IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et all) Case No. 09-10785 (KJC)

)
) (Jointly Administered)

Debtors. )
) Objection Deadline: February 22, 2010 ~ 4:00 p.m.

SEVENTH MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OCTOBER 1,2009 THROUGH DECEMBER 31, 2009

. ~.

To: The Notice Parties Listed on Exhibit A hereto

Name of Applicant:

Lazard Frres & Co. LLC

Debtors and Debtors-in-Possession

Authorized to Provide
Professional Services to:

Date of Retention:

May 1, 2009 nunc pro tunc March 8, 2009

October 1, 2009 through December 31,2009

Period for which compensation and/or reimbursement is sought:

Amount of Compensation sought as actual, reasonable, and necessary:
Amount of Expenses sought as actual, reasonable, and necessary

$1,150,000.00
$246.35

Total Compensation and Expense Reimbursement Requested:

Less: Amounts Paid to Date:

$1,150,246.35
($25,895.77)2

Net Amount of Compensation Requested:

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

$1,124,350.58

2 Prior to the petition date the Debtors paid Lazard a $50,000 retainer for pre-petition costs incurred but not yet processed. As of

the Debtors' federal tax identification numbers, are: Pacific Energy resources Us. (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 I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

December 31, 2009, there was an unapplied retainer balance of $25,895.77. Lazard has applied $25,895.77 of this amount towards the post-petition fees and expenses requested for October through December 2009, leaving an unapplied retainer balance of $0.00.

This is a: ~ monthly

interim _ final application

The total time expended for fee application preparation was approximately 7.5 hours.

Summary of Monthly Fee and Expense Invoices for the Compensation Period:

09/01/09-09/30/09
1 % 1 /09-12/31 /09

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et a13) Case No. 09-10785 (KJC)

)
) (Jointly Administered)

Debtors. )
) Objection Deadline: February 22, 2010 ~ 4:00 p.m.

SEVENTH MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OCTOBER 1, 2009 THROUGH DECEMBER 31,2009
TO THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE:

Lazard Frres & Co. LLC, ("Lazard"), Investment Banker and Financial Advisor

to Pacific Energy Resources Ltd. ("Pacific Energy"), and certain of its subsidiaries and affliates

(collectively, the 'Debtors") hereby submits its Ninth Monthly Fee Application (the
"Application") pursuant to sections 327(a) and 3238(a) of title 11 of

the United States Code (the

"Bankruptcy Code) and Rule 2014 and 2016 of

the Federal Rules of

Bankrptcy Procedure (the

"Bankruptcy Rules") and 2014-1 of the Local Rules of Bankptcy Practice and Procedure of the

United States Bankptcy Court for the District of Delaware (the "Local Rules") for an
allowance of compensation for professional services rendered and for reimbursement of actual
and necessary expenses incurred in connection with such services from October 1, 2009 through

and including December 31, 2009 (the "Compensation Period") as set forth in their engagement

the Debtors' federal tax identification numbers, are: Pacific Energy resources Us. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is II I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

letter (the "Second Amended Engagement Letter"), attached hereto as Exhibit B. Pursuant to

the Administrative Order of this Cour dated April 8, 2009 (Docket No. 147) approving
procedures for interim compensation and reimbursement of professionals (the 'Compensation
Order"), Lazard seeks interim allowance in aggregate amount of $1,150,000.00 and for

reimbursement of expenses incurred in connection with the rendition of such services in the
aggregate amount of $246.35, for a total award $1,150,246.35 (the "Total Compensation

Amount"). Of this amount, $25.895.774 has already been paid, resulting in a net amount
requested of $1,124,350.58. In support of this pplication, Lazard respectfully represents as
follows:

BACKGROUND
1. On March 9, 2009 (the "Petition Date"), the debtors fied voluntary petitions

for relief under chapter 11 of the United States Bankptcy Code. Pursuant to sections 1107 and
1108 the Bankruptcy Code, the debtors have continued to operate their businesses and manage
their properties as debtors in possession since the Petition Date.

2. This Application is submitted pursuant to the terms of the Administrative

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses dated
April 8, 2009 (the "Administrative Order").

3. On May 1,2009, this Court entered certain Order Pursuant to sections 327(a)

and 328(a) of title 11 of the United States Code (the "Bankptcy Code") and Rules 2014 and
2016 of the Federal Rules of Banptcy Procedure (the "Banptcy Rules") and Rule 2014-1

of the Local Rules of Bankptcy Practice and Procedure of the United States Bankptcy Court
4 Prior to the petition date the Debtors paid Lazard a $50,000 retainer for pre-petition costs incurred but not yet processed. As of

this amount December 3 i, 2009, there was an unapplied retainer balance of$25,895.77. Lazard has applied $25,895.77 of towards the post-petition fees and expenses requested for October through December 2009, leaving an unapplied retainer balance of $0.00.

for the District of Delaware (the "Local Rules") authorizing the retention and employment of
Lazard Freres & Co. LLC as Investment Baner and Financial Advisor to the Debtors nunc pro
tunc to the petition date (the "Retention Order"), attached hereto as Exhibit C.

COMPENSATION REQUEST
4. Lazard seeks allowance of compensation for professional services rendered

to the Debtor during the Compensation Period in the aggregate amount of $1,IS0,000.00 and for

reimbursement of expenses incurred in connection with the rendition of such services in the
aggregate amount of $246.35, for a total award $1,150,246.35 (the "Total Compensation

Amount"). In support of this Application, Lazard respectfully represents as follows:

5. For the convenience of

the Court and all parties in interest, attached hereto as

Exhibit D is a summary setting forth the name of each professional for whose work on these
reorganization cases compensation is sought.

SUMMARY OF SERVICES
6. The Managing Director and Vice President of Lazard who have rendered
professional services during the Compensation Period in these cases are as follows: John

Rutherford (Managing Director) and Robert Lynd (Vice President).

7. Prior to the Compensation Period, the Debtors relied heavily on the

experience and expertise of the above-named persons in dealing with matters described in

Paragraph 8. As a result, Lazard's highly skiled M&A advisory professionals devoted

significant time and effort to perform properly and expeditiously the required professional

services.

8. During the month of December 2009, the Debtors closed the following
transactions: (i) the sale of the remaining assets in the Cook Inlet region of Alaska ("Alaska
Group 1 Assets") to Cook Inlet Energy, for a purchase price $2,250,000, and (ii) the sale of the

California assets (the Beta Field and San Pedro Bay Pipeline) to entities formed by the secured
lenders, which tendered all of their debt as consideration. Lazard advised the Debtors with

respect to both these transactions and was integrally involved in the solicitation and negotiation
of each transaction.

CONCLUSION
9. It is respectfully submitted that the amount requested by Lazard is fair and

reasonable given (a) the complexity of

the issues presented, (b) the time and labor required, (c)

the skil necessary to perform the financial advisory services, (d) the preclusion of other
employment, and (e) the customary fees charged to clients in bankruptcy and non-bankuptcy
situations.

WHEREFORE Lazard respectfully requests (i) an interim allowance of compensation for

professional services rendered during the Compensation Period in the amount of

$1,050,009.48.

Total Amount of Compensation Requested:

Less: Amounts Paid to Date:

$1,150,246.35
($25,895.77)

Net Amount of Compensation Requested:

$1,124,350.58

Dated:

Januar.W -,2010
New York, New York

LAZAR FRRES & CO. LLC

Rute ord

anging Director Lazd Frres & Co. LLC 30 Rockefeller Plaza, 61 st Floor New York, NY 10020 (212/632-6000)

Investment Baner and Financial Advisor to the

Debtors and Debtors-in-Possession

VERIFICATION
JOHN RUTHRFORD, being duly sworn, deposes and says:

1. I am a Managing Director of Lazd Frres & Co. LLC ("Lazd"), which maintans offces
for providing investment bang services at 30 Rockefeller Plaza, New York, New York
10020. Lazard has acted as an investent baner and fiancial advisor to and rendered

professional services on behal of PACIFIC ENERGY RESOURCES LTD., et al. (the

"Debtors").

2. This affidavit is submitted pursuant to Banptcy Code Rule 2016 in connection with
Lazd's application (the "Application") for Allowance of Compensation and

Reimbursement of Expenses for the time period from October 1, 2009 though and includig
December 31,2009 in the amount of $1,150,246.35.
3. All of

the services for which compensation is sought by Laar were performed for and on
the Debtors and not on behalf of any other person.

behalf of

4. No agreement or understanding exists between Lazard and any other entity for the sharng of
compensaton received or to be received for services rendered in or in connection with these

cases.

ohn Rutherford Manging Director

~~~~
No . .State of

Sworn to before thi?ftday of January 2010

New York :.

HANNA MURNANE Notary Public, State of New York No. 41-4729327

CommissIon Expires March 30. 20L

Qualifed In Queens County 0

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)
) Objections Deadline: February 22, 2010 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, (iv) counsel to the Official Committee of Unsecured Creditors and (v) the fee auditor (the "Notice Paries")
Lazard Frres & Co. LLC ("Lazard"), investment banker and financial advisor
to the debtors and debtors in possession in the above:-captioned case (the "Debtors"), has fied
its Monthly Application for Compensation and Reimbursement of Expenses of Lazard Frres

& Co. LLC as Investment Banker and Financial Advisor to the Debtors and Debtors in

Possession, for the Period from October 1, 2009 through December 31, 2009, seeking
compensation for services in the amount of $1,150,000.00 and reimbursement of costs incurred
in the amount of $246.35 (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 tiled with the Clerk of the United States Bankptcy Court for the District of Delaware, 824

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

Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern

Time) on February 22, 2010 (the "Objection Deadline").

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

that they are received not later than February 22, 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, 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, 1 ih

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, 1. 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(fsteptoe.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

will be considered by the Banptcy Court at such hearing.

PLEASE TAK FURTHER NOTICE that, pursuat to the Administrative Order, if
no objection to the Application is timely fied, served and received by the Objection Deadline, the
Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent

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

the Bankruptcy Court.

Dated: February 2,2010

PACHULSKI STANG ZIEHL & JONES LLP

Ira . Kharasc ( A ar o.

Scotta E. McFarland (DE Bar 4, CA Bar No. 165391)

Robert M. Saunders (CA B o. 2 172) James E. O'Neil (DE B No. 40 )

Kathleen P. Makowski DE 0.3648)

919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch~pszilaw.com

smcfarland~pszi law.com

rsaunders~pszilaw.com ioneil~pszilaw.com
kmakowski~pszi law.com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 57223. i

ExmBIT A - NOTICE PARTIES

Debtors
Pacific Energy Resources Ltd.
111 W. Ocea Boulevard, Suite 1240

Long Beach, CA 90802

Att: Scott Win, CRO

Counsel for tbe Debtors
Pachulski, Stag Ziehl & Jones LLP

919 Nort Market Street, 17th Floor P.O. Box 8750

Wilmigton, DE 19899-8705
Att: Laura Davis Jones, Esq.

Pachulski, Stag Ziehl & Jones LLP

10100 Santa Monica Boulevard, 11 th Floor

Los Angles, CA 90067-4100

Att: Ira Kharasch, Esq

Counsel for tbe Committee of Unsecured Creditors

Steptoe & Johnson LLP
2121 Avenue of

the Stas, 28th Floor

Los Angeles, CA 90067

Att: Katherine C. Piper, Esq.

Offce of tbe United States Trustee

Offce ofthe United States Trustee

J. Caleb Boggs Federal Building, Rm. 2207 844 King Street, Suite 2313 Wilmington, DE 19801

Att: Joseph McMahon

EXHIBIT B

Engagement Letter

04/13/2009 18:43 FAX 713 238 4803

LAZARD

ei 001/010

LAZARD

lAo FR~liS& CO. LL

W\.1a
Marh 25, 200
Pacific Energy ResoUfes Ltd.

Hou. Tl 7700 PtNIl 7130238 FNC713023

OTAVI8STREE, SUm:23

111 W. OcBlvd,SUie 124

Long Beach, CA 90802
Attention: Mr. Dmen Katie President

.Dar Ladies and Gentlemen:

This lettr agreement (the "Amended Agreement') conf tie undersiadJg and

agreement between Lazd Frres & Co. LLC (''Lazar'') and Pacific Energy Resource, Ltd. and
its controlled subsld.mes (o1Jectively with /ly entity fonned or used for the piuoses set forth

herein, the "Company").

Assignent ScoDe:

The Company hereby reDs Lazard as its invesnt banker to provide the Company with
advice in c:olUecdon with any Sale Transaction and/or F"inimcing (each as defined beow) on the

terms and conditions set fort herem.

DescrlDilon l)f Services:
1. Laard agree, in consideration of the compensaton plQvided in Section 2 below, to

perfnn such of th following investment bang serices as the Company may reasoDably
reuest, including:

(a) Reviewing and imalyzDg the Company's business, operatons and

fiancial projectiOs;

(b) Advising the Company on tatics and stregies for negotiating with the
Siakholders in connection with a possible Sale Tranaction or Finacing;
(e) Rendering rmancial advice to the Company and parcipating in meetings or negotiatiQl with the Staeholders (including the adnitrtive agent)

and/or miDg agencies or orner apptQiie pm1es in comicctioD with any

Sale Trasaction 01' Financing;

PAR lONDON NiW I' AMESDA ATlNTA el! BOr CHiCAGO FF IWIlRG tl/l KClQ HOUSTON
lQS MGeiS MAID MIl MomEA New OeHlI ROE SA FFllllS SEO SINCPOR STKHOlN SVl ToKY TQR

04/13/2008 18:43 FAX 713 236 4603

LAZARD

II 002/010

Pacific Energy Reses Ltd Marh 25, 2008

Page 2
(d)
'. . i)
.-.1.

Advising and assisting the Company in eValuatig potential Financingl

tractlons by lhe Company, and, subjec to Laard's agrent so to act

and, jf requested by Laard, to execution of appropriate agrments. on

behal of the Company, contating poiential soims of capita as the

Company ma designate and assistig the Company i. implementing such

i..

,'

:,v ..i

\ l'
(e)

a Financing;

Asistig the Company in identiying and evaluatig candidas for a

potential Sale Traniiaction(s). advising the Company in connecton with negotiations and aiding in the consmmaton of a Sale Tiaaction(s):i;

'J
G'i
, \) \

(t)

Attnding meetings of the Company's Boar of Dictors and its

coniuees with repect to matters on which we have been engaged to

,\

v/-\

advise you; and

(g)

\\I' \

.&) .

Providing Ute Company with other financial advice related to a Sale

Trasaction or Financing. Laard wil use reasonable effort to cordinate

its iictivities hereunder with the Company's other advisors as reasonably directed by the Company.

Fees:
2. As consideration for the services to be provided, the Company sha pay ward the foUowing fee$:
(a) A monthly fee of $100.00 (the "Monthy Fee"). payable aD Apri 1,200.

and on the first day of each month therer uow tbe iennation of
Laar's engagement puruant to Section 10.
(b) If the Company consummaes a Sale Traaction . Lad sbal be paid a

fee (the "Sale Tranaction Fee") equal to the fee calculated based on the Agpgaie Consderation as set forth in Scbedule i hereto; provided,
however, that for II Sale Tl'actlon lnvolvii al or substantialy all of

equity interets oftbe CompilY ell "Whole Company Sale''), the minimiim fee payable shall be $1.00,00. In me event of auy Sale
th asem or

Traaction involving ooly one of the "Beta Field" or tle "Alaska Asets, n ..I! )

') .,1 I ' i At us IJ du Ammdi AgnL ii TI ''FIICIiS" II lI io at se of lllldoli IivolvlDg iJ pulUc or piivii ~ 1 ClL-1
i"~ iall or pl-i or equity. iiii-lied. ti ii aCC!. lMllnis or obligAlQ\ of ifi Cmpiiy. inludilS li)' clr.ln. 7 i i

~on rlla ct exi rin i collon wjlb a CI und ii Brinicc Co

M us in llis Ain Aiit. ii lem "Sala Tiitlon" IIlly llon or sees of trdOM InvolYinl (I) an aisilOIL

cimli wlib auci CO"' (b) li iitlsidan. didy or iod\iy, by A bv1' or bii)' (wlilct iiim ,i. Inlud A "F' 01 iiii Gl deli li ScOl 13(d) of ii ScDrllcs EiMqO Ac: at I~. li al, or equiiy inlcls ot opUon:. 01 .liY ciblna mClf

ni. cOlllIdaliOl. or olhor biine oiilridOl pOIl io wtcb i1c lnlMen or Gll6 of ii CoillY ai if11ily el Indm:l1y.

coniliiils a ~orilY or 1M di OIlallilUlllllok or th Conill;Y tl pibol A lliil)' At di diiz ouatad"1l1 volln pcCf or dili

ComplOY (clClt ii I oi wiil i: Siaold lI I tuul! or i RcilNCI Mim (0) liy ocher piili ar aciiiion. diy or

Iniii)'. bi . bUF Cl lnyc of lcnU1ClI iwis ai:.riiies IX oicr lnie or ii Compiiy or (d) li flOI or ajii ve or

oihi: i_is (M "Eiiiig Stildu De"). .

pahlp wldi ih Comi ordlrit inve.imi in du Compiiy rar JI pwsc of elng . lrrc: ot iIlnim in dlo Com~ny to a dinl

pll)'. Pot ile avol or doUll1, ex lI provide ii llilOl 2(b). oi or tl roqoiii JI Iluil tr-illons In wlucl li halil or
ili lriti=i Qf obUgition. or 1110 Compii)' oacbiiso or cove ai)' poii or iuw seilll Of oblill fii eqoliy In~lS or ...11 Dl

04/13/2009 16:44 FAX 713 236 4603

LAZARD

~003/010

Pacific Energy Resours Ltd.

Mach 25, 2008

Page 3

the minium fee OD each such Sale Transacton shal be $500,00. (i.e. a
tota minimum fee of $1,00,00 if Sale Transactions occur involving

both the Beta Field and the ALaska Assts and II tota minimum fee of
$500,000 if only one of the two ar involved in a Sale Tl'iUaclion)~

Fuhermore, if a third-paty offer, bid or proposal wiih respect to a Sale

Tranaction is reived oid th Company ulumely enters ioto an
Existig Stakeholder Deal, such trsaction shall be deemed to be a Sale

Tranaction and Laard shal be piud the Sales Trasaction Fee on

consummation thereof.

(c) A fee, payable upon consumation of II Finacing with repet to which

Lazar has provided services. equal to the amount set fort in Schedule IT (the "Financing Fee"). Furtermore, If a tbld-pany offer. bid or proposal

with rcspect to a Financing is received and ultiately financing is

provided iu whole or par by existin Staeholders, such trction shal

be deemed to be a Financing and Lazard shall be pad the Finacing Pee

OD consummation theref.
(d) If any tetIony in Banptcy Court is reueste of

Laard, the Monthy

Fee for the month(s) in wluch ~lUd prepats to provide such testiny

or provides such tetimony 18 provided shal be increased to $200,00.

(e) For the avoidace of any doubt more than one fee may be payale
pursuant to clauss (b) and (e) above.

(1) in the event tht Company mre a financial advisorto assist it in

connection with a restrctug, rerganiation or reapitaization of the Company (a .'Rest,cturng"), the Company agrs lbt it willuc LamJ

subject to Lazard's agrment to so act, for such servces an wi pay

La incteinenml fee to be agre in good fai and to be consisteot

wJth the compensation paid to financial advjsors of slmUlU stading acting in sibll' situations. For the avoidace of doubt, Zolfo Cooper, LLC and

afliats, Albrecht & Assixiates, Inc., and Mark Clemans ax speificaly

exclude from this clause. .

(8) In addition to any fees that may be payable to Lad and, regardless of

whether any trction occur, the Compay shal promptly reimbure

Lard for all: (A) reasonable expenses (including trvel and lodging, data procesiog and coinunlcauons charges, courer service and other appropriate expenditures) and (B) other reasonable fes and expenses,
including expenses of counsel, if any; and

04/13/2009 16:44 FAX 713 238 4603

LAZARD

I 004/010

Pacifc Energy Resours Ltd.

Marh 25, 2008 Page 4

(h) As part of the compensation payable to war hereunder. the Company

agres that the indemnification, conlIbudon and related provisions (the

"Indemnification Lettet') entered into on December 17, 2008 shaD be

incorpiad herein in their entiy.

(1) Al amounts refereced hereunder retlect United Stas curency and shal
be paid promptly In cash afer such amountS accrue bereunder.
Retention in Chater

11 Proceedinf!s:

3. The Company agres that it wiU use best efrt to obtan prompt authonzaton from

the Banptcy Cour to .rtai Laard on the tenu and conditions set fort in ths Amnded
Agreement under the provisions of Section 328(a) of the Banptcy Code. Subject to being so retained, Lazard agee!! that during th pendency of any such proceedgs, it shal continue to

perform its obligations under this Amended Agrment llnd that it shaH fie interim and final
applications for allowance of the fee and expenseS payable to it under the term of th

Amended Agreement pursuant to the applicable Federa Rules of Banptcy Procedure, and the local roles and order of the Banptcy Cour The Company shal supply Lazard with a draft of

the application and proposed retention order authOrizing Laard's retention suffciently in
advance of the filing of such application and proposed order tQ enable Laar imd its counsel to

review and comment thereon. Lazar shall be under no obligaton to provide any services under

ths agrement 1 the event that the Company becomes II debtor under the Baiptc Code
unless Laar's retention under the terms of ths Amended Agreement is apved under section

328(a) of the Banptcy Code by (mal order ot the Banptcy Cour wlucb order is acceptable
to Lad. The application shiil note th in so agring to see Laar's retention under Section

328(a) of the Banptcy Code the Company acknowledges tht it believes that Laard's geiieral restnctug expeence and expertse, its kiowledge of the capita marets aid its mecge'( and acquisition capabilties wiJ inure to the benefit of the Company in purng any Sale Tlanaclion

and any Pinancing and, if applicable, any Restrcturng, tht the vaJue to rh Company of

Lad's services herem(lr denves in substatial par frm that expenie and experience and
that, accordngly, the strctu and amount of the defemd fees includig th Sale Tranaction
Pee iud Financing Fee, and, if applicable, Re.ircturg fee is reaonable resaress of the

numer of hour to be expended by Laard's professional in the perfrmance of the service to

be provided hereunder, and that the defell Sale Tmnsaction Fee and Financing Fee and, if

applicable, Restnctlirng Fee shalL not be considered to be I'bonuses" or fee enhcements unler
applicable law.

Other:

4. No fee payable to any other peon, by you or any other pary, shal reduce or
otlefWse afect any fee payable hereunder to as.

5. The Company wil fuish or cause to be furnshed to Laard such curnt and
historical fiancial iiifOI'tion and other information regarding the business of the Company as

04/13/2008 16:45 FAX 113 236 4803

LAZARO

ia 005/01 0

Pacifc Energy R.esources Ltd. Maroh 25, 2008

Page S

Laard may request in connection with tlus engagemeot. The Company repreents and warts

to Lazard that all of the foregoing informtion will be accue and complete at the m it is
furnshed, and agees to keep Lazaid advised of al developments materialy afecting the

COQlpany or its financial position. In performng ,ts services puruant to tls Amended
Agrment, including in oonnection with any valuation of

the Company, Laar shl be entitled

to rely upon inormtion fusbed to it by the Company or that is publicly avaiable, may

assume the accuacy and completeness of such infoMation aod shal not asume any
respoDsibilty for independent verification of any such inonnaton. Laard wil not, as par of its

engagement underte any independent valuation or appraal of any of the assets or liabilties

of me Company or of any t1u pary, or opine or give advice to the Board of Diecors, the Company or maagement or shareholders with respet therto or witb, respet to any isS\cS of
solvency.
6. li performg its services pursuant to this Amended Agrement, Lazard is not

assuming any responsibilty for the decision of the Coml'any or aoy other pary to pursue (or not

to pursue) any business strtegy or to effect (or not to effect) any Sale Trasaction, Financing or

ower tractlon. Laar shall not have any obligarion or responsibilty to provide "cnsis
management" for or business consultant services to the Company, and shal have no
responsibilty for designing or implementing opradng, ot'aniiational. acloislnive. cash

management or liquidity improvements; nor shal Laar be reponsible for providing any taX, legal or other spialst advice.

7. It is understood and agreed that nothing contaned in ths Amended Agreement sha constitute an expres& or implied commtmept by Lii or Lazar Capita Markets ILC or any
of their repetive affiates to underwrite, place or purhase any securties In a fiancing or

otherwise. which commtment shal only be set fonh in a separate underwriting, placement
agency or purchas agrment, as applicable, elating to the financing.

8. The Indemnfication Letter shal surive any termtion or ex~iration of this

Amended Agrnient.

9. In order to cootdinate out' effort on behaf of the CQmpli dunQ.~ the peod of our
engagement hereunder, the Company wil promptly Inform Laai or any dicussions,

negotiations. or inqiiries regadig a potential Sale Trasaction, including any sucb discussions
or inquines tht have occi durg the six .month period prior to the date of this Amended

Agrment. In tbo event that Laard receives an inquir concerng any traction, we wil
promptly inorm the Company of such inquir.
10. Ou engagement hereunder wil automaticaly expire on confiation and

consuuuation of II plan of rerganation for the Company and may be earlier termated by you
or us at any time without llablUty 0" coniinuing obliption to you 0" us, except that following

such termnation and any expirtion of ths Amended Agrement (8) we shall remain entitled to any lees accrued puruait to Section 2 but not yet paid prior to such temnation or ex.piration, as
the case may be, and to reimbursement of expenses incurr l'nor to such termnation or

expjratioD, as tbe cas may be, and (b) in the cae of teraton by the Compay and aiy
expiration of this Amended Agreement, we shal remain

entitled to full payment of all fees

04/13/2009 16:45 FAX 713 236 4603

LAZARO

II 006/010

Pacifc Energy Resoures Lt. Marh 2S, 2008

Page 6
contemplated by Section 2 hereof in reect of any Sale Transaction and any Fmancing

announced or resiiting from negotiations occurng durig the period from me da heref unti one year following such termnation or expiraton, as the case may be. The obligation in 2(f) sball also surive for a perod of one year following termnation by the Company and any
expiration of tlus Amended Agreement.
1 1. The Company recognizes tha Laard bas ben engaged only by Uie Company and

th the Company's engagement of Lazard is Dot deemed to be on behalf of and is Dot intended to

confer rights upon any sharholder, parner or other owner of the Company, uy cretor, lender or any other person not a pary bereto as against La or any of its affliat(l Of any of their respective dirtors, offcers, members, agents, employee or repreentatves. Unless othrwise expressly agrd. no one, otner than senior maagement Ot tile Board of Directors of the
Company is authorized to rely upon the Company's engagemeDt of Laar or any statements,

advice. opinions or conduct by Laiar Without limiting the foregoing, any advice. wcinetl or

oral, rendered to the Company's Boar of Directors or management in tle course of the
Company's engagement of Laard ar solely for the purose of assistig semor miiagement or

tbe Board of Directors of the Company, as the ciie may be, in evaluating any Sale Trasaction or Finaneing and does not constitute a recommendation to any stakeholder of the Company that

such stakeholder might oi: should aiIc in connecdon wtth the Sale Tmnsaction or Fiancing.
Any advice, written or ora. rendered by Laar may not be disclosed t'ubllcly or made aviilable
to thd pares wii:out the prior wrtten consent of ward. Notwithstanding th foregoing,

nothng herein sha prohibit you from disclosing to any and all persons the ta treatment and ta

strctu of any traction and the portons of any matea that llillte to such ta trabnent or
tax strctu. Laar's role herein is that of an independent cODUctor; nothlg herein Is Jntended

to create or shall be constmed as creating a fiduciiiry relationslu between 1.a.d am! me:
Company or its Board of Ditors.

12. In connection witb the services to be provided hereunder, Laar may eniploy the s6mces of its affUiates and Lazard Capita Marets LLC and may share with any such entity any inoimatlon conemig i:e Compay. provided that Lazar and such entitles shal hold any nonpublic infonnation colldential in ilordiuce with their repetivo customar policies elating to

nonpubUc lnformtion. Any such entity so employed shal be entitled to all of the beoelit.
aforded to Laar hereunder and under tbe Indemnifcation Lettr and sbaD be entitled to be

reimbured for its costs and eipenses on the sam basi. as Laard.

13. Th provisions heref shall inur to the benefits of and be bindig upon the
succesrs and assign of the Company, Laar and any other person entitled to indemnty under

the Indem.ficaton Letter. You age that the Compay's obligations puruat to ths Amended Agrmen sha be joint and several. Ths A.ended Agrment amends and retates in entity
tlie engagement agrement between Laard and the Company dated December 19, 2008 (the

"Intiii Agrment'), except that (i) for i:e avoidance of any doubt. Laar shal remai entltled to any amouDts accrued prior to the ate hereof pursuant to the Inal Agrment and () the
Indemnfication Letter shal reman in full force and effect and apply to our engagement

hereunder. This Amended Agreement and the related Indemification Letter embody the entire agrement and understand!ng among the pares hereto related to the matters provided for berein,

04/13/2009 1B:4B FAX 113 238 4803

LAZARD

fl 007/010

Paifc Energy ReSDUlCS Ltd.

Mar 25, 208

Page 7
14. Ths Amended Agrent an any clai rewed dlrcdy or indiectly to Ib

Amended Agrent (including any claim concmig advice provided pursant to ths
Amended Agenc) sha be govemed by and constred in accordco wilh th Jaws of the Sta of New York without regar to the principle of onfcts of law. No such clai shal be

commenced, prte or continued in any foru otr th the cort of the Sta of New
Yor locate in th City and Couniy of New York or l the United Stites Disbict Coon for the
SouEbem Distrct of New York, and each of th paros heiby submits to th jurction of such

court. The Company hereby waives on behalf Qf itself an its SUctssors ancl asign any and
aU right to are lh th choice of foiim provision is or bas become uuiasoaable in any lega

prog. The Company waives all dght to tral by iUl in any lWOU, pioeedia or
counterclaim (whether bas upon contrt, tor or otherwjse) relate to or arsing out of th

engagement of Laar pursuant to, or tbe perfomiee by La of the serice contemplat

by, tls Amende Agrement.
If the foregoing Amended Agrment is in accordance with your understandig of the
term of our engagement, plcii.'o sign and return to us the enclosed duplicate bereof.

Very trly yours,

Accepted and Agreed lO as of the date fit wrtte above.

PACIC ENY REOURCE LTD.,

OD bcli of itself und its controUed 8ubsidiiues

BYG- - Darn Xac

Prsident

04/13/2008 16:46 FAH 713 236 4803

LAZARD

Ii 008/010

Pacifc Energy Resources Ltd Marh 25. 2008

Page 8

SCHDtJ I
Fees for Sale Trasactions

Agizi~ Considemtion

Incrementa Fee

A. Alasa Sale:
The following tale outlnes the Sale Transacton fee schedule for any sale involving any

of the AJlIka Assets, subject to the ltoimum fee of $500,00 described above in 2(b). The tota

fee fo.. the Alaska Assets is calculare by breakng down the Aggrgarc Consideraon and
multiplying each increment by the corrsponding incremental fee. For example, for a tranaction

in which the Aggregate Considertion paid is $45,00,00. the fee would be $600,00
($20,000,000 times 3.0%) + $400,00 ($20,00,00 times 2.0%) -1 $50,00 ($5,00,00 ties

1.0%) which totals $1,050,00.

Al!izgate Consideration

Incremental Fee %

($ in milions)
$0 - $20

$20 - $4 $40+

3.0% 2.0%
1.0%

B. Beta Field Sale: In the event of a Sale Trsaction involviog the Beta Field. 0.5% of the Aggregate Consideration, subject to the minium fee of$5oo,oo as described above in 2 (b).
C. Whole Company Srde:

In the event of It Whole Company Sale, iIe iota fee, subject to the miwn tee of $1,00,000 decribe above in 2(), shal be the Sum ot the fee blled OD the fee schedles
above for each of the Alaslc Assets and the Beta Field. The Aggrgate Consideraon shal be

the value allocated to each in th definitive purhase and sale agrment(s) relatng to such
transaction. or, If no such value ls allocated, as mutually agred in good faith by the Company
and Laard. ror example, J! the tow Aggregate Consideration recoived fot' the Whole Company

is $245.00,00 and $45,00,000 is allocate to the Alaska Assets and $200.00,00 is alocated to the Beta field, the total fees shal be S2,050,00 - $1,050,00 atbutable to the Alllka Assets (as calculate above) and $1,000,000 attrbutale to the Beta Field ($200,00,00 ties 0.50%)

04/13/2009 16:46 FA~ 1132364603

LAZARO

II 009/010

Pacfic Bnergy Reources Lt.

March 25, 2008 Page 9

For putposes hereof, the rc "Aggrgate Consideration" means (x) ~e tota amount of cash
and the fa market value (on the date of payment) of all of die propeny paid and payable (including
amounts paid into escrow) in connection with the Siie Tl'tion (or any related trsaction),
including aiounts paid and payable in repet of convertble secrities, prcferr equity seunties,

warts, &tock appeciation righlS. option or similar rights, whether or not veare. plus (y) the pnncipa amount of all indebtedness for borrwed money or odier nab1Udes of the Company or relevant Company entity, as applicable. as set fort on the most recent balance sheet. or, in cas of the sa,e of asets, all indebtednss for borrwed money or olber liabilties (includig any payables)
assumed by the thd par. As-sregare Consderation shal also inlude tho aggrgate amount of any

dividends or other disirbl.tions declar by the Company or relevil Compy entity, as appUcabJe. after the date he~f other than normal quarrly cash dividends. and. in the cae of the sae of assets. the net vaue of any currnt lIsels or resmcied cash or investments held dlt)y 01' lA trst to fund future abandonment liabilties not sold by the Company or relevant Company entity, as applioable. For puroses of calculating Aggrgate Consideraiion, (i) aU shares wil be deemed trnsferred where a Sale Transaction is effected by the transfer of shares, (a) constIhiting more th 30% of ile then
outstanding equity seurities of 01' equity intel'cst in tho Company 01' relevant Company entity, as applfcable, or (b) possesing more th 30% of the then outstading voting power of the oor.tandin~

market wil be cfmied on the basis of th avemge closig pnce in sub market for th 10 trding
days prior to the closing of the Sale Traaction (the "Valuation Dat''); and the value of seurities
securties or orber propert On such Valuation Dat iud an msmiile stok (i.e., stok in a pubnc
compay not frly tradeable) received shall be

equlcy seurities of or equity iDterest in the Company or relevant Company entity. as applicable, and (Ii) the value of secwities (whether debt or equity) th am frely trdable in an established public

tht have nD establish8d pUblio mark.et 0.. other prope will be the flr mart vaue of such

vaued at 85% of the public uit price of such

stock. Aggrgate Consideratioii shal alo be deemed to liclude peDsion liabllties, guarantee of momes borrowed assumed directly or indirectly by 'any thd pary, and tho amoUDt at all indebtedness "crdit bid' by any creditor of lle Company. If th Aggrgate Considemtion is subject
to incrase by contingent payments related to futu events, the porton of our fee relaig therto

sha be calculate by us in good faith and paid to us upon consummation of the Sale Tracton.

SCHEDUL II
Fees for Finacings
The following table outlines the Financing Fees. The total Financing Fee shal be
calculate by multiplyig th appUcable fee percentage by the tota gross proceeds rad in each

Financing.
Funds Rased

Fee

Senio.. Secul'd Debt Senior Debt

1.00%

3.00%

04/13/2009 16:41 fAX 113 236 4603

LAZARD

ia010/010

Pacific Energy Resoures Lt

March 25, 2008
Page 10

Suboidinated Debt
Convertble Debt'"
Convertble Prfen-d Stock. CommQ.Q Stock*

3..50%

3.75% 5.00% 6.00%

It is understood that the applicable fee perentages for converble debt, convertble prefered
stock and COUOD stock sli ellh be reduce by '0% widi respet to the potton of the grss

proees rllsed in a Pinancing from my of PeiroTras Company Ltd, CNOOC ItemBtional

Lbnltecl Sinopec International Lite, Chna Ilvestment CoiporatioD, Chia Ml\or Project
International Investments Limited, and AeON ("vestments.

EXHIBIT C

Retention Order

IN TI UND STATES BANKUPTCY COURT

FOR TI DISTRICT OF DELAWAR
Tn re:

)
) ) ) )

Chapter I i

PACIFIC ENERGY RESOURCES L TO., et al. i

Debtors.

Case No. 09~1018S (KJC) (Jointly Administered) Related To Docket No. i 71

CONSENT ORDER AUTHORIZING TH EMPLOYMNT AN RETENTION OF

LAZAR FRRES & CO. LLC AS INVSTMENT BANR AN

FIANCI ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE PURSUANT TO 11 V.S.C. 327(a)
AN 328(8). FED. R. BANK. P. 2014 AND 2Cl16. AND DEL, BANKR L.R. 2014-1 .

Upon the application (the" Applcation,,)2 of

the above-captioned debtors

(collectively, the "Debtors") for enti of

an order (the "Order") puruant to sections 327(a) and

328(a) of

the Baoktcy Code, Banptcy Rules 2014 and 2016, and Local Rule 2014- J.

authorizing the Debtors to employ and retin Lazd Frres & Co. LLC ("Lazd") as investment
baner and financial advisor to tne Debtors nunc prQ tunc to the petition date (the "Petition

Date'') on the term set fort in the engagement letter between Debtors and Lazd, dated as of
April 30, 2009 (the "Second Amended Engagement Letter") atthed heret as Exhibit "I", and

the related indemnification agreement of even date (the "Indemnfication Lett" and, together
with the Engagement Leter, the "Second Amended Laard Agreement"); and upon the
Declaration of Gerr TywoJUuk in Support of

the First Day Pleadings; and upon consideration of

i The Debtors n these cases, along with the lasl four digits of each of

the Debtors' federl ta identicaon

n\uner, ar: Pacific Energy Reources Ltd. (3442) Petrcal Acqisition Corp. (6249); Pacific Energy Alilb

Holdlns, LLC (ta I.D, # not avaable); Caniiil'lI Acquisition Corp, (S866); Pacifi EnerS) A1akll Qprimng LLC Inc. (9487); and Gotland Oi, Inc. (5463). The (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy,
mailng address for all of

the Debtors is i 11 W. Ocea Boulevar Suite 1240, Long BiiaM, CA 90802.

2 Capitalized tenns used Iierein but not defined herein shall have the meIDings Ilribed to such te in the

Application.

68773-002\DOCS_LA:20 1654.1

th Declaration of Ar N. Lefkovits in support of

the Application; and th Cour beig satisfied

that the relief

requested herein and the employment ofL~d is necessar and in the best

interests of

the Debtors' estates, their creditors, and other pares in interest; and Lazard having

represented to the U.S. Trustee and ths Cour that it does not hold debt or equity
securities of the Debtors for its own account; and the Court having

jurisdiction over th matter

pursuant to 28 U.S.C. 1334; and it appearg that this proceeding is a core proceeding puruat
to 28 U.S.C. lS7(b)(2); and it appearing that venue of

ths proceeding is properpiiuat to

28 U.S.C. 1408 and 1409; and the Court being satisfied that notice oftbs Application and
opportnity for a hearng on this Appl1catiQn was appropriate under the parcular cirumtaces

and that no other or furher notice need be given; and the Cour being satisfied tht Lazard
neither holds nor represents any interest adverse to the Debtors' estates with respect to the

matters upon which it is to be employed; and the Cour being satisfied that Lazrd is a
"disintereste person," as that term is defined in Bankrptcy Code section 101(14) ofthe

Bankptcy Code; and after due deliberon and suffcient cause appearing therfor, it is hereby
ORDERED, that the Application is grted as modified below; and it is furter

ORDERED, that, as modified by ths Order, in accordance with Banptcy Code

sections 327(a) and 328(a), Banptcy Rules 2014 and 2016, an

Local Rule 2014-1, tbe

Debtors are authonzed to employ and retain Lazd in accordace with the temi and conditions

set fort in the Laard Agreement, as modified herein, effective nunc pro tunc to the Petition

Date; and it is fuer

ORDERED. that. subject to the followin "ORDERED" pargraph of

this Order,

all otLazards fees and expenses in these cases, includng, without limtation, the Monthy Fee.
2
68773-002\DS_LA:20154. I

the Sale Traaction Fee, the Financing Fee and the Testony Fee (each as defmed in the

Second Amended Engagement Letter), are approved pursuant to Banptcy Code section

328(8); and it is fuher

ORDERED, that, notwithstding anyt to the contr in this Orer, the u.s.
Trustee shall retain the right and be entitled to object to the Monthy fees, the Sale Transaction
Fee. the Financing Fee and the Testimony Fee based on the reaonableness stadad wider

Bankruptcy Code sections 330 an 331. The Debtor iid La.ard fuher stipulate and agree that
this Order and the record relating to the Cour's consideration of

the Application shall not

prejudice or othrwise afect the rights of

the U.S. Trustee to challene the reasonableness of

Lazard's compensation under Banptcy Code setions 330 and 331. Accordigly, nothg in

this Order or the record shall constitute a finding offact or conclusion of law bindig on the U.S.
Trustee, on appeal or othetwse, with respect to the reasonableness of

Lard's compensation;

and it is furter
ORDERED, that Lazrd shall file fee applications for monthly, interm and fmal
allowance of compensation and reimbursement of expenses puruat to the procedurs set fort

in Bankptcy Code sections 330 and 331, the Bankrutcy Rules. the Local Rules, and any

other

applicable procedures and order of

the Cour; provided, however, tht Lazard shall be

compensated and reimbursed consistent with the two prior "ORDERED" pargrphs oftbis
Order; and it is further

ORDERED, that the Debto are authorized to pay Lazad's fees and to reimburse

Lazrd for its costs and expenses as provided in the Second Amended La Engagement Letter
iii accordance with the monthly, interim and fmal fee application process approved by th Cour,
3

6877J.OO2\DOC_LA:2016S4.1

and none of

the fees payable to Lazard shall constitute a "bonus" or fee encement under

applicable law; and it is furter

ORDERED. that, notwithstading anyting to the contr in this Order, Laz

shall not seek reimbursement for the fees and expenses of its counsel that were inourd in
connection with the prosecution of this Application; and it is furer

ORDERED, that, notwithstanding anyting to the contrar in the Banptcy

Code, the Banptcy Rules, the Local Rules. orders of this Cour, or any guidelines regarding
subnssion and approval of fee applications. in light of serices to be provided by Luar and the

structure ofLazads compensation pursuant to the Second Amended Engagement Letter, Lazad
and its professionals shall be granted a limited waiver of the infonntion requirements set fort
in Local Rule 2016-2 to keep time records in Yi ~hur increments; and it is furter

ORDERED, that, nothing in the Application, the Lefkovitz Afdavit, or tbe

Second Amended Engagement Letter shall be constred to authorie the sharng of compensation
i contrvention of

Bankrptcy Code section 504; and it is furher

ORDERED, that paragrph 4 of

the En~agement Letter shan not prelude this

Cour from ordering appropriate remedies in the event that these cases are found to be
administratively insolvent; and it is furter

ORDERED, tht notwithstadig anng to the contr in the Second

Amended Engagement Letter, the Commttee and the DIP Lenders shan have the abiltyt prior to
the payment of any Sale Transaction Fee. to objec to the determnation tht a third-part offer is

"bona fide" and nothing contained in this Order shall be deemed to operate as a waiver of such

right to object.

4
68773-00Z\DS_LA:2016S4.\

ORDERED, that the provisions set fort in the Indenmification Letter are
approved, subject during the pendency oflhese cases to the following:
(a) subject to the provisions of

subpagrph (d), i!, the Debtors are

authorid to indemify, and to provide contrbution and

reimburement to. and shall indemnify, and provide con1ibuton and

reimburement to. the hideouified Persons (as dermed in the Indenmification Letter) in accordace with the Indemnification Lettr for any claim arising frm, related to. or in connection with the services provided for in the Second Amended Engagement Letter;
(b) notwithtanding an provisions of

the Indeification Lettr to the

contrar, the Debtors shall have no obligation to indemty Lazrd or

provide contrbution or reimburement to Laard (i) for any claim or expense that is judicially detenuncd (the determination having
become final) to have arsen from Laza's bad faith, self-deag,

breach of fiduciar duty (if any), willful JJsconduct or grss

negligence, (ii) for a contrctu dispute in whioh the Debtors allege the Cour detemies the breach of Lazd's contrctual obligations if
tht indemification, contrbution, or reimbursement would not be

perssible pursuat to In re United Arists Theatr ComDany. ct. aL.,

315 F .3d 217 (3d Cir. 203), or (ii) for any claim or expee that is
setled pror to a

judicial detemuation as to the exclusions set for in

clauses (i) and (ii) above, but determined by the Cour after notice and
a hearing purant to subpargrph (d). in, to be a lai or expense
for which Lazrd should not receive indeimty, contrbution or reimbursement under the terms otthe Indemnfication Lett, as

modified by this Order; .

() if, during the pendency of held unenforceable by reon of

the Debtors' cases, the indemnification is

the exclusions set fort in

subparagrph (b) above and Lazard makes a claim for the payment of

the Debtors' contrbution any amounts by the Debtors on account of obligations, then the proviso set fort in the second sentence of'the contribution provisions in the Indemification Letter shall not apply; and
(d) if, before the earlier of (i) the entr of an order continning a. chapter 11
plan in these caes (tht order having become a final order no longer

subjec to appeal), and (ii) toe entr of an order closing these cases, Lazrd believes that it is entitled to the payment of any amounts by the
Debtors on account of the Debtors' indemnfication, contrbution.

and/or reimbursement obligations unde the Indemfication Letter, as

modified by ths Order, including without limitation the advancement of defene costs, Lazard must file an application therefor in ths Cour,
and the Debtors may not pay any such amounts to Lazrd before the

5
6~773~1)2\O _LA:2016S4. i

subparagraph (d) is intended only to specify the period of

entr of an order by this Court approving the payment. This time durng
wbich the Court shall have jursdiction over any reuest for

compensation and expnses by Lazrd for indemncation

contribution, or reimburement and is not a provision limiting the durtion of the Debtors' obligation to indem Lazar and it is

furer

ORDERED, tht nothing in this Order shall be deemed to affect any and all rights

that the Committee or any pa~in~interest may have to seek avoidance, pursuat to Chapter S of

the Banptcy Code, of any prepetition payments made by the Debtors to Lazd, an all such
rights arc hereby expressly preserved, and it is fuer
ORDERED, that the Debtors ar authori, empowere and dicted to take all

actions necessar to implement the relief granted puruant to ths Order; and it is furter
ORDERED. that. durng the pendency of

these cases, ths Cour shall retain

juriSdiction with respect to all matter arsin from or 11

Dated: May l. 2009

6
68773-002\DOCS_LA:2016S4. I

EXHIBIT D
Details of Hours Expended

Pacifc Energy Resources, Inc. Lazard Frres & Co. LLC

October 1,2009 - December 31, 2009
Summary of Services Rendered by Project

Project #
i

Project Description
Interface with Professionals, Offcial Commttees, and Oter Paries-In-Interest

Oct -Dee
0.0 0.0 0.0 0.0 0.0 0.0
10.5

2
3

Business Operations Planing, Monitorig, Reporting and Analysis, and Projections

Prepartion and/or Review of Cour Filings

4
5

Cour Testiony/Deposition and Prepartion

Valuation Analsis
Capital Structue Review and Analysis

6 7 8

9
10
11

Merger & Acquisition Activity Financing Including DIP and Exit Financing General Corporate Finance, Research and Analysis, and Other Due Dilgence Fee Application, Engagement Employee Retention Program

0.0 0.0 2.5 0.0

13.0

TOTAL
Summary of Services Rendered by Professional
Name
Robert Lynd, Vice President
Oct -Dec

13.0

TOTAL

13.0

PCinr EDerg Resourres IDe. Time Detail

Lad Frrcs & Co. LLC

Robert Lynd - Vice President

Date:
10/01109 i 0/08/09
Weekly Update Call

DerriptioD orWork:
Weekly Update Call Weekly Update Call
Weekly Update Call

Houn:
1.0 1.0 1.0 1.0

Code
7 7

1012/09
10/29/09

7
7

OcrOBER HOURS

4.0

11/04/09 i I/OS/09
1 I/OS/09

Work on Bet Sale (Notice of Auction) Work on Beta Sale (Notice of Auction) Work on Beta / Alaslca Sale

1.0 1.0 1.0

O.S O.S O.S

7
7

1106/09
I 1/09/09

11/10/09
11110/09

11 /1109
i 111 2/09

11116/09

i 1/24/09

Work on Alaska Sale - Stellar Oil & Ga Deposit Review Fee Application Telephonic Fee Heaing Set Up Review Fees to Date Call with Goldman Sachs Work on Beta Sale (Notice of Auction) Review Fee Auditor Reprt Weekly Update Call

1.0 1.0 1.0

O.S

1.0

7 7 10 10 10 7 7 10 7

NOVEMBER HOURS

9.0

EXHIBIT E
Fee Calculation

Pacific Energy Resources Ltd. Monthly Fee Application Lazard Frres & Co. LLC

October 1,2009 - December 31,2009

Fee Calculation

Item
Monthy Fees: October 1, 2009 - October 31, 2009 Monthly Fees: November i, 2009 - November 30, 2009 Monthly Fees: December 1, 2009 - December 30, 2009 Sale Transaction Fee - Alaska Assets Sale Transaction Fee - Californa Assets

Amount Incurred
$50,000.00 50,000.00 50,000.00 250,000.00 750,000.00

TOTAL

$1,150,000.00

Summary of Out-of-Pocket Expenses (1)

Item
Courer/Shipping Employee Meals
Tempora Wages

Amount Incurred
$12.90 76.44
157.01

TOTAL

$246.35

(J) Additional expense detail wil be funished upon request.

Pacific Energy-Oct-Dee 09.XLS

Expense Detail

LAZARD
DEAL OPEN ITEMS BY CATEGORY
ALL EXPENSES

HOU00150 - Pacific Energy Resources LTD.

Currency: use - us Dollar

EXPENSE TYPE OPENIG BALANCE

TRS DATE DESCRIPTION

1/1/1900

BALANCE
0.00

Couriers I Shipping
10130/2009
U 19-OCT-2009 919N. MARETST 1 U 13-OCT-2009 919N. MARK ST 1

UNTED PARCEL SERVICE INC.

1 112009

UND PARCEL SERVICE INC.

Subtotl:
10121009 10/121009
10/1212009

6.45 6.45 12.90

14.27

Employee Meals

25.00 14.50
14.02 8.65

10/121009
10/1212009

Lynd-CAFE EXPRES #11110 HOUSTON TX 09/09/2009 Lynd-CAF ADOBE-WOODLANDS SHEANOA 09/0812009 Lynd-PUBFICTON HOUSTON TX 09/0112009 Lynd-SHAY'S CAFE 542929 HOUSTON T 09/1012009 Lynd-FL YIG SAUCER-HOUSTO HOUSTON T 09/0712009

Subttal:
10/261009 Peng-Word procesing 1/1112010 Word procesing

76.44
147.53

Temporary Wages

job cha /TIGER INORMTION SYSTEMS

job char/HEDWAY CORPORATE REOURCES CORP.

9.48

Subttal:

157.01

CLOSING BALANCE as of 1/1512010

246.35

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

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

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 2nd day of

February 2010 she caused a

copy of

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

the manner indicated:

Notice and Fee Application of

Lazard Freres & Co. LLC as Investment Banker and Financial Advisor for the Debtors for the Period October 1,2009 through December 31,2009

DEBR L. YOUNG NOTARY PUBIC STATE OF DELAWAR

Notary Public
Commission Exp.:

.. CO ex JW 18. 201

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 I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of

the Debtors is 11 I W.

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

Pacifc Energy Resources Ltd.

Hand Delivery
(Counsel to Official Committee of

Fee App Service List

Case No. 09-10785
Document No. 147432

Unsecured

03 - Hand Delivery 05 - First Class Mail 02- Overnight Delivery 01 - Interoffice Pouch

Creditors) David B. Stratton, Esquire James C. Cargnan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

(Counsel for Debtors)

Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Ste 1240 Long Beach, CA 90802

Interoffice Pouch to Los Angeles

(Counsel for Debtors)

First Class Mail (Debtors)

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

Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11th Floor

New York, NY 10026

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

First Class Mail

(Counsel to Offcial Committee of

Unsecured

Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

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

First Class Mail

(counsel to Offcial Committee of

Unsecured Creditors)

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe &. Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067
(Overnight Delivery)

(The Fee Auditor) Warren H. Smith Waren H. Smith & Associates, P.C.
Republic Center

325 N. St. Paul, Ste 1250

Dallas, Texas 75201

Overnight Delivery

the Fee Auditor) (Offce of Ms. Melanie M. White Warren H. Smith & Associates, P.c.
Republic Center

325 N. St. Paul, Ste 1250

Dallas, Texas 75201

68773-001 \DOCS_DE: 147432. I