have been

necessar and beneficial to the Debtors, its estate, and the varous paries in interest.

14. Under §330 of the Banptcy Code, Rutan respectflly submits that the

amount requested by Rutan is fair and reasonable given (a) the complexity of

2123/023353-0031

1062228.01 aOll19110

-5-

these cases,

(b) the time expended, (c) the natue and extent of the services rendered, (d) the value of

such services, and ( e) the costs of comparable services other than in a case under the

Banptcy Code. Furter, Rutan has reviewed Local Rule 2016-2 and the

Administrative Order and believes that ths Application complies with requirements of

that Rule and Order.

WHEREFORE, Rutan respectfully requests that the Cour enter and order (i)

approving and allowing on an interim basis Rutan's fees in the amount of $250,597.00

and costs in the amount of $951.66, for a total allowance of $251,548.66; (ii) directing

the Debtors to pay Rutan the outstading amount of such sums; and (iii) granting Ruta

such other and further relief as the Cour deems just and proper.

Dated: January 19,2010

RUTAN & TUCKER, LLP

Mt£~TTHEW W. GRIMSHAW (CA Bar No. 210424)

611 Anton Boulevard, Foureenth Floor

Costa Mesa, Californa 92626- 193 1

Telephone: 714-641 -5 I 00

Facsimile: 714-546-9035

Email: mgrmshaw~ruta.com

2123/023353-0031

Special Corporate and Litigation Counsel for the

Debtors and Debtors in possession

State of California )

)

County of Orange )

VERIFICA TION

Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:

a) I am an attorney with the law firm of

have been admitted to practice law before all of

Rutan & Tucker, LLP ("Rutan"), and

the cour 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 Thrd Quarerly 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 September 1, 2009, through

November 30, 2009 (the "Application"). To the best of

the facts set fort therein are tre and correct.

my knowledge, information, and belief,

d) I have reviewed Del. Ban. LR 201 6-2 and the Administrative Order

entered on or about April 8, 2009 (Docket #147J, and submit that the Application substatially

complies such Rule and Order.

Dated: Januar 19, 2010

2123/023353~031

~-tthew W. Gnshaw ~

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA)

COUNTY OF ORANGE)

On this ýàay of January¿. 20lQ, before I:c,

I e-t:A.a.L c. C!l)Awuù , Notary Public

(here insert name and title ofthe offcer)

personally appeared Matthew Grimshaw and proved to me on the

basis of satisfactory evidence to be the perso#-hose nam~

is/.asubscribed to the within instrument, and acknowledged to

mc that he/she/they executed the same in hisLher/theÜ authorized

capacity(~, and that by his/h~r/thiir signaturetson the

instrument the person~r the entity(iestpon behalf of which

the person(~ted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of

State of California that the foregoing paragraph is true and

correct.

W4d and offcial seaL.

the

--OPTIONAL SECTION--

CAPACITY CLAIMED BY SIGNER

Though statue does not require the Notar to fill in the data

below, doing so may prove invaluable to persons relying on the

document.

lE

o

o

o

INDIVIDUAL

CORPORA TE OFFICER(S)

TITLE(S)

PARTNER(S)

D LIMrTED

D GENERAL

ATTORNEY -rN-F ACT

o TRUSTEE(S)

 

D

GUARDIAN/CONSERV A TOR

ttl-

o

OTHER:

(seal)

SIGNATURE OF NOTARY

J

-

'=::~~

i No lJ . CG l

0I Cou

t J'L L _

.e\:.~~~1D2-l

- -

OPTIONAL

SECTION

SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTITY(lES)

THIS CERTIFrCA TE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:

DOCUMENT DESCRIBED AT RIGHT:

Third Quarterly Application for Compensation and

Though the data requested here is not required by law, it could preveni fraudulent Reimbursement of Expenses

reattachment of this fonn.

NUMBER OF PAGES:

DA TE OF DOCUMENT:

I - I a.- ;)l) 17)

OTHER SIGNER(S) THAN NAMED ABOVE:

~

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR

In re

PACIFIC ENERGY RESOURCES LTD., eta/.,J

Debtors.

Chapter 1 1

Case No. 09- 1 0785(KJC)

(Jointly Administered)

Hearng Date: To be scheduled

Objections Deadline:

February 9, 2010 at 4:00 p.m.

NOTICE OF FILING OF THIRD QUARTERLY FEE APPLICATION FOR

COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR RUTAN &

TUCKER LLP, SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN

POSSESSION FOR THE PERIOD SEPTEMBER 1. 2009. TO NOVEMBER 30.

-

2009

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee,

(iv) counsel to the Offcial Committee of Unsecured Creditors; and (v) other

service paries set forth in the Interi Compensation Procedures Order entered in

this case.

PLEASE TAKE NOTICE that Ruta & Tucker, LLP ("Rutan"), special counsel

to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has

filed the attched Third Quarterly 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 September 1, 2009 through November 30, 2009 (the

"Application") with the United States Banptcy Court for the Distrct of Delaware, 824

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 LD. # 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 111 W. Ocean

2 i 23/023353-003 J

Market Street, Wilmington, Delaware 19801 (the "Banptcy Cour"). Pursuant to the

Application, Ruta seeks compensation for services rendered to the Debtors in the

amount of$250,597.00 and reimbursement of

amount of$951.66.

costs incured on the Debtors' behalf

in the

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under 11 U.S.C. §§ 105(a)

and 331 Establishing Procedures for Interim Compensation and Reimbursement of

Expenses for Professionals and Committee Members (Docket No. 147J (the

"Administrative Order") and must be fied 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. prevailng Eastern time on February 9,

2010. PLEASE TAK FURTHER NOTICE that objections or other responses to the

Application, if any, must also be served so that they are received not later than February

9, 2010, at 4:00 p.m. prevailng Eastern time, by: (a) the Debtors, (1) Pacific Energy

Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Att: Gerr

Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor,

New York, NY 10036, Att: Scott W. Winn, Senior Managing Director; (b) counsel to

the Debtors, (1) Pachulski Stag Ziehl & Jones LLP, 919 Nort Market Street, 17t1 Floor,

Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:

Jiones(coszilaw.com; (2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica

Blvd., 11th Floor, Los Angeles, CA 90067-4100; Att: Ira D. Kharasch, Esq.; Fax: 310-

201-0760, e-mail: ikharash(ã)nszí

law.

com; and (3) Ruta & Tucker, LLP, 61 i Anton

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031

1062004.01 001119110

-2-

Blvd., Ste. 1400, Costa Mesa, CA 92626, Att: Penelope Pares, Esq.; Fax 714-546-

9035, email: pparmes(grutan.com; (c) the Offce of the United States Trustee, 1. Caleb

Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington,

Delaware 1980 i, Att: Joseph McMahon, Esq. and (d) counsel for the Offcial

Committee of

Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121

A venue of the Stas, 28th Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq.,

Fax: (310) 734-3173, e-mail: kpiper(csteptoe.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: icarignan(gpepperlaw.com.

PLEASE TAKE FURTHER NOTICE a hearng on the Application will be held

at the convenience of the Banptcy Cour and wil occur at 824 Market Street,

Wilmington, Delaware.

PLEASE TAKE FURTHER NOTICE THAT IT YOU FAIL TO RESPOND

OR OBJECT IN ACCORDANCE WITH TIDS NOTICE, THE BANKRUPTCY

COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION

WITHOUT FURTHER NOTICE OR HEARNG.

Dated: Januar 19,2010

2123/023353-0031

1062004.01 001119/10

-3-

EXHIBIT 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re

PACJFIC ENERGY RESOURCES LTD., et al.,1

Debtors.

Chapter I I

Case No. 09- I 0785(KJC)

(Jointly Administered)

Objections Deadline:

November 11, 2009 at 4:00 p.m.

Hearing Date: Only If Objections

Are Timely Filed

NOTICE OF FILING OF SEVENTH 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

Parties")

PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel

to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has

tied its Seventh Monthly Application jòr Compensation and Reimbursement of Expenses

of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession,

jòr the Period from September 1, 2009 through September 30, 2009, seeking

compensation for services in the amount of $90,3 I 8.50 and reimbursement of costs

incurred in the amount of $ 112.33 (the "Application").

PLEASE TAK FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under I I U.S.c. §§ 105(a)

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 1.0. # not

available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC

(702 I); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i i i W. Ocean

2 i 23/023353-0031

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

Bankptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware

19801, and received by no later than 4:00 p.m. (Eastern Time) on November 11,2009

(the "Objection Deadline").

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

that they are received not later than November 11, 2009, at 4:00 p.m. prevailng

Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean

Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerr Tywoniuk, Senior VP &

CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn:

Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski

Stang Ziehl & Jones LLP, 919 Nort Market Street, 1 ih Floor, Wilmington, DE 19899-

8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionestßpszilaw.com;

(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($nszilaw.com; and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa

Mesa, CA 92626, Attn: Penelope Pares, Esq.; Fax 714-546-9035, email:

ppanes($rutan.com; (c) the Offce 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"), (i) Steptoe & Johnson LLP, 212 1 Avenue of the Stas, 28th

Boulevard, Suite 1240, Long Beach, CA 90802.

i 123/023353-0031

1043045.01.10/20/09

-2-

Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 173, e-

mail: kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100,1313

N. Market Street, Wilmington, DE 19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-

8390, e-mail: icargnan(qpepperJaw.com (the "Notice Paries")

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

Application are timely filed, served and received, a hearng on the Application wil be

held at the convenience of the Bankptcy Court. Only those objections made in wrting

and timely filed, served and received in accordance with the Administrative Order and

the procedures described herein wil be considered by the Bankptcy Court at such

hearing.

PLEASE TAKE 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 (I) 80

percent of the fees and 100 percent of expenses requested in the Application or Oi) 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 2., 2009

RUTAN & TUCKER, LLP

~~

~w W. GRIMSHAW (CA Roc No.2 i 0424)

61 I Anton Boulevard, Fourteenth Floor

Costa Mesa, California 92626- i 931

Telephone: 714-641-5100

Facsimile: 7 i 4-546-903 5

Email: mgrimshawêrutan.com

2123/023353-003 J

1043045 III .10/2t1/09

Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

-3-

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re Chapter 11

PACIFIC ENERGY RESOURCES LTD., e/ al., i Case No. 09-10785(KJC)

Debtors.

(Jointly Admirustered)

Objections Deadline:

November 11, 2009 at 4:00 p.m.

Hearng Date: Only If Objections

Are Timely Filed

SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND

REIMBURSEMENT OF EXPENSES OF RUT AN& TUCKER LLP. AS SPECIAL

COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE

PERIOD FROM SEPTEMBER i, 2009 THROUGH SEPTEMBER 30, 2009

Name of Applicant:

Authorized to Provide Professional

Services to:

Date of Retention:

Period for which

Compensation and

Reimbursement is Sought:

Amount of Compensation Sought

Actual, Reasonable and Necessar:

as

Amount of Expense Reimbursement

Sought as Actual, Reasonable and

Necessar:

This is a:

monthJy

Rutan & Tucker LLP

Special Counsel to Debtors and Debtors in

Possession

Nunc Pro Tunc to March 9, 2009 by order

entered on or about May i, 2009

September 1, 2009 through September 30,

20092

$90,318.50

$112.33

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 mailng address for all of the Debtors is 1 1 i W. Ocean

Boulevard, Suite i 240, Long Beach, CA 90802.

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 time period indicated above in future application(s) if it is not

2123/023J5HJ031

1043057.01.10/20/09

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

Date

Filed

~

.

.

i

~

.

6/17/09

March 9,

2009, to

March 3 i, 2009

 

6/24/09

April 1,

2009 to

April 30, 2009

 

817/09

May i,

2009 to

May 31, 2009

 

8/11/09

June i,

2009 to

June 30, 2009

 

8/1 7/09

July

I,

2009

to

July 31,2009

9/30/09

August I, 2009

to

August 31, 2009

Requested

Fees

$ 102,732.50

$124,537.50

$120,999.50

$148,667.50

Requested

""

Approved

Fpp\1

$1,389.62

$82,186.00

$ 10,542.3 5

$99,630.00

$372.81

$96,799.60

$196.50

$ 118,934.00

~pproved

$1,389.62

$ 1 0,542.35

$372.81

$196.50

$327,090.00

$486.93

$144,951.00

$363.61

$261,672.00

$486.93

Pending

Pending

RUTAN PROFESSIONALS

Name of

Professional

Gregg Amber

Cristy G. Parker

Matthew Grimshaw

Edson McClellan

Position of the Applicant,

Number of

Years in that

Position, Prior Relevant

Experience, Year of

Ob!aining License to.

Hourly,

Biling

Rate

Total

(including

Hours

$550.00

27.5

$450.00

112.5

$380.00

10.6

$375.00

3.7

Total

$15,125.00

$50,625.00

$4,028.00

$1,387.50

included herein.

2123/023353-0031

1043057.01 310120/09

-2-

Name of

Professional

Garett Sleichter

Position of the Applicant,

Number of

Years in that

Position, Prior Relevant

Experience, Year of

Obtaining License to

Associate since 2004;

Member of CA Bar since

2004; Member of

Rushika

Associate since 2006;

Kumararatne

Member of CA Bar since

2006; Member of

or

aw

Shigenobu Itoh

Associate since 2007;

Member of CA Bar since

2005; Member of

Catherine Parsons

Shawn

Monterastell

Cynthia Mascio

Laurie Biegel

Hourly,

Biling

Rate

Total

(including

Hours

$375.00

$325.00

$325.00

$250.00

$335.00

$2 I 5.00

$215.00

32.4

10.6

.4

2.3

1.2

.8

10.6

Grand Total: $90,318.50

Total Hours: 212.60

Blended Rate: $424.83

Total

$12,150.00

$3,445.00

$130.00

$575.00

$402.00

$172.00

$2,279.00

COMPENSATION BY CATEGORY

i 1 2J/023353-003 1

1043057.01.10/20/09

-3-

Dated: October 20, 2009

EXPENSE SUMMARY

J

Total

RUTAN & TUCKER, LLP

0~_

~THEW W. GRIMSHA W (CA Bar No.2 i 0424)

6 i i Anton Boulevard, Fourteenth Floor

Costa Mesa, California 92626- i 93 i

Telephone: 714-641-5 i 00

Facsimile: 7 i 4-546-9035

Email: mgrimshawêrutan.com

Special Corporate and Litigation Counsel for the

Debtors and Debtors in possession

Ruta may use one or more service providers. The service providers identified herein

below

are the primar service providers for the categories described.

i 123/023353-0031

1043057.01 . I 0120/09

-4-

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

Chapter I I

Case No. 09- I 0785(KJC)

(Jointly Administered)

Objections Deadline: November

11,2009 at 4:00 p.m.

Hearing Date: Only If Objections

Are Timely Filed

SEVENTH MONTHLY APPLICA nON FOR COMPENSA nON AND

REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL

COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE

PERIOD FROM SEPTEMBER 1.2009 THROUGH SEPTEMBER 30. 2009

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the

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

(collectively, the "Banuptcy Rules"), and the Cour's "Administrative Order Under 11

U.S.C. §§ 105(A) and 331 Establishing Procedures for Interim Compensation and

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

April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the

"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby

submits its Seventh Monthly 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.

2123/023353-0031

1043219.01.10/20109

Expenses for the Period from September J, 2009 through September 30, 2009 (the

"Application").

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

the amount of $90,3 J 8.50 and actual and necessar expenses in the amount of $ J 12.33

for a total allowance of $90,430.83, and payment of $72,254.80 (80% of the allowed

fees) and reimbursement of $112.33 (100% of

the allowed expenses) for a total payment

of $72,367. i 3 for the period September 1, 2009 through September 30, 2009 (the

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

follows:

BackerouDd

I. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntar

petitions for relief UDder chapter I 1 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 1 107(a) and 1108 of the Banuptcy Code.

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

March 19, 2009. No trutee or examiner has been appointed in the Debtors' chapter

i J cases.

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

§§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § i 57(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, pursuat to the procedures

specified therein. The Administrtive Order provides, among other thngs, that a

21231023353-0031

1043219.01 .10120109

-2-

Professional may submit monthly fee applications. If no objections are made withn

twenty (20) days afer service of the monthly fee application the Dcbtors are

authorized to pay the Professional eighty percent (80%) of the requested fees and one

hundred percent (100%) of thc requested expenses. Beginning with the penod ending

May 31, 2009, at thee-month intervals, each Professional shall file and serve an

interim application for allowance of the amounts sought in its monthy fee applications

for that period. All fees and expenses paid are on an interim basis until final

allowance by the Cour.

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

Debtors, was approved effective as of the Petition Date by this 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 Ruta &

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 actul and necessar out-of-

pocket expenses.

RUTAN'S APPLICATION FOR COMPENSATION AND

FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which Ruta requests compensation were performed for

or on behalf of

the Debtors.

6. Ruta has received no payment and no promises for payment from any

sourcc 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

2 i 23/023353-003 1

1043219.01.10120/09

-3-

agreement or understading between Ruta and any other person other than the

parners of Rutan for the sharng of compensation to be received for services rendered

in this case.

7. Prior to the Petition Date, the Debtors provided Ruta with a retainer to

secure payment of the fees owed to it by the Debtors and the expenses incured by

Rutan on the Debtors' behalf. Rutan received payments from the Debtors durng the

year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date,

Rutan obtained the Cour's permission to draw on its pre-petition retainer to pay

certin 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 retainer against

post-petition fees and expenses pursuant to the compensation procedures approved by

this Court and the Banruptcy Code.

8. This is Ruta's seventh monthy fee application. In its first monthly fee

application (for the period of March 9, 2009, to March 3 i, 2009), Ruta sought

approval of $ 102,732.50 in fees and $1,389,62 in expenses. Under the Adminstrative

Order, Rutan received approval of $82,186.00 in fees and $ I ,389.62 in expenses with

respect to its first monthy fee application. In its second monthly fee application (for

the period of April I, 2009, to April 30, 2009), Ruta sought approval of $1 24,537.50

in fees and $10,542.35 in expenses. Under the Administrative Order, Ruta received

approval of $99,630.00 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), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.

Under the Administrative Order, Ruta received approval of $96,799.60 in fees and

2123/023353.0031

$372.8 I in expenses with respect to its thrd fee application. Under its four fee

application (for June I, 2009, to June 30, 2009), Ruta sought approval of $ i 48,667.50

in fees and $196.50 in expenses. Under the Administrative Order, Rutan received

approval of $ 118,934.00 in fees and $ I 96.50 in expenses with respect to its four fee

application. Under its fifth fee application (for the period July1, 2009, to July 31,

2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under

the Administrative Order, Ruta received approval of$261,672.00 in fees and $486.93

in expenses with respect to its fift fee application. Under its sixth fee application

(for August I, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in

fees and $363.6 I in expenses. Ruta's sixth fee application remains pending.

9. Ruta's biling statements for the Interim Period are attched hereto as

Exhibit A. These statements contan daily time logs describing the time spent by each

attorney and paraprofessional durng the Interim Period. To the best of Rutan's

knowledge, this Application complies with sections 330 and 33 i of the Banptcy

Code, the Federal Rules of Banuptcy Procedure, this Court's Local Rules, and the

Administrative Order. Ruta's time reports are either (a) initially handwritten by the

attorney or paralegal performing the described services and then entered into Ruta's

computerized billng program by an administrative assistant or (b) entered directly into

Ruta's computerized billing program by the attorney or paralegal performing the

described services. The time reports are then organized on a daily basis. Rutan is

sensitive to issues of "lumping" and, unless time was spent in one time frame on a

varety of different matters for a paricular client, separate time entries are set fort in

the time reports. Rutan's charges for its professional services are based upon the time,

2Ji310i3353.(031

1043i)9.01 alOnOlO9

~5-

nature, extent and value of such services and the cost of comparable services other

than in a case under the Bankptcy Code.

Actual and Necessarv EXDenses

i O. A summary of actual and necessary expenses incured by Rutan for the

Interim Period is attached hereto as par of Exhibit A.

i l. Rutan charges $0. i 0 per page for photocopying expenses related to

cases, such as this one, arsing in Delaware. Rutan's photocopying machines

automatically record the number of copies made when the person that is doing the

copying enters the client's account nwnber into a device attached to the photocopier.

Rutan summarzes each client's photocopying charges on a daily basis.

12. 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

distace telephone calls on faxes. The charge for outgoing facsimile transmissions

reflects Rutan's calculation of the actual costs incured by Ruta for the machines,

supplies, and extra labor expenses associated with sending facsimile transmissions and

is reasonable in relation to the amount charged by outside vendors who provide similar

services. Ruta does not charge the Debtors for the receipt of faxes in ths case.

i 3. With respect to providers of on-line legal research services (M,,

LEXIS and WESTLA W), Ruta charges the stadard usage rates these providers

charge for computerized legal research. Rutan bils its clients the actual amounts

charged by such services, with no premium. Any volume discount received by Rutan

is passed on to the client.

14. Ruta believes the foregoing rates are the market rates that the majority

2123/023353-003 i

1043219.01 .10120/09

-6-

of law finns 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.

Summary of Services Rendered

i 5. The names of the parners and associates of Rutan who have rendered

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

case management assistats of Ruta who provided services to these attorneys durng

the Interim Period, are set forth in the attched Exhibit A.

16. Rutan, 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 narated in

detail below. Rutan's efforts have been extensive due to the size and complexity of

the Debtors' banruptcy cases.

Summary of Services by Project

i 7. The services rendered by Ruta during the Interim Period can be

grouped into the categories set fort below. Ruta attempted to place the services

provided in the category that best relates to such services. However, because certin

services may relate to one or more categories, services pertining to one category may

in fact be included in another category. lbese services performed, by categories, are

generally described below, with a more detailed identification of the actual services

provided set fort on the attched Exhibit A, which identifies the attorneys and

i I 23102335Hl03 J

1043219.01.10120/09

-7-

paraprofessionals who rendered services relating to each category, along with the

number of hours for each individual and the total compensation sought for each

category.

A. General Case Administration

i 8. During the Interim Period, the Firm, among other things: (I) reviewed

and analyzed documents; (2) analyzed issues relating potential claims and creditor

assertions; (3) participated in case strategy sessions; (4) researched and analyzed

issues; and (5) communicated with and advised the Debtors.

Fees: $4,683.50; Hours: 10.70

B. Fee Application

19. Durng the Interim Period, the Firm, among other things: (l) prepared

its monthly fee application and supporting docwnentation; (2) reviewed and responded

to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and

(3) corresponded with others regarding Ruta's fee applications.

Fees: $3,876.00; Hours: 10.20

C. Corporate Governance

20. During the Interim Period, the Firm, among other things: (i) assisted

the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and

analyzed documents; (3) updated and helped maintain the Debtors' corporate books

and records, and (4) communicated with and advised the Debtors.

Fees: $S,1l4.00; Hours: 16.30

D. Alaska Asset Sale

21. During the Interim Period, the Firm, among other things: (i) performed

work in connection with a potential sale of certin of the Debtors' assets located in

21231023353-0031

1043219.01 .10120/09

-8-

Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain

of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential

purchasers to do due diligence in connection with potential sales of assets; (4)

communicated with the purchase and sale working group in connection with the sale;

(5) analyzed issues relating to and facilitated due diligence with respect to the potential

sale of certn of Debtor's Alaska assets; and (6) communicated with and advised the

Debtors with respect to the potential sale of certn of its Alaska assets.

Fees: $57,947.50; Hours: 129.10

. E. Beta Asset Sale

22. During the Interim Period, the Finn, among other things: (1)

maintained an online data-room to allow potential purchasers to do due dilige!lce in

connection with potential sales of assets; (2) reviewed and analyzed documents for

posting in the data-room; (3) communcated and corresponded 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) perfonned

legal research, and (7) communicated with and advised the Debtors with respect to the

potential sale of certain assets.

Fees: $4,159.50; Hours: 11.20

F. Financing

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) analyzed issues

relating to potential trsactions; and (5) communicated with and advised the Debtors

212.11023353-0031

1043219.0J .10120/09

-9-

regarding various proposed transactions.

Fees: $9,006.00; Hours: 19.90

G. General Corporate Issues

24. During the Interim Period, the Firm, among other things: (i) reviewed

and analyzed documents; (2) researched legal issues; and (3) communicated with and

advised the Debtors regarding these issues.

Fees: $1,242.50; Hours: 3.80

H. Confidentjalitv A2reements

25. During the Interim Period, the Firm, among other things: (I) negotiated

and drafted numerous confdentiality agreements in connection with the potential sale

of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors

regarding confidentiality issues; and (3) corresponded and communicated with

potential purchasers regarding confidentiality issues.

Fees: $ i 30.00; Hours: AD

i. General Contract Review And Preparation

26. During the Interim Period, the Finn, among other things: (i) reviewed

and analyzed documents; (2) communcated with and advised the Debtors regarding

certin contracts; and (3) communicated with creditors regarding certin contracts.

Fees: $3,364.50; Hours: 9.10

.J. Securities Issues

27. Durng the Interim Period, the Fir, among other things: (J)

communicated with varous brokers of restricted securities; and (2) analyzed issues

relating to Debtor' restricted securties.

i i 231023353.003 i

1043219.01 .10120/09

Fees: $795.00; Hours: 1.90

-10-

Valuation of Services

28. Attorneys and paraprofessionals of Ruta expended 2 i 2.6 hours in

connection with their representation of the Debtors during the Interim Period, as

follows:

Name of

Professional

Gregg Amber

Cristy G. Parker

-

Matthew Grmshaw

Edson McClellan

Garett Sleichter

Rushika

Kumararatne

Shigenobu Itoh

Catherine Parsons

2J 231023353-003 1

1043219.01 aJO/20/09

RUTAN PROFESSIONALS

Position of tbe

Applicant, Number of

Years in that Position,

Prior Relevant

Experience, Year of

Obtaining License to

Practice, Are of

- I 1-

Hourly,

Biling

Rate

Total

(including

Hours

$550.00

27.5

$450.00

112.5

$380.00

10.6

$375.00

3.7

$375.00

32.4

$325.00

10.6

$325.00

.4

$325.00

2.3

Total

$15,125.00

$50,625.00

$4,028.00

$1,387.50

$12,150.00

$3,445.00

$ 130.00

$575.00

Name of

Professional

.

.

.

Shawn

Monterastell

Cynthia Mascio

Laurie Biegel

Position of the

Applicant, Number of

Years in that Position,

Prior Relevant

Experience, Year of

Obtaining License to

Practice,

"" .

Are of

Associate since 2005;

Member of CA Bar since 2002; Member of Real

Estate law Groun

Paralegal since 1981

Member of

Group

Labor Law

Paralegal since 2002;

Member of Corporate

Law Groun

Hourly,

Biling

Rate

n. ;;

(including

i

Total

Hours

Rilf'il r

Total

$335.00

1.2

$402.00

$215.00

.8

$172.00

$215.00

10.6

$2,279.00

Grand Total:

$ 90,318.50

Total Hours:

212.60

Blended Rate:

$424.83

29. The nature of the work performed by these persons is fully set fort in

Exhibit A. The rates charged by Ruta's professionals and paraprofessionals are

typical for the nature of the work, and the reasonable value of the servces rendered by

Ruta to the Debtors durng the Interim Period is $90,318.50.

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

cases, (b) the time expended, (c) the nature and extent of

these

the services rendered, (d) the

value of such services, and (e) the costs of comparable services other than in a case

under the Banuptcy Code. Furher, Ruta has reviewed Local Rule 20 I 6-2 and the

Administrative Order and believes that this Application complies with requirements of

that Rule and Order.

WHEREFORE, Rutan respectflly requests that, for the period from September 1,

21231023353-0031

2009, to September 30, 2009, it be awarded on an interim basis $90,430.83, consisting of

fees in the amount of $90.3 I 8.50 and expenses in the amount of $112.33, and that it be

authorized to receive a payment from the Dehtor of $72,254.80, consisting of 80% of the

allowed fees ($90,318.50) and 100% of the allowed expenses ($112.33). Rutan also

requests such other and further relief as the Court deems just and proper.

Dated: October Z¿i, 2009

RUTAN & TUCKER, LLP

--~~

:ŽTTHEW W. GRIMSHAW (CA Bar No. 210424)

611 Anton Boulevard, Foureenth Floor

Costa Mesa, California 92626-1931

Telephone: 714-641-5100

Facsimile: 714-546-9035

Email: mgrimshaw~ruta.com

Special Corporate and Litigation Counsel for the

Debtors and Debtor in Possession

21231023353-0031

State of California )

)

County of Orange )

VERIFICATION

Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:

a) I am an attorney with the law firm of

have been admitted to practice law before all of

Rutan & Tucker, LLP ("Rutan"), and

the court of

the State of Californa.

b) i am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.

c) 1 have reviewed the foregoing Seventh 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 September 1, 2009, though

September 30,2009 (the "Application"). To the best of

the facts set forth therein are true and correct.

my knowledge, information, and belief,

d) I have reviewed DeL. Ban. LR 2016-2 and the Administrative Order

entered on or about April 8,2009 (Docket #147), and submit that the Application substatially

complies such Rule and Order.

Dated: October 2.2; ,2009

ii 23/023353.003 1

1043391.01 .10120/09

M~ttew W. Grimshaw

CALlFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA)

COUNTY OF ORANGE)

On 1~ day of Oct9Pe~efor'e.me,

~ /'l1¿ i IV

(here insert name and title of the offcer)

, Notay Public

personally appeared Mattew Grimshaw and proved to me on the

basis of satisfactory evidence to be the personL) whose nameEs)

is/are subscribed to the within instrument, and acknowledged to

me that he/~y executed the same in his/her/their authorized

capacity(~and that by hislhr!th~r signature~6) on the

instruent the personEs or the entity~) upon behalf of

the persoi) acted, executed the instrument.

which

I certify under PENALTY OF PERJURY under the laws of

State of California that the foregoing paragraph is true and

correct.

the

-~---

Lseal)

~."'792212 t

r--~- -~-CO~wiN- l

No PU . CaInl l

0f couty -

L . ~~~Fè28.2D12 r

_

_i. --

OPTIONAL

SECTION

--OPTIONAL SECTION--

CAPACITY CLAIMED BY SIGNER

Though sttue dos nol require the Notar to fill in ile data

below, doing so may prove invaluable to persons relying on the

doument.

I!

o

INDIVIDUAL

CORPORA TE OFFICER(S)

TITLE(S)

o PAR TN ER(S)

o LIMITED

o GENERAL

o

ATTORNEY-IN-FACT

o TRUSTEE(S)

o GUARDIAN/CONSERVATOR

o

OTHER:

SIGNER is REPRESENTING:

NAM OF PERSON(S) OR ENTITY(ff)

THIS CERTIFICATE MUST BE ATfACHED TO THE TITLE OR TYPE OF DOCUMENT:

DOCUMENT DESCRIBED AT RIGHT:

Seventh Monthly Application for Compensation and

Though the data requested here is nol required by i.w, ii could prevenl fraudulent Reimbursement of Expenses

reattachment of this forni.

NUMBER OF PAGES:

DA TE OF DOCUMENT:

OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

TAXPAYERS ACCOUNT

NO 95-J5'90n

RUTAN & TUCKER, LLP

ATlORNEYSAT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA. CALIFORNIA 92628-1950

(714) 641.5100

Pacific Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sr. VP and CFO

i i 1 West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

Account No.

Billing Atty.

Date

General Case Administration

INVOICE SUMMARY

CURRENT INVOICE SUMMARY:

Professional Fees

Fees and Costs Duc This Invoice

Wire (nstructjons

Union Ban of

California

18300 Von Karman

Irvine, CA 92612

ABA #: i 22000496

Swift Code: BOFCUS33MPK

Account Number: 0630133009

Account Name: Rutan & Tucker LLP

Refereiice: Please refer to the invoice number listed above.

566852

023353 - 0029

James O'Neal

October 5, 2009

$ 4,683.50

$ 4,683.50

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

An additional statement covenng such dlsbursemenls will be furnished to you

The abbreviation (PAl. (LC).or (DC) following an individual's name denotes paralegaL. law cieri or document clerk.

TAXPAYERS ACCOUNT

NO 95-3519027

RUTAN & TUCKER. LLP

ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Paci tic Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sr. VP and CFO

1 i i West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

566852

Account No.

023353 - 0029

Billing Atty.

James O'Neal

Date

October 5, 2009

General Case Administration

REMITTANCE COPY

*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***

CURRENT INVOICE SUMMARY:

Professional Fees

Fees and Costs Due This Invoice

Wire Instructions

Union Bank of California

i 8300 Von Kannan

Irvine, CA 92612

ABA #: 122000496

Swift Code: BOFCUS33MPK

Account Number: 0630133009

Account Name: Rutan & Tucker LLP Reference: Please refer to thc invoice number listed above.

$ 4,683.50

$ 4,683.50

Additional disbursements may have been paid Or incurred on your behaff and are not renected in this statement.

An additional statement covering such disbursements will be furnished to you.

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

TAXPAYERS ACCOUNT

NO 95-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

61 i ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacifìc Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sr. VP and CFO

III West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

566852

Account No.

023353 - 0029

Billing Atty.

J ames O'Neal

Date

October 5, 2009

Page

I

RE: General Case Administration

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009

09/03/09

Cristy G Parker

Participate in weekly working group update calL.

09/03/09

Gregg Amber

Participate in weekly working group update calL.

09/03/09

Garett SleIchter

Review California onshore title conveyance documents

and overriding royalty interests granted to Laurus Master

Fund.

09/03/09

Garett Sleichter

Participate in weekly working group update calL.

09/03/09

Garett Sleichter

Research and respond to Pachulski Stang request for

documents.

09/10/09

Cristy G Parker

1.00

1.00

1.90

1.00

0.70

0.70

Paricipate in weekly working group update calL.

09/1 0/09

Gregg Amber

0.90

Review agenda items and participate in weekly group

09/17/09

update calL.

Gregg Amber

0.70

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement. An additional statement covering such disbursements will be furnished 10 you.

The abbreviation (PA), (LC),or (DC) following an individual's name denoles paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Pacific Energy Resources Ltd.

October 5, 2009

General Case Administration

Invoice No. 566852

023353-0029

Page No.2

 

Participate in weekly working group update calL.

09117/09

Cristy G Parker

0.70

Participate in working group update calL.

09/17/09

Matthew Grimshaw

0.20

Email exchange with G. Amber rt lease for new offce

space and review of proposed new lease.

09/24/09

Cristy G Parker

0.80

Participate in weekly working update calL.

09/24/09

Garett Slcichter

0.90

Prepare for and participate in weekly working group

update calL.

09/25/09

Catherine Parsons

0.20

Communicate with M. Cervi regarding the client's

potential record retention requirements upon dissolution.

Total Hours

10.70

Total Professional Services

$4,683.50

Total Current Fees

$4,683.50

Previous Balance Due

Payments and Adjustments

Prior Balance Due

Total Balance Due

36,320.00

(19,133.60)

17,186.40

$21,869.90

o - 30 DA YS

$4,683.50

ACCOUNTS RECEIVABLE

31- 60 DAYS

$11,659.00

61 - 90 DAYS

$1,619.90

91 - 180 DAYS

$3,907.50

OVER 180

$0.00

Additional disbursements may have been paid or incurred on yor behalf and are not reflected in this stalement.

An addilional statement co

e

ing

such disbursements will be fumished to you

The abbreviation (PAl. (LC).or (DC) following an rndividual's name denotes paralegaL. law clerk or document clerk

TAXPAYERS ACCOUNT

NO 95-3519027

RUTAN & TUCKER, llP

A TTORNEYS AT LAW

1\ PARlNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628.1950

(714)641-5100

Pacific Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sr. VP and CFO

I I J West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

566853

Account No.

023353 - 0031

Billing Atty.

James O'Neal

Date

October 5, 2009

Fee Application

INVOICE SUMMARY

CURRENT INVOICE SUMMARY:

Professional Fees

Disbursements and Costs Advanced

Fees and Costs Due This Invoice

Wire Instructions

Union Bank ofCaJifomia

i 8300 Yon Karman

Irvine, CA 92612

ABA #: i 22000496

Swift Code: BOFCUS33MPK

Account Number: 0630133009

Account Name: Rutan & Tucker LLP

Reference: Please refer to the invoice number Jisled above.

$ 3,876.00

5.70

$ 3,881.70

AdditiDnai disbursements may have Deen paid or incurred Dn YDur behalf and are nDI ,eNected In Ihis statement.

An additiDnal sialement cDvering such disbursements will be furnished 10 you.

The abbreviation (PA), (lC),or (DC) fDIIDwing an individual's name denDtes paralegal, law clen. Dr document c1en

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, Sf. VP and CFO

ILL West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

Account No.

Biling Atty.

Date

Fee Application

REMITTANCE COPY

566853

023353 - 003 i

James O'Neal

October 5, 2009

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***

CURRENT fNVOICE SUMMARY:

Professional Fees

Disbursements and Costs Advanced

Fees and Costs Due This Invoice

Wire Instructions

Union Bank of

Cali

fomi

a

18300 Von Karman

Irvine, C A 92612

ABA #: 122000496

Swift Code: BOFCUS33MPK

Account Number: 0630133009

Account Name: Rutan & Tucker LLP

Reference: Piea~e refer to the invoice number listed above.

3,876.00

5.70

$ 3,881.70

$

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement

An additional statement covering such disbursements wiI be furnished to you.

The abbreviation (PAl. (LC).Dr (DC) following an individual's name denotes paralegal. law clerk or document oIerk.

TAXPAYERS ACCOUNT

NO 95-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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, Sr. VP and CFO

I I I West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

566853

Account No.

023353 - 003 I

Biling Atty.

J ames O'Neal

Date

October 5, 2009

Page

I

RE: Fee Application

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009

09/0 I /09

Matthew Grimshaw

0.20

Email exchange with S. McFarland and G. Amber re

certificate of no objection to Rutan's June fee application

(.2).

09/09/09

Matthew Grimshaw

Confer with G. Amber re interim fee application issues

(.2).

09/11/09

Matthew Grimshaw

Email to fee auditor's offce re report regarding Rutan's first interim fee application (. I); review and analyze fee

auditor's report and additional information needed for

reply (.4); confer with C. Parker re getting the additional

information requested by the fee auditor (. i); confer with

L. Willrich re obtaining additional information requested

by fee auditor (. I); confer with S. Pignone and G. Amber

re additional information requested by fee auditor (.2);

confer with G. Sleichter re additional information

requested by fee auditor (. i); confer with R. K umararatne

re additional information requested by fee auditor (.1);

review various emails from C. Parker containing

additional information requested by fee auditor (.2);

09/14/09

Matthew Grimshaw

0.20

1.0

0.10

Email from Ms. Parnell of fee auditor's offce (.1).

Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement.

An addillonal statement covering such disbursements will be furnished to you. Th. abbreviation (PA), (LC),or (OC) following an individual's name denoles parale9al, law clerk or document clerk

RUTAN & TUCKER, LLP

ATTORNEYS AT ULW

Pacific Energy Resources Ltd.

October 5, 2009

Fee Application

Invoice No. 566853

023353-003 i

Page No.2

09116/09

Matthew Grimshaw

0.30

Email exchange with L. Willrich re additional information requested by fee auditor (.3);

09/2 i /09

Matthew Grimshaw

0.10

Review email from S. McFarland re second interim fee

application (. i).

09/22/09

Matthew Grimshaw

0.30

Confer with G. Sleichter re additional information

requested by fee auditor (.2); send email to G. Sleichter

re same (.1);

09/23/09

Matthew Grimshaw

0.70

Begin drafting response to fee auditor's report re Rutan's

first interim fee application (.7).

09/24/09

Matthew Grimshaw

1.40

Analyze issues raised by fee auditor and work on

same(.9); email exchange with G. Amber re reasons for

overtime for response to fee auditor's report (. i); work on

second quarterly fee application (.4).

09/25/09

Matthew Grimshaw

2.90

Finalize Rutan's response to Fee Auditor's initial report

regarding Rutan's first interim fee application (1.0);

email same to fee auditor (.1); work on August fee

application (1.8).

09/28/09

Matthew Grimshaw

2.30

Email exchange with Ms. Pamell of fee auditor's office

(.2); finalize August fee application (2.1).

09/29/09

Matthew Grimshaw

0.40

Finalize August fee application (.2); email exchange

with S. McFarland re filing same (.2).

Total Hours

10.20

Total Professional Services

$3,876.00

Additional disbursements may have been paid or incurred on your behalf and are not reflcted in this statement.

An additional statement covering such disbursements wil be furnished 10 you.

The abbreviation (PAl. (LC).or (OCl following an individual's nama denotes paralegal. law clerk or document clerk.

Pacific Energy Resources Ltd.

Fce Application

023353-0031

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

October 5,2009

Invoice No. 566853

Page No.3

DISBURSEMENTS AND COSTS ADVANCED

Duplication

Total Current Fees and Costs

Previous Balance Due

Payments and Adjustments

Prior Balance Due

Total Balance Due

Total Disbursements

5.70

$5.70

 

$3,881.70

18,791.26

(9,209.06)

 

9.582.20

$ i 3,463.90

0- 30 DA YS

$3,881.70

ACCOUNTS RECEIVABLE

31- 60 DAYS

61 - 90 DAYS

91- 180 DAYS

$7,292.00

$1,363.00

$927.20

OVER 180

$0.00

Additional disburnements may have been paid or incrred on your behalf and are not reflected in this statement.

An additional statement covering such disbursements wil be furnished to you.

Th abbreviation (PAl, (LC1,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 INCI UDING PROFESSIONAL CORPORATIONS

61 i ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sr. VP and CFO

I II West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Invoice No.

566854

Account No,

023353 - 0032

Billing Atty.

James O'Neal

Date

October 5, 2009

Corporate Governance

INVOICE SUMMARY

CURRENT INVOICE SUMMARY:

Professional Fees

Fees and Costs Due This Invoice

Wire Instructions

Union Bank of

California

18300 Yon Kanan

Irvine. CA 926 i 2

ABA #: 122000496

Swift Code: BOFCUS33MPK

Account Number: 0630 i 33009

Account Name: Rutan & Tucker LLP

Reference: Please refer to the invoice number listed above.

$ 5,114.00

$ 5,114.00

Additional disbursements may have been paid or incurred on your beha~ and are nol reflected in this statement.

An additional statement covering such disbursements wil be furnished 10 you.

The abbrevialion (PAl, (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.

TAXPAYERS ACCOUNT

NO 95-J519027

RUTAN & TUCKER, LLP

A TTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd.

Invoice No.

566854

Attn: Geny Tywoniuk, Sr. VP and CFO

Account No.

023353 - 0032

111 West Ocean Boulevard, Suite 1240

Billing Atty.

James O'Neal

Long Beach, CA 90802

Date

October 5, 2009

Corporate Governance

REMITTANCE COPY

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***

CURRENT INVOICE SUMMARY:

Professional Fees

Fees and Costs Due This Invoice

Wire Instructions

Union Bank of

Cali

fomi

a

18300 Von Karman Irvine, CA 92612

ABA #: 122000496 Swift Code: BOFCUS33MPK

Account Number: 0630 133009

Account Name: RUlan & Tucker LLP

Reference: Please refer to the invoice number listed above.

$ 5, i i 4.00

$ 5,114.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

An additional statement covering such disbursements will be furnished 10 you.

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

TAXPAYERS ACCOUNT

NO 9503519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

A PARTN¡;RSHIP INCLUDING PROFESSIONAL CORPORAl IONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd.

Invoice No.

566854

Attn: Gerry Tywoniuk, Sr. VP and CFO

Account No.

023353 - 0032

i i 1 West Ocean Boulevard, Suite i 240

Billing Atty.

James O'Neal

Long Beach, CA 90802

Date

October 5,2009

Page

i

RE: Corporate Governance

FOR PROFESSIONAL SER VICES RENDERED THROUGH SEPTEMBER 30, 2009

09/02/09

Laurie Biegel ( P A)

Review servce of

process and forward same to G.

Amber.

09/03/09

Gregg Amber

Work on minutes of August 27 board meeting.

09/03/09

Catherine Parsons

Draft minutes for various Pacific Energy Board and

Committee meetings.

09/08/09

Laurie Biegel ( P A)

09/1 0/09

Review service of

Amber.

Laurie Biegel ( P A)

process and forward same to G.

0.10

0.50

1.00

0.20

0.40

Follow up regarding request from B. Lyng for offcer

09/11/09

resolutions.

Gregg Amber

0.60

Telephone conference with G. Tywoniuk re director and

offcer requirements (0.2); review corporate bylaws re

same (0.2); correspondence with G. Tywoniuk with

answers to his questions re same (0.2).

09/14/09

Gregg Amber

1.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

An additional statement covering such disbursements will be furnished 10 you

The abbreviation (PA). (Lel.or (DC) following an individual's name denotes paralegal. law clerk Of document clerk

Pacific Energy Resources Ltd.

Corporate Governance

023353-0032

RUTAN & TUCKER, LLP

A TTORNfYS AT LAW

October 5, 2009

Invoice No. 566854

Page No.2

Conference with P. Parmes and telephone conference with G. Tywoniuk re board and management restructure

and related 0&0 liability issues (0.8); correspondence

09/ I 5/09

with G. Tywoniuk re minutes of

Gregg Amber

board meetings (0.2).

Review e-mail from G. Tywoniuk re matter to be

1.0

discussed at board meeting and telephone conference

with G. Tywoniuk re same (0.3); prepare for, attend and

take minutes at Board meeting (0.8)

09/ 16/09

Laurie Biegel ( P A)

0.80

Conference with R. Kumararatne( O. i 0); prepare Board

09/16/09

resolutions (0.70).

Gregg Amber

Prepare board meeting minutes.

09/ 17/09

Laurie Biegel ( P A)

Attend to matters and prepare consents pertaining to

offcer changes and potential director changes for

subsidiaries.

09117/09

Gregg Amber

Review G. Tywoniuk comments and finish minutes of

Board meeting (0.3); correspondence with G. Tywoniuk,

R. Kumararatne, J. Kuritz and B. Lyng re secretarys

certificates needed for bank (0.2).

09/ 18/09

Laurie Biegel ( P A)

Review and organize signature pages to corporate

09/21/09

resolutions.

Laurie Biegel ( PA)

0.80

2.30

0.50

2.70

0.40

Revise consents regarding appointment of offcers and

09/24109

list of offcers.

Laurie Biegel ( P A)

0.80

Continue review and organization of signature pages to

09/24/09

corporate resolutions.

Gregg Amber

0.20

Additional disbursements may have been paid or incurred on your behalf and are nol renected in this stalement.

An additional stalement covering such disbursements will be furnished to you.

Th abbreviation (PAl. (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.

Corporate Governance

023353-0032

Review board resolution proposed by MMS and

telephone conference with G. Tywoniuk re same.

09/25/09

Laurie Biegel ( P A)

Continue review and organization of corporate

documents.

09/29/09

Laurie Biegel ( P A)

Obtain signature on meeting minutes (.1); prepare email

to Ms. Allen regarding same (. I).

09/30/09

Laurie Biegel ( P A)

October 5,2009

Invoice No. 566854

Page No.3

1.40

0.20

1.0

Prepare consents regarding director changes (i .00);

update Minute Books and index thereto (.3).

Total Hours

Total Professional Services

16.30

Total Cun'ent Fees

Previous Balance Due

Payments and Adjustments

Prior Balance Ouc

Total Balance Due

i 7,23 i.40

(10,033.50)

$5,1 14.00

$5, I 14.00

7,197.90

$12,311.90

o - 30 DAYS

$5,114.00

ACCOUNTS RECEIVABLE

31- 60 DA YS

$3,885.00

61 - 90 DAYS

$1,123.20

91-180 DAYS

$2,189.70

OVER 180

$0.00

Additional disbursements may have been paid or incurred on yuur b~half and are not reflected in this statement.

An additional statement covering such disbursements will be fumished to you.

The abbreviation (PAl. (lC).or (DC) following an individual's name denotes par-dlega!. law clerk or document clerk.

TAXPAYERS ACCOUNT

NO 95-J519127

RUTAN & TUCKER, UP

ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacitìc Energy Resources Ltd.

1nvoice No.

566855

Attn: Gerr Tywoniuk, Sr. VP and CFO

Account No.

023353 - 0033

i 11 West Ocean Boulevard, Suite 1240

Biling Atty.

James O'Neal

Long Beach, CA 90802

Date

October 5, 2009

Alaska Asset Sale

INVOICE SUMMARY

CURRENT INVOICE SUMMARY:

Professional Fees

Disbursements and Costs Advanced

Fees and Costs Due This Invoice

Wire Instructions

Union Bank of California

i 8300 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.

$ 57,947.50

86.63

$