IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: PACIFIC ENERGY RESOURCES LTD.

, et Chapter 11 Case No. 09-10785 (KJC) Debtor FINAL APPLICATION OF SCHULLY, ROBERTS, SLATIERY & MARINO PLC FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS SPECIAL OIL & GAS AND TRANSACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD FROM MARCH 8, 2009 THROUGH DECEMBER 23, 2011 Name of Applicant: Schully, Roberts, Slattery & Marino PLC (the "Firm", Special Oil & Gas and Transactional Counsel for the Debtors Pacific Energy Resources Ltd., et al, ("Debtors and Debtors-in-Possession") March 8, 2009

Authorized to Provide Professional Services to:

Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary:

January 1, 2011 to December 23, 2010 $1,362,443 .50 2

Amount of Expense Reimbursement sought as actual, reasonable and necessary: $12,190.83 This is an: interim X final application

This is the Final Fee 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); Pelrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

Includes total fees (including changes) billed to Debtor, including those disputed by fee auditor.

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Summary of Fee Application

Requested Mo. Application Period Coveted 1 March March 9,2009 to 4arch 31, 2009 April April 9, 2009 to April 30, 009 May May 9,2009 to May 31, 2009 June June 9, 2009 to June 30, 2009 5 July uly 9, 2009 to July 31, 2009 August August 9, 2009 to August 31, 009 September September 9,2009 to September 30, 2009 October 9, 2009 to October 8 October November 10 December 11 January 12 February 13 March 14 April 15 May May 31, 2010 16 June une 1, 2010 to June 30, 2010 7 July 8 August 19 September 10 October 11 November 12 December Total 8,478.00 10,300.00 9,239.00 5,627.50 8,969.00 5,831.01 4,400.01 1,362,443.50 0.00 119.68 0.00 0.00 361.36 0.00 0.00 12,190.83 0.00 119.68 0.00 0.00 361.36 0.00 0.00 9,825.00 0.00 7,860.00 0.00 November 9, 2009 to November 30, 2009 December 9, 2009 to December 31, 2009 January 1, 2010 to January 31, 2010 February 1, 2010 to February 18, 2010 March 1, 2010 to March 31, 1010 April 1, 2010 to April 30, 1010 Fees 88,261.75 103,653 . 50 95,177.00 108,679.51 219,508.50 149,092.51 101,985.01 80,202.50 130,043.75 152,135.01 27,570.01 10,620.00 18,420.00 8,625.00 Expenses 1,201.20 797.22 1,107.23 396.69 661.63 247.90 30.8 863.91 1,253.29 735.54 422.09 223.93 1,303.86 203.21 Interim Approval Fees 70,609.39 82,922.80 76,141.60 86,943.60 175,606.80 119274.00 81,588.00 64,162.00 104,035.00 121,708.00 22,055.00 8,496.00 14,736.00 6,900.00 Expenses 1,201.20 797.22 1,107.23 396.69 661.63 247.90 30.89 863.91 1,253.29 735.54 422.09 223.93 1,303.86 203.21

J uly 1, 2010 to July 31, 2010 August 1, 2010 to August 31,

oio

September 1, 2010 to September 30,2010 October 1, 2010 to October 1,2010 November 1, 2010 to November 30, 2010 December 1, 2010 to December 23,2010

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ATTACHMENT B TO FEE APPLICATION

SRSM PROFESSIONALS Name of Professional Individual Position of the Applicant, Number of Years in the Position, Prior Relevant Experience, Year of Obtaining License to Practice Shareholder 1996; Joined Firm 1996; Member of LA Bar Shareholder 1992; Joined Firm 1992; Member of LA Bar Associate 2006; Member of LA Bar Associate 2006; Member of LA Bar since 1987 Shareholder; Member of LA Bar since 1996 Associate 2004; Member of LA Bar Associate 2006, Member of LA Bar Associate 2006; Member of LA Bar Paralegal g Paralegal Chantelle C. Boudreaux Legal Assistant Hourly Billing Rate Total Hours Billed Total Compensation

Anthony C. Marino

:550.00 450.00 $450.00 $425.00 $300.00 $350.00 $375.00 $385.00 $250.00 $225.00 $250.00 $210.00 $220.00 $275.00 $200.00 $225.00 $95.71 $150.00 $185.00 [blended rate]

324.8 331.4 1.1 13.35 838.9 934.76 627.70 0.4 20.5 29.2 1.3 .50 27.1 29.3 185.1 123.7 199.6

178,640.00 149,130.00 495.00 5,673.75 251,670.00 327,166.00 233,400.00 154.00 4,612.50 6,570.00 325.00 105.00 5,962.00 8,057.50 37,020.00 27,832.50 3,085.10

Gerald F. Slattery

Herman E. Garner Jr. Lynn G. Wolf

Paul J. Goodwine Kathleen L. Doody Emile Dreuil, III

_

Jefferson B. Goldman Joan S. Seelman Diane Castle

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Name of Professional Individual

Position of the Applicant, Number of Years in the Position, Prior Relevant Experience, Year of Obtaining License to Practice

Hourly Billing Rate

Total Hours Billed

Total Compensation

Edward Boudreaux Associate 2010

$200.00

2.8

$560.00

Susan Flymel Legal Assistant

$200.00

5.7

$1,140.00

Grand Total: Blended Rate:

$1,362,443.50 [invoicesJ $368.50

Totals include disputed hours and fees and includes blended fee rates generated by firm billing.

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COMPENSATION BY CATEGORY 2,232.5 1,027.05 182.2 313.6 100

Asset Disposition Bankruptcy Litigation Business Operations Claims Admin/Objections Compensation of Professionals/Fees Applications EXPENSE SUMMARY

866,686.35 311,836.50 79,711.00 66,531.50 32,564.50

Delivery/Courier Service FedEx Legal Research - PACER, WESTLAW, Capitol Services, EDGAR, SEDAR Reproduction Expense at $0.10/page Long Distance Telephone Professional Fees for advice of FCC Counsel at request of Debtor Recordation State of Alaska

1,443.65 PACER EDGAR Online 4,402.69

2,443.90 79.52 2,112.50

Keller & Heckman

1,057.58

Date:
SCHULLY ROBERTS SLATERY & MARINO

Includes hours required by Fee Auditor to generate multiple versions of Fee Applications and to respond to questions posited by the Fee Auditor. 2 SRSM may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: PACIFIC ENERGY RESOURCES LTD., et al., Debtor FINAL FEE APPLICATION OF SCHULLY, ROBERTS, SLATTERY & MARINO PLC FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS SPECIAL OIL & GAS AND TRANSACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD FROM MARCH 2009 THROUGH DECEMBER 23, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Courts "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 15, 2009 (the "Administrative Order"), Schully, Roberts, Slattery & Marino PLC (or the "Finn"), Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession ("Debtor"), hereby submits its final fee application (the "Application") for Compensation and for Reimbursement of Expenses for the Period from March 8, 2009 through December 23, 2010 (the "Final Fee Period") in the amount of $1,362,443.50 and actual and necessary expenses in the amount of $12,190.83 for a total payment of $1,374,634.30. The firm further requests the Court to consider substantial fee disallowals of the Fee auditor that do not recognize the protracted length of the case, the level of Chapter 11 Case No. 09-10785 (KJC)

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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the firms involvement in dealing with complicated and extensive title issues and issues for over 100 mineral leases, massive historical document retrieval for data rooms, co-counsel, and lenders, the difficulties involved in providing due diligence, lease and regulatory information to over one dozen prospective purchasers/bidders, the necessity of educating non oil and gas bankruptcy attorneys , lenders and creditors in the day to day operation of mineral interests; and the hardships placed on a small firm in undertaking the matters. In support of this Application, the Firm respectfully represents as follows: Retention of Schully, Roberts, Slattery & Marino PLC 1. The retention of the Firm, as counsel to the Debtor, was approved effective as of

March 8, 2009, by this Courts "Order Granting Debtors Application to Retain Schully, Roberts, Slattery & Marino PLC as Special Oil & Gas and Transactional Counsel Nunc Pro Tune Pursuant to Section 327(e) of the Bankruptcy Code and Bankruptcy Rule 2014" entered on or about April 15, 2009 (the "Retention Order"). The Retention Order authorized the Firm to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. Summary of Services Rendered 2. The Monthly Applications of the Firm for the period March 8, 2009 through

December 23, 2010 have been served pursuant to the Administrative Order. 3. The services rendered by the Firm during the Monthly Fee Periods are grouped

into a single category related to the Firms role as Special Oil & Gas and Transactional Counsel for the Debtor. 4. During the Monthly Fee Periods, the Firm, among other things: (1)

communicated with regulators in response to notices related to reporting requirements, royalty

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assessments, lease maintenance and pending litigation; (2) assisted Debtor in the preparation of -motions and memoranda relating to oil and gas and transactional legal issues, prepared and reviewed lease and property assessments for entities who are managing Debtors assets, in the review of deeds and assignments to Debtor for assets acquired by Debtor, and in the review of plans of exploration and on-going operation of Debtors oil and gas business; (3) assisted Debtor in responding to claims made by Debtors co-lessees for moneys due under various oil & gas agreements; (4) responded to direct creditor inquiries regarding conduct of Debtors ongoing business, including properties previously held or serviced by Debtors;

(5) worked with

complicated regulatory claims against the Debtor to preserve assets for the estate; and (6) supported bankruptcy counsel in adversary actions involving the initial acquisition of the properties by the Debtor (the properties being the subjects of two prior bankruptcies with substantial records and document volumes). 5. On April 24, 2009, the Firm served its First Monthly Application for March 9,

2009 though March 31, 2009 ("First Monthly Application") requesting $88,261.73 in fees and $1,201.20 in expenses. This court entered its Order approving the Firms First Quarterly Application, which included the Firms First Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $70,609.39 of the fees requested and $1,201.20 of the expenses requested in the First Monthly Application. 6. On July 10, 2009, the Firm served its Second Monthly Application for April 1,

2009 though April 30, 2009 ("Second Monthly Application") requesting $103,653.50 in fees and $797.27 in expenses. This court entered its Order approving the Firms First Quarterly Application, which included the Firms Second Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $82,922.80 of the fees requested and $797.27 of

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the expenses requested in the Second Monthly Application. 7. On July 7, 2009, the Firm served its Third Monthly Application for May 1, 2009

though May 31, 2009 ("Third Monthly Application") requesting $95,177.00 in fees and $1,107.23 in expenses. This court entered its Order approving the Firms First Quarterly Application, which included the Firms Third Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $76,141.60 of the fees requested and $1,107.23 of the expenses requested in the Third Monthly Application. 8. On September 10, 2009, the Firm served its Fourth Monthly Application for June

1, 2009 though June 30, 2009 ("Fourth Monthly Application") requesting $108,679.50 in fees and $396.69 in expenses. This court entered its Order approving the Firms Second Quarterly Application, which included the Firms Fourth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $86,943.60 of the fees requested and $396.69 of the expenses requested in the Fourth Monthly Application. 9. On October 9, 2009, the Firm served its Fifth Monthly Application for July 1,

$661.63 in expenses. This court entered its Order approving the Firms Second Quarterly Application, which included the Firms Fifth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $175,606.80 of the fees requested and $661.63 of the expenses requested in the Fifth Monthly Application. 10. On December 1, 2009, the Firm served its Sixth Monthly Application for August

1, 2009 though August 31, 2009 ("Fourth Monthly Application") requesting $149,092.50 in fees and $247.90 in expenses. This court entered its Order approving the Firms Second Quarterly Application, which included the Firms Fifth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $119,274.00 of the fees requested and $247.90 of

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the expenses requested in the Fifth Monthly Application. 12. On December 12, 2009, the Finn served its Seventh Monthly Application for

September 1, 2009 though September 30, 2009 ("Seventh Monthly Application") requesting $101,985.00 in fees and $30.89 in expenses. This court entered its Order approving the Firms Third Quarterly Application, which included the Firms Seventh Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $81,588.00 of the fees requested and $30.89 of the expenses requested in the Seventh Monthly Application. 13. On December 11, 2009, the Firm served its Eighth Monthly Application for

October 1, 2009 though October 31, 2009 ("Seventh Monthly Application") requesting $80,202.50 in fees and $863.91 in expenses. This court entered its Order approving the Finns Third Quarterly Application, which included the Finns Eighth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $64,162.00 of the fees requested and $863.91 of the expenses requested in the Eighth Monthly Application. 14. On January 12, 2010, the Firm served its Ninth Monthly Application for

November 1, 2009 though November 30, 2009 ("Ninth Monthly Application") requesting $130,043.75 in fees and $1,253.29 in expenses. This court entered its Order approving the Finns Third Quarterly Application, which included the Firms Ninth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid 4104,035.00 of the fees requested and $1,253.29 of the expenses requested in the Ninth Monthly Application. 15. On February 16, 2010, the Firm served its Tenth Monthly Application for

December 1, 2009 though December 31, 2009 ("Tenth Monthly Application") requesting $152,135.00 in fees and $735.54 in expenses. This court entered its Order approving the Firms Fourth Quarterly Application, which included the Finns Tenth Monthly Application. Pursuant

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to the Administrative Order, the Firm has been paid 121,708.00 of the fees requested and $735.54 of the expenses requested in the Tenth Monthly Application. 16. On March _, 2010, the Firm served its Eleventh Monthly Application for

January 1, 2010 though January 31, 2009 ("Eleventh Monthly Application") requesting $27,570.00 in fees and $422.09 in expenses. This court entered its Order approving the Firms Fourth Quarterly Application, which included the Firms Eleventh Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $22,056.00 of the fees requested and $422.09 of the expenses requested in the Eleventh Monthly Application. 17. On April 10, 2010, the Firm served its Twelfth Monthly Application for February

1, 2010 though February 28, 2010 ("Twelfth Monthly Application") requesting $10,620.00 in fees and $223.93 in expenses. This court entered its Order approving the Firms Fourth Quarterly Application, which included the Firms Twelfth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $8,496.00 of the fees requested and $223.93 of the expenses requested in the Twelfth Monthly Application. 18. On March 7, 2010, the Firm served its Thirteenth Monthly Application for March

1, 2010 though March 31, 2010 ("Thirteenth Monthly Application") requesting $18,420.00 in fees and $1,303.86 in expenses. This court entered its Order approving the Finns Fifth Quarterly Application, which included the Firms Thirteenth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $14,736.00 of the fees requested and $1,303.86 of the expenses requested in the Thirteenth Monthly Application. 19. On June 7 2010, the Firm served its Fourteenth Monthly Application for April 1,

2010 though April 30, 2010 ("Fourteenth Monthly Application") requesting $8,625.00 in fees and $203.21 in expenses. This court entered its Order approving the Finns Fifth Quarterly

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Application, which included the Firms Fourteenth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $6,900.00 of the fees requested and $203.21 of the expenses requested in the Fourteenth Monthly Application.. 20. On June 24, 2010, the Firm served its Fifteenth Monthly Application for May 1,

2010 though May 31, 2010 ("Fifteenth Monthly Application") requesting $9,825.00 in fees and no expenses. This court entered its Order approving the Firms Fifth Quarterly Application, which included the Firms Fifteenth Monthly Application. Pursuant to the Administrative Order, the Firm has been paid $7,860.00 of the fees requested and no expenses as requested in the Fifteenth Monthly Application. 21. On August 2, 2010, the Firm served its Sixteenth Monthly Application for June 1,

2010 though June 30, 2010 ("Sixteenth Monthly Application") requesting $8,478.00 in fees and no expenses. This court has not yet entered its Order approving the Firms Sixth Quarterly Application, which included the Firms Sixteenth Monthly Application. 22. On September 7, 2010, the Firm served its Seventeenth Monthly Application for

July 1, 2010 though July 31, 2010 ("Seventeenth Monthly Application") requesting $10,300.00 in fees and $119.68 in expenses. This court has not yet entered its Order approving the Firms Sixth Quarterly Application, which included the Firms Seventeenth Monthly Application. 23. On November 2, 2010, the Firm served its Eighteenth Monthly Application for

August 1, 2010 though August 31, 2010 ("Eighteenth Monthly Application") requesting $9,239.00 in fees and no expenses. This court has not yet entered its Order approving the Firms Sixth Quarterly Application, which included the Firms Eighteenth Monthly Application. 24. On December 13, 2010, the Firm served its Nineteenth Monthly Application for

September 1, 2010 though September, 2010 ("Nineteenth Monthly Application") requesting

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$5,627.50 in fees and no expenses. This court has not yet entered its Order approving the Firms Seventh Quarterly Application, which included the Firms Nineteenth Monthly Application. 25. On December 13, 2010, the Firm served its Twentieth Monthly Application for

October 1, 2010 though October 31, 2010 ("Twentieth Monthly Application") requesting $8,969.00 in fees and $361.36 in expenses. This court has not yet entered its Order approving the Firms Seventh Quarterly Application, which included the Firms Twentieth Monthly Application. 26. On December 13, 2010, the Firm served its Twenty-First Monthly Application for

November 1, 2010 though November 30 2010 ("Twenty-First Monthly Application") requesting $5,831.00 in fees and no expenses. This court has not yet entered its Order approving the Firms Seventh Quarterly Application, which included the Firms Twenty-First Monthly Application. 27. On February 21, 2010, the Firm served its Twenty-Second Monthly Application

for December 1, 2010 though December 23, 2010 ("Twenty-Second Monthly Application") requesting $4,400.00 in fees. Summary of Services by Project 7. The services rendered by SRSM during the Interim Periods can be grouped into

the categories set forth below. SRSM attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on herein. This Application identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category.

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A.

Asset Disposition

8.

During the Interim Periods, the Firm, among other things: (1) performed work

regarding the location of assets, (2) the preservation of assets for the Debtors estate or for disposition; (3) the qualification of potential purchasers; (4) interfacing with regulatory entities and (5) corresponded extensively with the Debtor, regulators+, buyers, creditors and co-counsel regarding asset disposition issues. Moreover, the Firm spent significant amount of time preparing,
reviewing, and revising sale and abandonment analyses throughout the pendency of the case.

Fees: $866,686.35

Hours: 2,232.5

B.

Bankruptcy Litigation

9.

During the Interim Periods, the Firm, among other things: (1) performed work

regarding the secured creditor matters; (2) attended to notice issues; (3) performed work regarding lessor and royalty owner claims and threatened litigation; (4) performed work regarding Notices and Hearings; (5) performed research; (6) attended to pending litigation coordination issues; (7) attended to scheduling issues; (8) performed work regarding unpaid royalties and obligations to partners; (9) drafted several extensive memoranda relative to oil and gas litigation issues; (10) performed work regarding overriding royalty issues and how such interests are handled in bankruptcy; (11) drafted additional memoranda regarding bonding and escrow issues; (12) reviewed and analyzed documents dealing with property rights of the Debtor; (13) prepared bankruptcy counsel to address issues at hearings; (14) performed work regarding lender/creditor production payments and legal remedies thereunder; (15) performed work regarding objections; and (16) corresponded and conferred regarding bankruptcy litigation matters.

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10.

During the Interim Periods, the Firm, among other things: (1) maintained a

memorandum of Critical Dates; (2) maintained document control; and (3) reviewed correspondence and pleading and forwarded them to appropriate parties. Fees: $311,836.50 Hours: 1,027.05

C.

Business Operations 11. During the Interim Period, the Firm, among other things, (1) responded to

inquiries regarding the continued operations of the oil and gas business of the Debtor relative to its Alaska and California holdings; (2) interfaced with and represented the Debtor before regulatory agencies including, but not limited to the United State Department of Interior Minerals Management Service, The United States Bureau of Land Management, the State of Alaska Department of Natural Resources, the Alaska Oil and Gas Conservation Commission, and the United state Environmental Protection Agency; (3) assisted the Debtor and bankruptcy counsel in its dealings with ongoing escrow and bonding obligations; (4) worked to facilitate the location of potential partners or purchasers; (5) performed extensive document production and technical assistance to individuals employed to assist in the day-to-day operations of the Debtor; (6) assisted bankruptcy counsel in understanding the operations of the Debtor as well as the details of the acquisition of the oil and gas properties and the obligations of the Debtor thereunder; (7) worked with Debtor to inform partners in business ventures and to finalize a proposal to Chevron; (8) worked to assure that title issues and recordation matters were understood by bankruptcy counsel; (9) worked to resolved pending matters before regulatory agencies; (10) continued correspondence and communication regarding royalty relief, (11) attended to Notice requirements relative to pipelines and right-of-ways as well as Lessors and

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regulators; (12) complied with operational and transactional document requests from Creditor Committees;(1 3) participated in numerous conference calls to facilitate matters for Creditors Committees; and (14) worked with Lazard Freres and Zolfo Cooper to facilitate possible sale of operations. Fees: $79,711.00 Hours: 182.2

D.

Claims Administration and Objections 12. During the Interim Periods, the Firm, among other things: (1) responded to

inquiries from claimants; (2) attended to bar date issues; (3) performed work regarding the Aera, SWEPT and Noble claims; (4) performed work regarding claims analysis; (5) assisted bankruptcy counsel in drafting objections to claims; (6) reviewed and analyzed claims and related documents; (7) performed work regarding exhibits to claim objections; (8) performed work regarding various abandonment motions and claims of entities to oppose; (9) attended to discovery issues; (10) performed work regarding royalty claims; (11) performed work regarding claims in the Chevron and Marathon litigation matters; (12) attended to issues regarding late filed claims; (13) performed work regarding a stipulation involving Chevron claims; (14) performed extensive research on a number of claims issues presented by bankruptcy counsel; (15) attended to issues regarding priority claims; (16) prepared memoranda for a hearings regarding royalty matters; (17) performed work regarding claim objection responses; (18) performed work regarding potential regulatory claims matters; (19) attended to issues regarding lessor claims; (20) attended to potential abandonment issues; (21) performed work regarding orders; and (22) corresponded and conferred regarding claim issues. Moreover, the Finn assisted the Debtors in reviewing and compiling a summary of estimated allowed, claims and categorizing

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by priority (administrative, priority, unsecured). This information was used as a basis for objecting to claims as well as for several of the sale agreements and exhibits, including the liquidation analysis if the sale options were not realized.

Fees: $66,531.50

Hours: 313.6

E.

Compensation of Professionals 13. This category includes work related to the fee applications of the Firm. During

the Interim Period, the Firm, among other things: (1) performed work regarding the Firms monthly, quarterly, and supplemental fee applications; (2) drafted the Firms monthly, quarterly and supplemental fee applications; (3) answered the questions of the Fee Auditor and extensively reworked and amended Fee Applications per the Fee Auditors requests; and (4) monitored the status and timing of fee matters. Fees: $32,564.50 Hours: 100.00

DISBURSEMENTS 14. The Firm has incurred out-of-pocket disbursements during the Interim Fee

Periods in the amount of $12,190.83 as itemized herein. Pursuant to Local Rule 2016-2, the Firm represents that its rate for duplication is $_i 0 per page. Valuation of Services 15. Attorneys and paraprofessionals of the Firm have expended a total of 3,697.21

hours in connection with this matter during the Interim Fee Periods, 16. The amount of time spent by each of these persons providing services to the Debtors

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for the Fee Period is fully set forth in the detail attached hereto. Many of these hours are the Firms standard hourly rates of compensation for work of this character. During the pendency of this bankruptcy, the Firm has had three ordinary course fee increases that the Fee Auditor has chosen to not recognize. While the Firm does not question the Fee Auditors reduction of certain paralegal fees and agree that they were more clerical in nature, the Firm does take exception regarding its professional fees. Moreover, the Fee Auditor disallowed $142,745.50 in professional fees, disputing the reasonableness of the Finns yearly fee increases made in the ordinary course of the Firms business as well as the Firms decision to raise it fees to deal with the sheer volume of work required of it. As was explained to the Fee Auditor in its Response to the Second quarterly Fee Application: Fee increases were made by the Finn only after the bankruptcy cases overtook the resources of the firm. Given the intensity of the work load and the complexity of the transactions contemplated by potential purchasers, three employees worked on little other than these cases. During the same time period, the Firm lost one associate (who was not replaced) and one attorney who had originally been charged with working on these matters was diagnosed with breast cancer and began chemotherapy and surgical intervention. She has only returned to full time work since mid-January 2010. The remaining attorneys were charged with working at minimum 12 hour days on these cases alone. The subject properties are located in Alaska. Bankruptcy counsel and the client are based in California. SRSM is located in Louisiana. The bankruptcy court and counsel for the lenders and the creditors are located on the east coast of the United States. One potential purchaser who had a serious bid for the AK properties was located in Shanghai with counsel located in Shanghai and New York City. During the month of July, LOW and ACM were involved in conference calls and meetings that began at 7 or 8 oclock EDT and often ran until after midnight Alaska time (which is 3 am CDT). Because we were the only firm that had knowledge of the acquisition and day-to-day operations of the portfolio of oil and gas properties and the regulatory hurdles involved in selling such a portfolio, we had no choice but to make ourselves available 24/7. During the brief period of time when we were not in conferences, NY counsel was in conference with Shanghai client, would turn out a new draft of the purchase and sale agreement, and expect our comments for an early morning call. This went on for approximately three weeks. At the same time, we were expected to produce thousands of documents related to the properties and the oil and gas resources thereon as well as introduce the potential
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purchaser to the AK and federal regulators and provide guidance regarding the acquisition of trouble assets. Given the time zone issues, the language barriers, and the ongoing claims of the Debtors creditors involving complicated oil and gas matters, the work load was grueling. The Debtors attempts to sell the properties were complicated by the presence of Chevron and its team of New York attorneys who demanded renegotiation of several complicated agreements without which no disposition of the Debtors properties could be consummated. Moreover, because of the auction process for the Debtors properties, more than one bid was being worked on at any one given time. ACM and LGW had to be available to work with several bidders concurrently. These were most strenuous times. The Fee Auditor also disallowed the increases although the firm argued for such increases based on the amount of time required to perform the extensive duties required, the Firms lack of adequate staff to perform such duties, and the complexity of the oil and gas issues involved. The Finn was charged in educating non Oil and Gas legal professionals in the intricacies of a specialized area of the law as well as introducing such professionals to an extensive portfolio of mineral leases (more than 100 individual leases in Alaska and California) and the intricacies of working with state and federal regulators in a highly regulated industry and issues relative to multiple acquisitions and financing and credit agreements. The Firm, located in New Orleans, Louisiana, worked extended hours to deal with co-counsel located in California, New York, Boston, and Alaska as well as lenders and prospective purchasers located in Europe and Asia. Often attorneys and paralegals worked 18 hour days to accommodate deadlines and time zone considerations as their presence was required on global conference calls to be available to address oil and gas properties, regulatory matters, and issues related to abandonment of producing oil and gas properties. The Fee Auditor continues to disallow fees and expenses, disputing the reasonableness of the Firms yearly fee increase made in the ordinary course of the Firms business. The Fee Auditor again disallowed the increases although the firm argued for such increases bases on the amount of time required to perform the extensive duties required, the

021.2967a.2795.perl.finalapp.docx

Finns lack of adequate staff to perform the extensive duties required, the Firms lack of adequate staff to perform such duties, and the complexity of the oil and gas issues involved. The Firm again urged its position in its Fourth Quarterly Fee Application. The Fee Auditor suggested that the Firm reiterate these arguments once again its Final Fee Application and we do so here, quoting the contentions voiced in the Fourth Quarterly Fee Application: In our last communication with your office we requested that the Fee Auditor permit the Firm to submit proof of its ordinary course yearly fee increases beginning June 2009 and June 2010. This Chapter 11 action has been on-going since March 2009 and continues. Although the Firms request for an increase in fees to accommodate its ordinary course yearly increases and its preclusion of employment by other potential clients during the pendency of these matters due to the magnitude of these matters (one of twelve relevant factors enumerated in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714. 717-719 (5th Cir. 1974)) was rejected, the Firm wishes to reserve the right to submit reasonable partial adjustments to reflect its ordinary course yearly increases in the Final Application to be filed with the Court. Again the Firm would urge that the reasonable value of the services rendered by the Firm for the Interim Fee Periods as Special Oil & Gas and Transactional Counsel for the Debtor is $1,362,443.50 minus adjustments taken for paralegal/clerical work. The $142,745.50 adjustment requested represents the disallowed fees for the professional work of Anthony C. Marino, Lynn G. Wolf and Joan S. Seelman. 17. The Firm believes that the time entries included hereto are in compliance with the

requirements of Local Rule 2016-2. 18. In accordance with the factors enumerated in Ill U.S.C. 330, the amount

requested is fair and reasonable given (a) the complexity of this case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. 19. This Application covers the Interim Fee Periods from March 8, 2009 through

December 23, 3020.

021 .2967a.2795.perl.finalapp.docx

WHEREFORE, the Firm respectfully requests that, for the March 8, 2009 through December 23, 2010 period, an Final Allowance be made to the Firm for compensation in the amount of $1,362,443.50 and actual and necessary expenses in the amount of $12,190.83 for a total payment of $1,374,634.30.

021 .2967a.2795.perl.finalapp.docx

VERIFICATION

STATE OF LOUISIANA PARISH OF ORLEANS Anthony C. Marino, after being duly sworn according to law, deposes and says: I am a shareholder of the applicant law firm Schully, Roberts, Slattery & Marino ("the a) I am thoroughly familiar with the work performed on behalf of the

Debtors by the lawyers and paraprofessionals of SRSM. b) I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on or about April 15, 2009, and submit that the Application substantially complies with such Rule and Order.

ANTHONY MARINO

SWORN AND SUB RIBED before me This&Vk day of ,2011.

Lynn G.Wolf Louisiana Bar oil Num er 18230 My Commission at Death

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

)
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

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

)

Hearing Date: June 28, 2011 at 1:00 p.m. Objection Deadline: March 14, 2011, at 4:00 p.m.

NOTICE OF FILING OF FINAL FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SCHULLY, ROBERTS, SLATTERY & MARINO, PLC AS SPECIAL OIL & GAS AND TRANSACTIONAL COUNSEL TO THE DEBTORS FOR THE PERIOD MARCH 8, 2009 THROUGH DECEMBER 23, 2010 TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case. Schully, Roberts, Slattery & Marino, PLC ("Schully"), as special oil & gas and transactional counsel to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Final Application for Compensation and Reimbursement of Expenses of Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through December 31, 2010 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Application, Schully seeks compensation for services rendered to the Debtors in the amount of $1,362,443.50 and reimbursement of costs incurred upon the Debtors behalf in the amount of $12,190.83 (the "Application") Objections or responses to the Application, if any, must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3 Floor, Wilmington, Delaware 19801 no later than March 14, 2011, at 4:00 p.m. prevailing Eastern time.

Objections or other responses to the Application, if any, must also be served so that they are received not later than March 14, 2011, 4:00 p.m., prevailing Eastern time, by (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24 1h Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: ioneill@pszilaw.com and (2) Pachuiski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 1 1th1 Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan(pepperlaw.com (the "Notice Parties") A HEARING ON THE APPLICATION shall occur on June 28, 2011 at 1:00 p.m. before The Honorable Kevin J. Carey, at the United States Bankruptcy Court, 824 Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware. IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: February 21, 2011 PACHULSKI STANG ZIEHL & JONES LLP

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Ira W Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17 1h Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszilaw.com rsaunders@pszjlaw.com ioneill@pszilaw.com krnakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession.
68773-003\DOCSDE: 167965.1

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