10000016971

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Chapter 1 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al.,
Objection Deadline: 3/14/2011 at 4:00 p.m. Hearing Date: 6/28/2011 at 1:00 p.m.
SUMMARY OF RUTAN & TUCKER LLPS FINAL FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 1, 2009 THROUGH DECEMBER 23, 2010
Name of Applicant:
Authorized to Provide Professional Services to:
Rutan & Tucker, LLP

Special Corporate and Litigation Counsel for the Debtors and Debtors in Possession Nunc Pro Tune to March 9, 2010 March 9, 2009 through December 23, 2010 $1,561,625.27 2
Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is an: - interim monthly
$16,794.04
X I final application.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2
This amount includes $3,000 in fees for preparing this Final Fee Application and Rutan & Tucker LLPs
Seventh Interim Fee Application.
2123/023353-0031 1 15423401 a02/19/1 I
PRIOR APPLICATIONS FILED Period Covered Requested Fees Requested Expenses
Date Filed
Approved Fees
Approved Expenses
6/17/09
3/9/093/31/09 4/1/09 4/31/09 5/1/09 5/31/09

6/1/09-
$102,732.50
$1,389.62
$102,732
$1,389.62
6/24/09
$124,537.50
$10,542.35
$124,537.50
$10,542.35
8/7/09
$120,999.50
$372.81
$120,999.50
$372.81
8/11/09
$148,667.50
$196.50
$118,934.00
$196.50
6/30/09 8/17/09 7/1/097/31/09 8/1/098/31/09 9/1/099/30/09 10/1/09 10/31/09 11/1/09 11/30/09 12/1/0912/31/09 1/1/101/31/10 2/1/10 2/28/10 3/1/103/31/10 4/1/104/30/10 $327,090.00 $486.93 $261,672.00 $486.93
9/30/09
$144,951.00
$363.61
$116,324.41
$363.61
10/20/09
$90,318.50
$112.33
$72,254.80
$112.33
11/24/09
$67,767.50
$772.08
$54,214.00
$772.08
12/9/09
$92,511.00
$67.25
$74,008.80
$67.25
1/20/10
$201,727.00
$1,481.92
$161,381.60
$1,481.92
2/26/10
$40,245.50
$631.09
$32,196.40
$631.09
4/1/10
$39,018.00
$67.32
$31,214.40
$67.32
4/26/10
$18,383.00
$99.55
$14,706.40
$99.55
5/26/10
$10,060.00
($0.10)
$8,048.00
($10)
2123/023353-0031 1154234.01 a02/19!Il
Date Filed 7/8/10
Period Covered 5/1/10 5/31/10 6/1/106/30/10 7/1/10 7/31/10 8/1/10 8/31/10 9/1/10 9/30/10 10/1/1012/23/10
Requested Fees $3,110.00
Requested Expenses $0.00
Approved Fees $2,488.00
Approved Expenses $0.00
8/4/10
$1,780.00
$36.51
$1,424.00
$36.51
$10.00
9/14/10
$6,527.50
$10.00
$5,222.00
9/16/10
$11,349.90 $4,522.00
$4.40 $30.00
$9,076.40 $3,617.60
$4.40 $30.00
10/14/10
2/21/11
$6,533.50
$68.20
Pending
Pending
RUTAN & TUCKER, LLP PROFESSIONALS Position of Applicant; Date Admitted to Bar Partner since 1998; Member of CA State Bar since 1982; Chair of Rutans Financial Practices Group Partner since 1998; Member of CA State Bar since 1982; Chair of Rutans Financial Practices Group Partner 1983; Member of CA Bar since 1980; Member of Rutans Corporate Law Department Total Hours Billed 13.9
Name of Professional Individual Penelope Parmes
Hourly Billing Rate $625.00
Total Compensation $8,687.50
Penelope Parmes
$650.00
4.7
$3,055.00
Thomas Brokington
$600.00
1.4
$840.00
2123/023353.00319/11 115423401 a02/1
Name of Professional Individual Gregg Amber
Position of Applicant; Date Admitted to Bar Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 1997; Member of the Bar since 1969; Member of Corporate Law Group Partner since 1997; Member of the Bar since 1969; Member of Corporate Law Group Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group
Total Hours Billed 645.8
Gregg Amber
$275.00
35.0
$9,625.00
James ONeal
$550.00
3.2
$1,760.00
James ONeal
$500.00
0.5
$250.00
Duke Wahiquist
$550.00
21.1
$11,605.00
Duke Wahiquist
$310.07
0.3
$93.02
This amount includes a $470.00 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Second Interim Period. With respect to time billed by Rutan on its "Business Interruption Insurance and Insurance Return Premiums on Canellation of Alaska Coverage" matter during August 2010, the Debtors requested a discount. Rutan agreed to provide a courtesy discount, and reduced its fees from S 1,765 to $995. This discount made Mr. Wahiquists hourly rate $3 10.07 for the month.
21 23/023353.0031 115423401 a02/19/1I
Name of Professional Individual Mark Frazier
Position of Applicant; Date Admitted to Bar Partner since 1990; Member of CA Bar since 1982; Head of Rutans Trial Department Partner from 2005 to 2010; Member of CA Bar since 1995; Member of Corporate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Senior Counsel since 2010; Member of CA State Bar since 1997; Member of Financial Practices Group Partner since 2007; Member of CA State Bar since 1999; Member of Corporate Law Group Senior Counsel since 2009; Member of CA State Bar since 1996; Member of Real Estate Law Group Associate since 2002; Member of CA Bar 2000; Member of Financial Practice Group
Total Compensation $765.00
Cristy G. Parker
$450.00
1,038.4
$467,280.00
Steven J. Goon
$430.00
12.4
$5,332.00
Eric J. Fromme
$500.00
6.1
$3,050.00
John Bradley
$450.00
31.5
$14,175.00
Anna Amarandos
$400.00
0.8
$320.00
Matthew W. Grimshaw
$400.00
44.8
$14,350.75
This amount includes the $2,969.25 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Fifth Interim Period, and the $600.00 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Sixth Interim
2123/023353-0031 1154234.01 a02119/11
Name of Professional Individual Matthew W. Grimshaw
Position of Applicant; Date Admitted to Bar Associate since 2002; Member of CA Bar 2000; Member of Financial Practice Group Associate from 2009 to 2010; Member of CA State Bar since 2000; Member of Financial Practices Group Associate from 2009 to 2010; Member of CA State Bar since 2000; Member of Financial Practices Group Associate since 2004; Member of CA Bar since 2004; Member of Corporate Law Group Partner since 2008; Member of CA Bar since 1998; Member of Labor & Employment Group Associate since 2005; Member of CA Bar since 2002; Member of Real Estate law Group
Brendt Butler
$400.00
89.3
$35,720.00
Brendt Butler
$225506
4.0
$902.00
Garrett Sleichter
$375.00
1,109.3
$415,987.50
Edson McClellan
$375.00
26.2
$9,825.00
Shawn Monterastelli
$335.00
1.2
$402.00
Period. With respect to time billed by Rutan on its "Business Interruption Insurance and Insurance Return Premiums on Canellation of Alaska Coverage" matter during August 2010, the Debtors requested a discount. Rutan agreed to provide a courtesy discount, and reduced its fees from $1,765 to $995. This discount made Mr. Butlers hourly rate $225.50 for the month.
6
223/023353-0031 115423401 a02/19/1I
Name of Professional Individual Rushika Kumararatne
Position of Applicant; Date Admitted to Bar Associate 2006; Member of CA Bar since 2006; Member of Rutans Corporate Law Department Associate 2007; Member of CA Bar since 2005; Member of Rutans Corporate Law Department Associate since 2004; Member of CA Bar since 2004; Member of Trial Dept. Associate from 2007 to 2010; Member of CA State Bar since 2007; Member of Corporate Law Group Associate from 2007 to 2010; Member of CA State Bar since 2007; Member of Corporate Law Group Associate from 2008 to 2009; Member of CA State Bar since 2007; Member of Corporate Law Group
Shigenobu Itoh
$325.00
73.3
$23,822.50
Natalie Gowin
$305.00
0.3
$91.50
Catherine Parsons
$270.00
13.9
$3,753.00
Catherine Parsons
$250.00
63.6
$15,900.00
Jenny Casey
$250.00
3.5
$875.00
This amount includes the $162.50 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Fourth Interim Period.
2123/023353-0031 115423401 a02119111
Name of Professional Individual Libby Wilrich
Position of Applicant; Date Admitted to Bar Associate since 2008; Member of CA Bar since 2008; Member of Corporate Dept. Associate since 2010; Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; Member of Corporate Law Group Paralegal since 1981 Member of Labor Law Group
Tim Spivey
$240.00
8.8
$2,112.00
Laurie Biegel
$215.00
52.3
$11,244.50
Cynthia Mascio
$215.00
0.8
$172.00
Victoria Craig
Paralegal since 1989; Member of Trial Law Group Paralegal 2007; Member of Rutans Corporate Law Department Document Clerk
$215.00
1.2
$258.00
Rosemary White
$200.00
7.0
$1,400.00
Donna Castler
$85.00 Totals:
2.2 3,736.2
$187.00 $1,561,625.27
EXPENSE SUMMARY Expense/Service Provider Long distance charges Direct long distance charges Duplication Total $898.61 $411.51 $805.10
Direct long distances charges are those paid by Rutans attorneys directly.
2123/023353-0031 1154234.01 a02119/I 1
Expense/Service Provider Color copies Filing fees Express mail Messenger service Telecopier Parking fees Computer research Appearance fees (Court Call fees for telephonic appearances at fee application hearings) Other Professional Charges (fees paid to Merrill Communications LLC for hosting a website that allowed prospective purchasers to review due diligence information) Support staff overtime Meals Miscellaneous Total
Total $169.05 $2,786.75 $929.38 $67.00 $80.00 $123.00 $217.98 $90.00 $9,534.40
$220.00
$81.95 1,
$42.01 $16,456.74
This amount includes the $3,88 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application ofRutan & Tucker, LLP, For The Fifth Interim Period. 0 This amount includes the $59.28 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Third Interim Period. This amount includes the $212.34 reduction requested in the Fee Auditors Final Report Regarding Interim Fee Application of Rutan & Tucker, LLP, For The Fourth Interim Period.
21231023353-0031 1154234.01 a02/19/1 I
Dated: February 18, 2011
RUTAN & TUCKER, LLP
GRIMSHAW (CA Bar No. 210424) MIKTTHE 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshaw(2rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in Possession
2123/023353-0031 1154234.01 a02/l91I1

In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al, Debtors.
Objection Deadline: 3/14/2011 at 4:00 p.m. Hearing Date: 6/28/2011 at 1:00 p.m.
RUTAN & TUCKER LLPS FINAL FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS COUNSEL TO DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 1, 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 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Final Application for Compensation and for Reimbursement of Expenses for the Period from October 1, 2010 through December 23, 2010 (the "Application"). By this Final Fee Application, Rutan seeks allowance of compensation in the amount of $1,578.082.01consisting of $1,561,625.272 in fees, $16,794.04 in costs, and payment of all
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.
2
This amount includes $3,000 in fees for preparing Rutans Seventh Interim Fee Application and this Final Fee
2123/023353.00319/11 1154200.01 a02/1
unpaid amounts. In support of this Application, Rutan respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for
relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter II cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. sS 157 and
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the Debtors,
was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing
Application.
2123/023353-003 115420001 a02/19/1
Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. 5. On December 15, 2010, the Court entered an Order confirming the Debtors
liquidating chapter 11 plan. (Dkt. No. 2084). The Effective Date of Debtors liquidating plan was December 23, 2010. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 6. All services for which compensation is requested by Rutan were performed for or
on behalf of the Debtors, and no other entity. 7. Rutan has received no payment and no promises for payment from any source
other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or
understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 8. Prior to the Petition Date, the Debtors provided Rutan with a retainer to secure
payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation
2123/023353-0031 115420001 a02/1 9/11
procedures approved by this Court and the Bankruptcy Code. Monthly Fee Applications Covered By This Quarterly Application 9. Rutans Monthly and Quarterly Fee Applications for the periods March 9, 2009,
to December 23, 2010, have been filed with Court. Pursuant to the Administrative Order, twelve of Rutans Monthly Fee Applications have been approved through approval of a Quarterly Fee Application. Attached as Exhibits I through 8 are true and correct copies of Rutans Monthly Fee Applications that have not yet been approved by the Court. 10. The Monthly Fee Applications covered by this Final Fee Application contain
detailed daily time logs describing the actual and necessary services performed by Rutan for the Debtors during the Interim Period. The Monthly Fee Applications also contain other detailed information that is required to be included by the Bankruptcy Code, the Bankruptcy Rules, and this Courts Local Rules. Requested Relief 11. By this Final Application, Rutan requests that the Court approve payment of one
hundred percent (100%) of the fees and costs incurred by Rutan & Tucker during the Period of March 9, 2009, through December 23, 2010. 12. The professional services for which Rutan seeks allowance of compensation, and
the attendant costs for which Rutan seeks reimbursement, were rendered and incurred in connection with this case as Rutan discharged its duties as special corporate and litigation counsel for the Debtors. Rutans services have been necessary and beneficial to the Debtors, its estate, and the various parties in interest. 13. At all relevant times, Rutan has been a disinterested person as that term is defined
in 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the
2123/023353-0031 115420001 a02/19/1 1
interest of the Debtors. 14. Under 330 of the Bankruptcy Code, Rutan respectfully submits that the amount
requested by Rutan is fair and reasonable given (a) the complexity of these cases, (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 the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that the court enter an order (1) approving compensation to Rutan for the period from March 9, 2009, through December 23, 2010, in the sum of $1,561,625.27, as payment for necessary professional services rendered, and the sum of $16,456.74, as reimbursement for actual and necessary costs and expenses, for a total of $1,578,082.01 and (ii) authorizing and directing the Debtors to pay to Rutan the outstanding amount of such sums; and for such other and further relief as may be just and proper. Dated: February 18, 2011 RUTAN & TUCKER, LLP
GRIMSHAW (CA Bar No. MXTTHEW W. 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: rngrimshaw@rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in Possession
21231023353-0031 115420001 a02/19111
-5-
VERIFICATION I, MATTHEW W. GRTMSHAW, hereby verify: 1. 1 am an attorney at law duly admitted to practice before the United States
Bankruptcy Court for the District of Delaware pursuant to Local District Court Rule 83.5(c) and the Courts July 8, 2004 Order and an attorney in the law firm of Rutan & Tucker, LLP, attorneys of record herein for Debtors. 2. The matters set forth in this verified statement are based upon my own personal
knowledge and if called as a witness, I could and would competently testify to the matters discussed herein. 3. I am thoroughly familiar with the work performed on behalf of the Debtors by the
lawyers and paralegals of Rutan & Tucker. 4. I have reviewed the foregoing Final Application and the facts set forth therein are
true and correct to the best of my knowledge, information, and belief. Moreover, I have reviewed the requirements of the Del. Bank. L.R. 2016-2 and the Administrative Order, and I believe the Final Application is in compliance therewith. Executed on February 18, 2011, at Costa Mesa, California. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
MATTHEW W. GRIMSHAW
223/023353-0031 154234.01 a02/19/l I
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA) COUNTY OF ORANGE) On thi day of February, 2011,before me, ,
(here insert name a
--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER

Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document
Ij ,Notary Public 0
INDIVIDUAL CORPORATE OFFICER(S)
a j(L/Lt.)KJ e
or the officer)
personally appeared Matthew W. Grimshaw and proved to me on the basis of satisfactory evidence to be the person( whose name(.$) is/are subscribed to the within instrument, and acknowledged to me that heLhe!they executed the same in his/h#eir authorized capacity(&), and that by his/he#the.ir on the instrument the person.$), or the entity(4s.signature upon behalf of which the persort(.9-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS hand and official seal.
TITLE(S)
PARTNER(S) LIMITED 0 GENERAL 0 ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:
0 0 0 0
0,4
SIGNATURE OF NOTARY
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(1E5)
[seal]
!179U$2 Cofflocnio orarve comfy
L 4P
OPTIONAL SECTION
TITLE OR TYPE OF DOCUMENT: Rutan & Tucker LLPs Final Fee Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT: OTHER SIGNER(S) THAN NAMED ABOVE:
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:

Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.

In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors.
Objections Deadline: 3/14/2011 at 4:00 p.m. Hearing Date: 6/28/2011 at 1 p.m.
NOTICE OF FILING OF RUTAN & TUCKER LLPS FINAL FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM MARCH 1, 2009 THROUGH DECEMBER 23, 2010
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Final Application for Compensation and Reimbursement of Expenses of Rutan &
Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for the Period from March 1, 2009 through December 23, 2010, seeking compensation for services and
reimbursement of expenses in the amount of $1,578,082.01 (the "Application").
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean
2123/023353-0031 I156625 01 a02/18/I1
Expenses for Professionals and Committee Members [Docket No. 147] (the "Administrative Order") and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern Time) on March 14, 2011 (the "Objection Deadline"). Objections or other responses to the Application, if any, must also be served so that they are received not later than March 14, 2011, at 4:00 p.m. prevailing Eastern time, by: (a) the Debtors, (I) Pacific Energy Resources, Ill 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 Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszilaw.com; (2) Pachulski Stang
Ziehl & Jones LLP, 10 100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@nszjlaw.com; and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-9035, email: pparmes@rutan.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
Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353.0031 1156625.01 a02/18/1 1
19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignanipepper!aw.com (the "Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed, served and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing.
Dated: February 18, 2011
RUTAN & TUCKER, LLP
Mtthew E. Grimshaw (State Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031 115662501 aO2JIR/ll
Exhibit 1
0.0 aOO/00I00
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOIJRCES LED., c/al, Debtors. Objections Deadline: May 18, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed THIRTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 1, 2010 THROUGH MARCH 31,, 2010 Name of Applicant: 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: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 March 1, 2010 through March 31, 20102 $18,383.00 $ 99.55 Chapter II Case No. 09-10785(KJC) (Jointly Administered)
- interim
- final application.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal II not Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. 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 Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2
This application may include time expended before the time period indicated that has not been included in any prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2123IO233530031 1083229.0 a0412 3(10
The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $1,900.00. PRIOR APPLICATIONS FILED Date Filed 6/17/09 6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09
-
11/24/09
12/9/09
1/20/10
2/26/10 4/1/10
Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1, 2009 to June 30, 2009 July 1, 2009 to July 31, 2009 August 1, 2009 to August 31, 2009 September 1, 2009 to September 30, 2009 October 1, 2009 to October 31, 2009 November 1, 2009 to November 30, 2009 December 1, 2009 to December 31, 2009 January 1, 2010 to January 31, 2010 February 1, 2010 to February 28, 2010
Requested Fees $102,732.50 $124,537.50 $120,999.50 $148,667.50 $327,090.00 $144,951.00 $90,318.50
Requested Expenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33
Approved Fees $102,732.50 $124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80
Approved Expenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33
$67,767.50
$772.08
$54,214.00
$772.08
$92,511.00
$67.25
$74,008.80
$67.25
$201,727.00
$1,481.92
$161,381.60
$1,481.92
$40,245.50 $39,018.00
$631.09 $67.32
$32,196.40 Pending
$631.09 Pending
included herein.
21231023353-0031 08322901 a04/23110
-2-
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice. Are of Expertise Partner since 1998; Member of CA Bar since 198 1; Member of Corporate Law Group Partner since 2005; Member of CA Bar since 1995; Member of Cortorate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2009; Member of CA State Bar since 2000; Member of Trial Law Group Associate since 2002; Member of CA Bar 2000; Member of Financial Practice Group Associate since 2004; Member of CA Bar since 2004; Member of rporate Law Group Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Grouo Associate since 2007; Member of CA State Bar since 2007; Member of Corporate Law Grout) Associate since 2010; Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; Member of Corporate Law Group
Hourly, Billing Rate (including chanQes) $550.00
Cristy G. Parker
$450.00
2.8
$1,260.00
Steven J. Goon
$430.00
4,2
$1,806.00
Brendt Butler
$400.00
18.3
$7,320.00
Matthew Grimshaw
$400.00
5.0
$2,000.00
Garett Sleichter
$375.00
2.6
$975.00
Rushika Kumararatne Catherine Parsons
$325.00
2.4
$780.00
$270.00
1.0
$270.00
....
Tim Spivey
$240.00
8.8
$2,112.00
Laurie Biegel
$215.00
2.0
$430.00
Grand Total: $18,383.00 49.7 Total Hours: Blended Rate: $369.88
223/023353-0031 1 1 0832290 a04123!l0
COMPENSATION BY CATEGORY .eroiect Categories General Case Administration Fee Application Corporate Governance Alaska Asset Sale Beta Asset Sale General Corporate Issues Business-Interruption Insurance Total Total Hours 7.2 5.0 2.0 2.4 .4 4.6 28.1 49.7 Total Fees $3,416.00 $2.000.00 $430.00 $1,080.00 $15000 $1,605.00 $9.702.00 S18.33.00
EXPENSESUMMARY Expense _Cate2orv Dunlication Teleconier ExDress_Mail TOTAL Dated: April 23, 2010 Service_Provider 3 Total Expense $23.24 $18.08 $58.23 $99.55
RUTAN & TUCKER, LLP
MATTHEWWGR1MSHW7CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641.5100 Facsimile: 714-546-9035 mgrimshawrutan.com Email : Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
Rutan may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.
21231023353-00)1 108322901 44/2 3/10
-4-

In re Chapter II Case No. 09- 10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., eta!, Debtors.
Objections Deadline: May 18 2010, at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed
THIRTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 1, 2010 THROUGH MARCH 31, 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 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Thirteenth Monthly Application for Compensation and for Reimbursement of
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax 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 Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031 1093358 01 a04123/10
Expenses for the Period from March 1, 2010 through March 31, 2010 (the "Application"). By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $18,383.00 and actual and necessary expenses in the amount
of $99.55 for
a total allowance of $18,482.55, and payment of $14,706.40 (80% of the allowed fees) and reimbursement of $99.55 (100% of the allowed expenses) for a total payment of $14,805.95 for the period March 1, 2010 through March 31, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows:
Background
I.
On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter H cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C.
157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within
2123/0233 53-0031 iogiosg 01 a04/3J10
twenty (20) days afier service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327. 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May I, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Rutan requests compensation were performed for
or on behalf of the Debtors. 6. Rutan has received no payment and no promises for payment from any
source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the
21 23/02333.003 I 1 0833590 a041231I0
partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutari with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans thirteenth monthly fee application. In its first monthly
fee application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its fourth fee application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and
$196.50 in
21231023353-00 31 1083350I a04/23/10
expenses. In March 2010, the Court approved Ruta.ns fees when it approved Rutans second quarterly fee application. Under its fifth fee application (for the period July I, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutari sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December I, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and
2123/0233530031 108335801 a04/2 _1/10
$631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Rutans twelfth fee application is pending. 9. Rutans billing statements for March, 2010 are attached hereto as
Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutans knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the attorney or paralegal performing the described services. The time reports are then organized on a daily basis. Rutan is sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutans charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses 10. 1 A summary of actual and necessary expenses incurred by Rutan for the Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to
cases, such as this one, arising in Delaware. Rutans photocopying machines
2123/023353-0031 108335$ (ii a04/23/10
-6-
automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Rutan summarizes each clients photocopying charges on a daily basis. 12. Rutan charges $1.00 for the first page and S0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutans calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services
LEXIS and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Ruta.n bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority
of law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Associations ("ABA") guidelines, as set forth in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 15. The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and
2 123/023 353-0031 108335801 a04/2 3f10
-7-
case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutans efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Project 17. The services rendered by Rutan during the Interim Period can be
grouped into the categories set forth below. Rutan 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 the attached Exhibit A, which 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.
A. General Case Administration
18.
During the Interim Period, the Firm, among other things: (I) reviewed
and analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the Debtors. Fees: $3,416.00; Hours: 7.2
2123/023353-0031 08335001 a04T23/10
-8-
B.
19.
Fee Application
During the Interim Period, the Firm, among other things: (1) prepared
its monthly fee application and supporting documentation; and (2) corresponded with others regarding Rutans fee applications. Fees: $2,000.00; Hours: 5,0 C. 20. Corporate Governance During the Interim Period, the Firm, among other things: (1) assisted
the Debtors in the preparation of the Debtors board minutes; (2) reviewed and analyzed documents; (3) updated and helped maintain the Debtors corporate books and records, and (4) communicated with and advised the Debtors. Fees: $430.00; Hours: 10
0.
21.
Alaska Asset Sale

During the Interim Period, the Firm, among other things: (1) performed
work in connection with the sale of certain of the Debtors assets located in Alaska; (2) drafted and revised sale documents with respect to certain of the Debtors Alaska assets; (3) communicated with and advised the Debtors with respect to the sale of certain of its Alaska assets. Fees: $1,080.00; Hours: 2.4
E.
22.
Beta Asset Sale

During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents. Fees: $150.00 Hours: .4 F. 23.
General Corporate Issues

During the Interim Period, the Firm, among other things: (I) reviewed
2123/0233530031 003358.01 a04//10
and analyzed documents; (2) drafted updates to Debtors books and records; and (3) communicated with and advised the Debtors regarding these issues. Fees: $1,605.00; Hours: .4.6 (. 24. Business Interruption Insurance During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) researched and analyzed issues relating to business interruption claim; (3) communicate with others regarding business interruption insurance issues; and (4) counseled the Debtors. Fees: $9,702.00; Hours: 19.44 Valuation of Services 25. Attorneys and paraprofessionals of Rutan expended 49.7 hours in
connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 1998; Member of CA Bar since 1995; Member of Corporate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2009; Member of CA State Bar since 2000; Member of Trial Law Group Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group
Name of Professional Individual Gregg Amber Cristy G. Parker Steven G. Goon Brendt Butler Matthew Gnmshaw
Hourly, Billing Rate (including Chanies) $550.00 $450.00 $430.00 $400.00 $400.00
Total Hours Billed 2.6 2.8 4.2 18.3
Total Compensation $1,430.00 $1,260.00 $1,806.00 $7,320.00 $2,000.00
5.0
2123/023353-0011 108335801 a0412 3/10
Name of Professional Individual Garett Sleichter Rushika Kumarartne Catherine Parsons
Tim Spivey Laurie Biegel
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Associate since 2004; Member of CA Bar 2004; Member of Corporate Law Groun Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Group Associate since 2007; Member of CA State Bar since 2007; Member of Corporate Law Group Associate since 2010; Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; Member of Corporate Law Group
Hourly, Billing Rate (including Chanes ) $375.00 325.00
Total Hours 2.6 2.4
Total Compensation 975.00 $780.00
270.00
1.0
270.00
$240.00 $215.00
8.8 2.0
2,112.00 $430.00
Grand Total: $18,383.00 Total Hours: 49.7 Blended Rate: 369.88 26. The nature of the work performed by these persons is fully set forth in
Exhibit A. The rates charged by Rutans professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $18,383.00. 27. Under 330 of the Bankruptcy Code, Rutan respectfully submits that
the amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (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 the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rut.an respectfuil!y requests that, for the period from March 1,
2123/023353-0031 103358 01 a04123/I0
-1 1
2010, to March 31, 2010, it be awarded on an interim basis $18,482.55, consisting of fees in the amount of $18,383.00 and expenses in the amount of $99.55, and that it be authorized to receive a payment from the Debtor of $14,805.95, consisting of 80% of the allowed fees ($14,706.40) and 100% of the allowed expenses ($99.55). requests such other and further relief as the Court deems just and proper. Rutan also
Dated: April 23, 2010
RUTAN & TUCKE
LP
A Bar No. 210424) TTHEW . GRJMS 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 mgrimshaw@rutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
21231027353-003)1110 10 a04123/10
-12-
VERIFICATION State of California County of Orange )

)
Matthew W. Grimshaw. after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutari & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the court of the State of California. b) I am familiar with the work performed on behalf of the Debtors by the
lawyers and paraprofessionals of Rutan.

C)
I have reviewed the foregoing Twelfth Monthly Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from March 1, 2010, through March 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order
entered on or about April 8, 2009 [Docket fl47], and submit that the Application substantially complies such Rule and Order.
Dated: April 23, 2010 MWtthew W.Grimha
2 123/023353 003 1 108336501 a04/06110
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORANGE) On tl\iday of April, 20 0, before r, /v&,4cj.-& f- LZ ALCv
(here insert name and title of the officer)

Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.
INDIVIDUAL
Notary Public El
CORPORATE OFFICER(S)
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person whose name is/are subscribed to the within instrument, and acknowledged to me that he/sh&they executed the same in his/lerMieir authorized capacity(i.cs), and that by his/let*hdr signature(s)-en the instrument the person(s, or the entity(ics) upon behalf of which the personacted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS hand and official seal.
TITLE(S)
PARTNER(S) LIMITED GENERAL El
0 0 0 0
ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:
SIGNATURE OF NOTARY
NAME OF PERSON(S) OR ENTITY(IES)
[scull
Ocong. County b2L2O12
OPTIONAL SECTION
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form
TITLE OR TYPE OF DOCUMENT: Thirteenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:
3 /
OTHER SIGNER(S) THAN NAMED ABOVE;
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-3519027
RLJTAN & TUCKER, LLP

ATTORNEYS AT lAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA tIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA CALIFORNIA 92625-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 579916 Account No. 023353 - 0029 Billing Atty. James ONeal Date April 5, 2010
General Case Administration
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Protssiona1 Fees Fees and Costs Due This Invoice
$ $
3,416.00
3,416.00
Wire Instructions
Union Bank of Callftlnud 8300 Von Karman Irvine, CA 92612 ABA: 122000496 Swift Code; B0FCUS33MPK Account Number 0630133009 Account Name. Rutan & Tucker LIT Reference: Please refer to the invoice number listed above.
?.dditronal disbursements may have been yard or incuired err your behalf and are not ref (ecled in this statement An addilional stalerrrent covering such disbursements will be Ur-fished to you. The abbrevialior,IPA). (LC) or (DC) following an individuals name denotes paralegal law clerk or ciocumerri clerk
TAXPAYERS ACCOUNT NO 95-3519027

A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCLUDING PROF LSSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 579916 Account No. 023353 0029 Billing Atty. James ONeal Date April 5,2010
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
$ S
3,416.00 3,416.00
Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA t: 122000496 Swift Code: B0FCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above
Additional disbursements may have been pale or incurred on your barrelf and are not reflected in this slatemenl. An additional statement covering such disbursements will be furnished to you The abbreviation PA), (L().or (DC) following an individuals name denotes paralegal. law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CA [ IFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 579916 Account No. 023353 - 0029 Billing Atty. James ONeal Date April 5, 2010 Page 1
RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/16/10 Gregg Amber Telephone conference with Board members D. Katie and P. Devlin regarding possible appointment of P. Devlin as Board liaison on bankruptcy and legal issues. Cristy C Parker Review July 2008 e-mail communications with Rosecrans counsel (0.2); telephone conference with J. Kuntz and G. Tywoniuk re same in connection with resolution of Rosecrans claims (0.2). Steve Goon Review and analyze membership interest purchase agreement and amendments thereto; review and analyze asset purchase agreement. Gregg Amber Conference call with G. Tywoniuk and A. Marino re legitimacy of naming PERI. for Alaska claims (0.3); conference with S. Goon re analysis of possible claims against seller (0.5); conference call with S. Goon, I. Kharasch and P. Devlin reanalysis of possible claims against seller (1.5). Steve Goon Continue review and analysis of membership interest 0.30
03 17/10
0.40
03/23/10
1.60
0324/10
2.30
0324/l0
2,60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law Clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Case Administration 0233 53-0029
April 5, 2010 Invoice No. 579916 Page No. 2
purchase agreement; conference call with P. Devlin, I, Kharash and G. Amber regarding seller fraud claims.
Total Hours Fotal Professional Services
7.20 $3,416.00
Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
$3,416.00 10,754.80 (6,076.10) 4,678.70 $8,094.70
ACCOUNTS RECEIVABLE 0-30 DAYS $3,416.00 31- 60 DAYS $1,635.00 61 - 90 DAYS $534.00 91 - 180 DAYS $1,573.00 OVER 180 $936.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INC[ UDING PROFESSIONAL CORPORA lIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 6415100
Invoice No. 579917 Account No. 023353 -0031 Billing Atty. James ONeal Date April 5, 2010
Fee Application
INVOICE SUMMARY
CURRENT FNVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
2,000.00 7.78 2,007.78
Wire Instructions
Union Bank
of California
19300
Irvine,
Von Karman
CA 92612 ABA 4: 122000496 Swift Code: BOFCUS33MPK

Account Number: 0630133009
Account Nanic Rutan & Tucker liP

Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNFI-1SI-IIP INCI tiDING PROIISSIONAI cORpoRatioNs 611 ANTON BOULEVARD SUITE 140C POST OFFICE BOX 950 COSTA MESA. CALIFORNIA 92628-1950 (7 14) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 579917 Account No, 023353 -0031 Billing Atty. James ONeal Date April 5, 2010
Fee Application
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
2,000.00 7.78 2,007.78
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA 4: 122000496 Swift Code: BOFCIJS33MPK Account Number: 0630133009 Account Name Rutan & Tucker LILT Reference: Please refer to the invoice number listed above
The abbreviation
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An apdil,onalstatement covering such disbursements will be furnished to you PA), (LC).Or (DC) following an individuals flares denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92028-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 579917 Account No. 023353- 0031 Billing Atty. James ONeal Date April 5, 2010 Page 1
RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/03/10 Matthew Gdnishaw Review and analyze fee auditors report regarding Rutans second interim fee application (.2) email exchange with S. McFarland re same (.2). Matthew Grimshaw Email exchange with S. McFarland re no objection to January fee application (2). Matthew Grimshaw Review CNO email from S. McFarland (.l) telephone conference with S. McFarland re need for professionals to appear telephonically at March 24 hearing (.1); email exchange re same Matthew Grirnshaw Email exchange with S. McFarland re Rutans consent to fee auditors recommendations (.1). Matthew Grimshaw Draft, revise, and finalize fee application for Feb 2010. 0.40
03/22/10
0.20
03/23/10
0.30
03/24/10
0.10
03/31/10
4.00
Total Hours Total Professional Services
5.00 $2,000.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA), LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Fee Application 023353-0031
DISBURSEMENTS AND COSTS ADVANCED Duplication Telecopier Total Disbursements 4.20 3.58 $7.78
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
$2,007.78 11,904.30 (6,017.40) 5,886.90 $7,894.68
ACCOUNTS RECEIVABLE 0-30 DAYS $2,007.78 31-60 DAYS $2,192.30 61 -90 DAYS $1,566.60 91 - 180 DAYS $1,352.80 OVER 180 $775.20
Additional disbursements may have been paid oi incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 953519021
RUTAN & TUCKER, LLP

ATTORNFYS AT I AW A PARTNFRSHIP INC[ UDINC PROFESSIONAL CORPORATIONS
Invoice No. Account No. Billing Atty. Date
579918 023353 - 0032 James ONeal April 5, 2010
Corporate Governance
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
430.00 17.13 447.13
Wire Instructions
Union
Bank
of California
18300 Von Karrnan Irvine, CA 92612 ABA 4: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account
Name: Rutan & Tucker
LLP
Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

Invoice No. 579918 Account No. 023353 - 0032 Billing Atty. James ONeal Date April S.20I0
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
S
$
430.00 1 7. 13 447.13
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA //: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviahon (PA). (LC) or (DC) following an individuals name denotes paralegal, law clerk or documenT clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AflCIfNF.iS AT LAW A PARTNE-HSHIP I NCL UDING PROFLSSIONAE CORPORATIONS
811 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No. Account No. Billing Atty, Date Page
579918 023353 0032 James ONeal April 5, 2010 1

-
RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/04/10 Laurie Biegel ( PA) Review and revise list of officers and directors; review and respond to emails from G. Tywoniuk. Laurie Biegel (PA) Update Minute Books and task list. Laurie Biegel (PA) Prepare email to G. Tywoniuk with reminder that PERLs Statement of Information due by April 30th. Laurie Biegel ( PA) Review service of process for PERL and PEAH and forward same to G, Tywoniuk. Laurie Biegel ( PA) Perform research regarding board and compensation committee approvals at the request of R. Kurnararatne. Laurie Biegel (PA) Update Minute Books, 0.80
03/05/10
0.10
03/16/10
0.10
03/18/10
0.40
03/22/10
0.50
03/23/10
0.10
2.00 $430.00
Additional disbursements may have been pad or incurred on your behalf and are not reflected in the statement. An additional slalerrieril covering such disbursements will be furnished 10 you. The abbreviation (PA). (l.C),or (DC) following an individuals name denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
DISBURSEMENTS AND COSTS ADVANCED Duplication Express Mail Total Disbursements 4.80 12.33 $17.13
$447.13 5,811.00 (2,944.60) 2,866.40 S3,313.53
ACCOUNTS RECEIVABLE 0-30 DAYS 8447,13 31- 60 DAYS 8430.00 61 - 90 DAYS 8953.30 91 - 180 DAYS $460.30 OVER 180 $1,022.80
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). )LC).or (D(C) following an individuals name denotes paralegal law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-1519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
dii ANTON BOULEVARD SUITE 140D POST OFFICE BOX 1950 COSTA MESA CALIFORNIA 92628-1950 (714) 6415100
Invoice No. 579919 Account No. 023353 - 0033 Billing Any. James ONeal Date April 5, 2010
Alaska Asset Sale
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice
S
$
1,080.00
1,080.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement, An additional statement covering such disbursements will be furnished to you. The abbreviation (PA) (LC),or (DC) following an individuals name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 61 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1 950 COSTA MESA. CALIFORNIA 92678-1950 (714)641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Alaska Asset Sale
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT [NVO10E SUMMARY: Professional Fees
$
$
1,080.00
1,080.00
Wire instructions
LJruon Bank of California 18300 Von Karman Irvine, CA 92612 ABA 4:122000496 Swift Code: BOFCUS33MPK Account Number; 0630133009 Account Name: Rutan & Tucker LLP Reference; Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA). )LC).or (DC) following anindividuals name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT AW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORAl IONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1 240 Long Beach, CA 90802
Invoice No. 579919 Account No. 023353 - 0033 Billing Atty. James ONeal Date April 5, 2010 Page I
RE: Alaska Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 031/01/10 Cristy Ci Parker Finalize bill of sale and master conveyance and related exhibits (0.3); communicate via e-mail with G. Tywoniuk, L. Wolf and Cook Inlet Energy re same (0.3). Cristy 0 Parker Communicate via e-mail with Ci. Ropp and Cook Inlet Energy re execution and recording of bill of sale and master conveyance. Cristy G Parker Assemble and distribute executed bill of sale and master conveyance and related exhibits. Cristy G Parker Read letter from B. Sullivan re post-closing open items re Alaska sale (0.2); e-mail communications with G. Tywoniuk and B. Sullivan re same (0.1). Cristy 0 Parker Review letter From B. Sullivan and final settlement statement relating to sale of assets to Cook Inlet (0.4); telephone conference with G. Tywoniuk and L. Wolf re preparation of response re same (0.5). A OO M
03 102/10
nut
03/08/10
0.50
03/18/10
0.30
03/24/10
0.90
Additional disbursements may have been paid or incurred on your behalf and are fbI reflected in ISIS Slaterirerit An additional statement covering such disbursements will be furnished 10 you The abbreviation (PA), (LC)or (DC) following an individuals name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

AIIORNFYSAI lAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
April 5, 2010
Invoice No. 579919 Page No. 2
2.40 $1,080.00
$1,080.00 120,083.82 (78,1 45.80) 41,938.02 $43,018.02
ACCOUNTS RECEIVABLE 0-30 DAYS $1,080.00 31- 60 DAYS $2,922.52 61 - 90 DAYS $9,117.00 91 - 180 DAYS $18,309.00 OVER 180 $11,589.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), )LC(.or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA I IONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 17141641-5100
Invoice No. 579920 Account No. 023353 - 0034 Billing Atty. James ONeal Date April S,2010
Beta Asset Sale
INVOICE SUMMARY CURRENT [NVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
S $
150.00 55.20 205.20
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker 1.LP Reference: Please refer to the invoice number listed above
Additional disbursements man have been pad or incurred on your behalf and are not reflected in this statement An addilional statement covenng such disbursements will be furnished to you. The abbreviation (PA). )LC).or (DC) following an individuals rams denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUILE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92626-1950 (714) 641-5100
Beta Asset Sale
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ** CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
S
5
150.00 55.20 205.20
Wire Instructions
Union Bank of California 18300 Von Karrnan Irvine, CA 92612 ABA 4: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutart & Tucker UP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA) )LC).or (DC) following an individuals name denotes paralegal law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEY
A LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 5415100
Invoice No. 579920 Account No. 023353 - 0034 Billing Atty. James ONeal Date April 5, 2010 Page 1
RE: Beta Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/03/10 Gareu Sleichter Review San Pedro Bay Pipeline Company minute book and prepare for delivery to Rise Energy, 0.40
0.40 $150.00
DISBURSEMENTS AND COSTS ADVANCED Duplication Express Mail Total Disbursements 9.30 45.90 $55.20
$205.20 81.78382 (42.975.39) 38,808.43 $39,013.63
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be turnihed 10 you The abbreviation (PA). (LC(.or (DC) following an individuals name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS A LAW
Pacific Energy Resources Lid. Beta Asset Sale 023 353-0034
ACCOUNTS RECEIVABLE 0-30 DAYS

$205.20
31-60 DAYS
$1,740.00
61-90 DAYS
$30,520.10
91- 180 DAYS

$5,716.50
OVER 180
$831.83
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (114)(341 5100
Pacific Energy Resources Ltd, Attn: Gerry Tywoniuk, Sr. VP and CFO Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
579921 023353 - 003 8 James ONeal April 5, 2010
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
1.60500
$ 1,605.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LIP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), I LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk

A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628 1950 714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO Ill West Ocean Boulevard, Suite ] 240 Long Beach, CA 90802
REMITTANCE COPY
PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENJ I1. VOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
1,605.00 1,605.00
Wire Instructions
Union Bank of California 18300 Von Karmart Irvine, CA 92612 ABA: 122000496 Swift Code: BOFCVS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are 1101 reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC ).or (DC) following an individuals name denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COS IA MESA CALIFORNIA 92628-1950 (714) 641-y bC
Invoice No. 579921 Account No. 023353 - 0038 Billing Atty. James ONeal Date April5,2010 Page 1
RE: Genera! Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/01/10 Rushika Kumararatnc Update options table. Garett Sleichter Draft board resolutions regarding appointment of board liaison for legal matters; draft and respond to email communication regarding same. Rushika Kumararatne Draft Incumbency Certificate. Garett Sleichter Research re I). Katie employment agreement; telephone conference with B. Walker re same. Rushika Kumararatne Review files and research regarding Katie Employment Agreements at request of G. Tywoniuk, 1.00
03/17,10
1.50
03/19/10
0.20
03/22/10
0.70
03/22/10
1.20
4.60 $1,605.00
Total Current Fees Previous Balance Due
$1,605.00 4,459.70
Additional disbursements may have been paid or Incurred on your behab and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA), ILC).or (DC) following anindividuals name denotes paralegal, law clerk or document Clerk
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW
Pacific Energy Resources Ltd. General Corporate Issues
April 5, 2010
Invoice No. 579921 Page No. 2
023353-0038
Payments and Adjustments Pnor Balance Due Total Balance Due
(2,816.70) 1,643.00 $3,248.00

$1,605.00
31- 60 DAYS $262.50
61 -90 DAYS
$379.50
91 - 180 DAYS
$752.50
OVER 180
$248.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement Ail additional statement covering such disbursements will be furnished to you The abbreviation EPA, iLC).or(DC) following an individuals name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POSt OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628 1950 (714) 641-5100
Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
$
$
9,702.00 19.44 9,721.44
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swill Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA), (LC(,or (DC) following an individuals name denotes paralegal. law clerk or document clerk,
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AttORNeYS Al lAW A PARTNERSHIP INCLUDING PNIJF-CSSIONAL CORPORA HORS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
579923 023353 0043 James ONeal April 5, 2010

-
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
9.70200 19.44 9,721.44
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABAH 122000496 Swift Code: B0FCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbrevation PA) (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

ArroeNrys AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 1 II West Ocean Boulevard, Suite ] 240 Long Beach, CA 90802
Invoice No. Account No. Billing Any. Date Page
579923 023353 0043 James OiN ea l April5.2010 I

-
RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/01/10 Tim Spivey Research re how 3rd circuit bankruptcy courts deal with common interest agreements or joint defense agreements in protecting attorney work product documents given to non-clients. Brendt Butler Finalize business insurance letter and send to T. Lloyd. Catherine Parsons Complete research on civil authority provisions and discuss with B. Butler. Brendt Butler Draft claim analysis for lenders. Tim Spivey . Research re how 3rd circuit bankruptcy Courts deal with common interest agreements or joint defense agreements in protecting attorney work product documents given to non-clients. Brendt Butler Draft common interest agreement; research re same. 1.80
03/01/10
0.80
03/02/10
1.00
03/02/10
6.60
03/03/10
3.90
03.0310
2.90
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement, An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

AITOHNEYSAI tAW
Pacific Energy Resources Ltd. April 5, 2010 Business Interruption Insurance and insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 579 023353-0043 Page No. 2
03/04/10
Tim Spivey Continued research re how 3rd circuit baakruptcy courts deal with common interest agreements or joint defense agreements in protecting attorney work product documents given to non-clients (1.2) -1 expanded search to 9th and 2nd circuits in case of choice of law problems arise (2.2); began drafting memo on topic (0.5). Tim Spivey Drafting memo re attorney work product applicability to documents released to third party, non-client. Brendt Butler Draft analysis of claim for lenders. Brendt Butler Draft analysis of claim for lenders (1.9); draft common interest agreement (2.2). Brendt Butler Email correspondence with G. Tywoniuk re loss calculations
2.30
03/07/10
080
03/09/10
3.80
03/10/10
4.10
03/30/10
0.10
28.10 $9,702.00
DISBURSEMENTS AND COSTS ADVANCED Duplication Telecopier Total Disbursements 4.94 14.50 $19.44
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
S9,721.44 36,343.00 (5,864.00) 30,479.00
Additional disbursements may have been paid or incuired on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you The abbreviation (PA). (I C).or (DC) following an individuals name denotes paralegal law clerk or document clerk
RUTAN & TUCKER, LLP

Al IORNEYS AT LAW
Pacific Energy Resources Ltd. April 5, 2010 Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverageinvoice No. 579( 023353-0043 Page No. 3
Total Balance Due
$40,200.44
ACCOUNTS RECEIVABLE 0-30 DAYS $9,721,44 31-60 DAYS $29,013.00 61 -90 DAYS $1,466.00 91 - 180 DAYS $0.00 OVER 18() $0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional Statement covering such disbursements will be furnished to you The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal law clerk or document clerk
In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors.
)
)
Chapter II Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
CERTIFICATE OF SERVICE
I, James E. ONeill, Esquire, hereby certify that on the Ab day of April, 2010, I caused a copy of the following documents to be served on the individuals on the attached service lists in the manner indicated:
Notice of Filing of Thirteenth Monthly Fee Application Thirteenth Monthly Application for Compensation and Reimbursement of Expenses of Rutan & Tucker LLP, as Special Counsel to the Debtors and Debtors in Possession for the Period from March 1, 2010 through March 31, 2010 Verification of Matthew W. Grimshaw
Jjes E, ONeill (Bar No. 4042)
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,
68773-00I\DOCSDE: 148092.21
Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02- Overnight Delivery 01 - Interoffice Pouch
Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Ste 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 20 Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachuiski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., I1 1h Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801
Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28 th Floor Los Angeles, CA 90067
(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, Texas 75201
68773-00I\DOCSDE:1 47432J
0010oi0ou 0o
liqlqxj
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., et al, Debtors. Objections Deadline: June 17, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed FOURTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRIL 1, 2010 THROUGH APRIL 30, 2010 Name of Applicant: 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: Amount of Expense Reimbursement Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 April 1, 2010 through April 30, 2010 2 $10,060.00 (s.10) , Chapter II Case No, 09-10785(KJC) (Jointly Administered)
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); Petroca) Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. 4 not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Sari Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2
This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein. During the Application Period, Rutan charged $29.90 to Debtors account for telephone calls. During the same period, Rutan received a $30.00 refund from Court Call. Rutan was scheduled to telephonically appear at fee application hearing. The Court cancelled the hearing when all the professionals agreed to accept the fee auditors
21231023353-0031 1090630.01 a05125/I0
Sought as Actual, Reasonable and Necessary: This is a: monthly - interim final application.
The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $2,000.00.
PRIOR APPLICATIONS FILED Date Filed 6117/09 Requested Fees Requested Exuenses Approved Fees Approved Exoenses
Period Covered
6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10 4/1/10 4/26/10
March 9,2009,to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1, 2009 to June 30, 2009 July 1, 2009 to July 31, 2009 Aug. 1, 2009 to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct.], 2009 to Oct. 31, 2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. 1, 2009 to Dec. 31, 2009 Jan. 1, 2010 to Jan. 31, 2010 Feb. 1, 2010 to Feb. 28, 2010 March 1, 2010 to March 31, 2010
$102,732.50 $124,537.50 $120,999.50 $148, 667.50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00
$1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32
$99.55
$102,732.50 $124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80

$54,214.00
$1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08

$67.25
$74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40
$1,481.92 $631.09 $67.32 $99.55
recommendations, leaving a credit of ($0.10).

2123IO2333-003I 109063001 0t110
-2-
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice. Are of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Comorate Law Group Partner since 1992; Member of CA State bar since 1982; Member of Trial Law Group Partner since 2005; Member of CA Bar since 1995; Member of Corporate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2002; Member of CA Bar 2000; Member of Financial Practice Group Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Group Paralegal since 2002; Member of Corporate Law Group
Hourly, Billing Rate (including chan g es) $550.00
Total Comnensat ion $2,640.00
Duke Wahiquist
$550.00
1.0
$550.00
Cristy G. Parker
$450.00
.3
$135.00
Steven J. Goon
$430.00
4.0
$1,720.00
Matthew Grimshaw
$400.00
11.7
$4,680.00
Rushika Kumaraiathe Laurie Biegel
$325.00
0.7
$227.50
$215.00
.5
$107.50
Grand Total: $10,060.00 Total Hours: 23.0 Blended Rate $43739 COMPENSATION BY CATEGORY Project Categories General Case Administration Fee Annlicption Corporate Governance General Corporate Issues Businesjnterruptjpn Insurance Total Total Hours 7.7 11.7 1.8 0.8 1.0 23.0 Total Fees $3.725.00 $4.680.00 $856.00 $249.00 $550.00 10.060.00
21 231023353-003 1 109063001 a05/25110
EXPENSE SUMMARY Exnense Cate2orv Telephone Charges Refund for Cancelled Telephonic Appearance TOTAL
Dated: May 25, 2010
Service Provider
Court Call
Total Expense $29.90 ($30.00)
RUTAN & TUCKER, LLP
MATTHEW W. GRIMSHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
Rutan may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described..
2123/023353-0031 109067001 aOS/25110
-4-

In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al., Debtors.
Objections Deadline: June 17, 2010, at 4:00 p.m.

FOURTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRILI, 2010 THROUGH APRIL 30, 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 II U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutari" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Fourteenth Monthly Application for Compensation and for Reimbursement of
2123/023353.0031 1090639.01 a05125/10
Expenses for the Period from April 1, 2010 through April 30, 2010 (the "Application"). By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $10,059.90, consisting of $10,060.00 in fees and ($0.10) in expenses, 2 and payment of $8,048.00 (80% of the allowed fees) and ($0.10) (100% of allowed expenses) for the period April 1, 2010 through April 30, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows:
Background
1.
On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C.
157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a
During the Application Period, Rutan charged $29.90 to Debtors account for telephone calls. During the same period, Rutan received a $30.00 refund from Court Call. Rutan was scheduled to telephonically appear at fee application hearing. The Court cancelled the hearing when all the professionals agreed to accept the fee auditors recommendations, leaving a credit of ($0. JO).
2123,023353-0031 1090639.01 a05/25/10
Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entred on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Rutan requests compensation were performed for
or on behalf of the Debtors. 6. Rutan has received no payment and no promises for payment from any
source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no
2123/023353-0031 1090639.01 05/25/10
-3-
agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans thirteenth monthly fee application. In its first monthly
fee application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. in December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutaris fees when it approved Rutans first quartery fee application. Under its fourth fee application (for June 1,
2123/023353-0031 090639.01 a05/23110
-4-
2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and $196.50 in expenses. in March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its fifth fee application (for the period July], 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rut.ans fees when it approved Rutans second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order,. Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December 1, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in
2123/023353.0031 1090639.01 a05/25/10
-5-
expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March I, 2010 to March 31, 2010), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. 9. Rutans billing statements for April, 2010 are attached hereto as Exhibit
A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutans knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the aticirney or paralegal performing the described services. The time reports are then organized on a daily basis. Rutan is sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutans charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code.
21231023353-0031 109063901 aD5I25/10
-6-
Actual and Necessary Expenses 10. A summary of actual and necessary expenses incurred by Rutari for the
Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to
cases, such as this one, arising in Delaware. Rutans photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Rutan summarizes each clients photocopying charges on a daily basis. 12. Rutan charges $1.00 for the first page and $0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutans calculation of the actual costs incurred by Rutan for the machines, supplies, and etra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13.
I
With respect to providers of on-line legal research services
LEXIS and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority
of law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Associations ("ABA") guidelines,
2123/023353-0031 1090639.0) a05125110
-7-
as set forth in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 15. The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided - services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutans efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Project
I
17.
The services rendered by Rutan during the Interim Period can be
grouped into the categories set forth below. Rutan 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 the attached Exhibit A, which 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
2231023353-0031 09063901 a05125110
-8-
category. A. General Case Administration 18. During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the Debtors. Fees: $3,725.00; Hours: 7.7
B.
19.
Fee Application
During the Interim Period, the Firm, among other things: (1) prepared
its monthly fee application and supporting documentation; (2) prepared a response to the fee auditors report regarding Rutans Third Interim Fee Application; and (3) corresponded with others regarding Rutaris fee application. Fees: $4,680.00; Hours: 11.7 C. 20.
During the Interim Period, the Firm, among other things: (1) attended
Debtors board meetings; (2) assisted the Debtors in the preparation of the Debtors board minutes; (3) reviewed and analyzed documents; (4) updated and helped maintain the Debtors corporate books and records, and (5) communicated with and advised the Debtors. Fees: $856.00 Hours: 1.8
D.
21.

During the Interim Period, the Firm, among other things: (1) drafted
updates to Debtors books and reccrds; and (2) communicated with and advised the Debtors regarding these issues. Fees: $249.00; Hours: .0.8
212310233530031 09063901 O5i25/10
E. 22.
Business Interruption Insurance During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; and (2) communicated with Debtors and others regarding business interruption insurance claims. Fees: $550.00; Hours: 1.0 Valuation of Services 23. Attorneys and paraprofessionals of Rutan expended 23 hours in
connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Groun Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group Partner since 1998; Member of CA Bar since 1995; Member of Cornorate Law Group Partner sinte 2002; Member of CA State Bar since 1994; Member of Trial Law Groun Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun Associate since 2006; Member of CA Stae Bar since 200; Member of Corporate Law Group Paralegal since 2002; Member of Cornorate Law Groun
Name of Professional Individual Gregg Amber Duke Wahlquist Cristy G. Parker Steven G. Goon Matthew Grimshaw Rushika Kumarartne Laurie Biegel
Hourly, Billing Rate (including Chanes $550.00 $550.00 $450.00 $430.00 $400.00 $325.00
Total Hours Billed 4.8 1.0 .3 4.0 11.7 .7
Total Compensation $2,640.00 $550.00 $135.00 $1,720.00 $4,680.00 $227.50
$215.00
.5
$107.50
2123/023353-0031 09063901 a05/2 5110
Grand Total: $10,060.00 Total Hours: 23.0 Blended Rate: $437.39 24. The nature of the work performed by these persons is fully set forth in
Exhibit A. The rates charged by Rutaris professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $10,060.00. 25. Under 330 of the Bankruptcy Code, Rutan respectfully submits that
the amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (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 the Bankruptcy Code. Further, Rutan ha reviewed Local Rule 2016-2 and the Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutaii respectfully requests that, for the period from April 1, 2010, to April 30, 2010, it be awarded on an interim basis $10,059.90, consisting of fees in the amount of $ 10,060.00.00 and expenses in the amount of ($.lO), and that it be authorized to receive a payment from the Debtor of $8,047.90, consisting of 80% of the I/I I/I III / II
I/I
21231023353-0031 10906390! a05/25/10
-1 1-
allowed fees ($8,048.00) and 100% of the allowed expenses ($10). Rutan also requests such other and further relief as the Court deems just and proper.
Dated: May 25, 2010
RUTA & TUCKE , LP MA HEW W. bRMSHAWTdk Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100
Facsimile: 714-546-9035 mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
2 1231023 353-0031 1090639.01 aO5/25/10
-12-

)
Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the court of the State of California. b) I an familiar with the work performed on behalf of the Debtors by the

C)
I have reviewed the foregoing Fourteenth Monthly Application for
Compensation and for Reimbursement of Expenses of Rutaii & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from April 1, 2010, through April 30, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I iave reviewed Del. Bankr. LR 2016-2 and the Administrative Order
entered on or about April 8, 2009 [Docket #147], and submit that the Application substantially complies such Rule and Order.
Dated: May 25, 2010 Mdtthew W. Grirnshaw
21231023353.0031 1094527.01 aO5/25/10

STATE OF CALIFORNIA) COUNTY OF ORANGE) On thV tay of May 2010, before me, ,E&), . A-ko&-a..L-

Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.
_4
E1
A..)
,Notary Public 0
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person(-whose names) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/hetheir authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entityes) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
TITLE(S)
El 0 U
PARTNER(S) LIMITED GENERAL o ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR
W2%
I
hand and official seal. 0 0

IRE OF NOTARY
OTHER:
NAME OF PERSON(S) OR ENTITY(JES)
Commla*Iofl# 1792252 Caod
lseafl
Ciri. County
OPTIONAL SECTION
Though the data requested here is not required bylaw, it could present fraudulent reattachment of this form.
TITLE OR TYPE OF DOCUMENT: Fourteenth Monthly Application for Compensation and

Reimbursement of Expenses
NUMBER OF PAGES: DATE OF DOCUMENT:
2-5_/O
OTHER SIGNER(S) THAN NAMED ABOVE:
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No. 582320 Account No. 023353 - 0029 Billing Atty. James ONeal Date May 5,20l0
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced

3,725.00 29.90 3,754.90
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA 11: 122000496 Swift Code: BOFCUS33MPK Account Number 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred cri your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTOT4 BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641.5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO lii West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 582320 Account No. 023353 - 0029 Billing Atty. James ONeal Date May 5,20l0
REMITTM4CE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
3,725.00 29.90 $
3,754.90
Wire Instructions
Union Bank of California 18300 Von Karrnan Irvine, CA 92612 ABA ft: 122000496 Swift Code: BOFCUS33MFK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (Dc) following an individuals name denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

Invoice No. 582320 Account No. 023353 - 0029 Billing Atty. James ONeal Date May 5, 2010 Page I
RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/07/10 Gregg Amber Meeting with S. Goon and D. Katie reanalysis of possible claims. Steve Goon Interoffice conference with D. Katie and G. Amber regarding claim against Forest Oil; analyze same. Gregg Amber Review statute of limitations memo; correspondence with D. Katie and S. Goon re same. Steve J Goon Review and analyze memorandum regarding statute of limitations. Steve Goon Interoffice conference with G. Amber regarding status and statue of limitations research. CristyG Parker Telephone conference with J. Hunter re Rosecrans claim (0. 1); assemble background information for J. Hunter re same (0.2). 310
04/07/10
3.40
04,08/10
0.30
04/09/10
0.40
04/12110
0.20
04/28/10
0.30
Additional disbursements may have been paid or incurred or your behalf and are not reflected in this statement. An additional statement coveting such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an andividuars name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Case Administration 023353-0029
May 5, 2010 Invoice No. 582320 Page No.2
7.70 $3,725.00
DISBURSEMENTS AND COSTS ADVANCED Long Distance Telephone Total Disbursemcnts 29.90 $29.90
Total Current Fees and Costs Prior Balance Due Total Balance Due
$3,754.90 8,094.70 $11,849.60
ACCOUNTS RECEIVABLE O-3ODAYS

$7,170.90
31-6ODAYS
$0.00
61 -9ODAYS
$1,635.00
91 -I8ODAYS
$2,107.00
OVER 180
$936.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalemenl. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC).or (DC) following an individuals name denotes paralagal, law cleric or document clerk.
TAXPAYERS ACCOUNT NO 95-351e027
RUTAN & TUCKER, LLP

Invoice No. 582321 Account No. 023353 - 0031 Billing Atty. James ONeal Date May 5, 2010
Fee Application
INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
4,680.00 -30.00 4,650.00
Wire Instructions
Union Rank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this Statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.

A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO III West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 582321 Account No. 023353 - 0031 Billing Atty. James ONeal Date May 5, 2010
Fee Application
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
4,680.00 -30.00
S 4,650.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refe;: to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behall and are 1101 reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals llama denotes paralegal law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAl. CORPORATIONS 619 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714)641-5100
Invoice No. 582321 Account No. 023353 -0031 Billing Atty. James ONeal Date May 5, 2010 Page 1
RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/07/10 Matthew Grimshaw Review email from L. Bicgel re information to be included in response to fee auditors report re Rutans third interim fee application (.1); begin drafting response to fee auditors report (1.1). Matthew Grinishaw Work on response to fee auditors report re Rutans third interim fee application (.9). Matthew Grimshaw Work on response to fee auditors report re Rutans third interim fee application (1.2); finalize same (.1). Matthew Grimshaw Email from S. McFarland re fourth interim fee application (.1). Matthew C}rimshaw Draft, revise, and finalize fourth quarterly fee application (3.9); email exchange with G. Amber fee application issues (.1). Matthew Grimshaw Draft, revise, and finalize March 2010 fee application (4.2). 1.20
04/08/10
0.90
04/09/10
1.30
04/20/10
0.10
04/21/10
4.00
04/23/10
4.20
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional Statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following a, individuals name denotes paralegat, law dertr Ci document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
May 5, 2010 Invoice No. 582321 Page No. 2
11.70 $4,680.00
DISBURSEMENTS AND COSTS ADVANCED Refund of Advanced Client Cost Total Disbursements
-30.00 $-30.00
Total Current Fees and Costs Prior Balance Due Total Balance Due
$4,650.00 7,894 .68 $12,544.68
ACCOUNTS RECEIVABLE
o - 30
DAYS
$6,657.78
31- 60 DAYS $0.00
61 - 90 DAYS $2,192.30
91 - 180 DAYS
$2,919.40
OVER 180
$775.20
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law cloth or document dmhr.
RUTAN & TUCKER, LIP

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA92628-1950 (714) 641-5100
Invoice No. 582322 Account No. 023353 - 0032 Billing Ally. James OrN eal Date May S,2010
INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
856.00 856.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law cleric or document cleric.
RUTAN & TUCKER, LLP

Invoice No. 582322 Account No. 023353 - 0032 Billing Atty. James OrN ea l Date May5,2010
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMIYFANCEtm CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
856.00
$ 856.00
Wire Instructions
Urnon Bank of California 18300 Von Karrnan Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not rellacled in this stalemenl. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk,
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714)641-5100
Invoice No. 582322 Account No. 023353 - 0032 Billing Atty. James ONeal Date May 5, 2010 Page 1
RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/05/10 Laurie Biegel( PA) Prepare correspondence to J. Kuritz regarding Delaware tax notice matters. Laurie Biegel ( PA) Review board consents; update Minute Book and index thereto. Laurie B i egel ( PA) Prepare correspondence to J. Kuritz forwarding invoice for Cameros Acquisition. Gregg Amber Prepare for, attend and take notes for minutes at Board meeting; bcgin work on minutes. 0.10
04/09/10
0.20
04/19/10
0.10
04/27/10
1.40
1.80 $856.00
Total Current Fees Prior Balance Due Total Balance Due
$856.00 3,313.53 $4,169.53
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individuaTs name derides paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

AT IORNhYS AT LAW
ACCOUNTS RECEIVABLE 0-3ODAYS

$1,303.13
31-6ODAYS
$0.00
61-9ODAYS
$430.00
91-I8ODAYS
$1,413.60
OVER 180
$1,022.80
Additional disbursements may have been paid or incurred on your behalf and are not reflected in This statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individuars name denotes paralegal. law clerk or document clerk.
RUTAW & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92625-1950 (714)641-5100
582323 023353 -0038 James OrN ea l May 5, 2010
$ $
249.00 249.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individuars name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-351907
RUTAN & TUCKER, LLP

Invoice No. 582323 Account No. 023353 - 0038 Billing Any. James ONeal Date May 5, 2010
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice $
249.00
249.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements Will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal. law dark or document clerk.
RUTAN & TUCKER, LLP

Invoice No. 582323 Account No. 023353 -0038 Billing Atty. James ONeal Date May 5, 2010 Page 1
RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/05/10 Rushika Kumararatne Draft resolutions re 401(k) plan. Laurie Biegel ( PA) Review and respond to emails regarding board matters. Rushika Kumararatne Draft board resolutions re termination of 401(k) plan. 0.40
04/07/10
0.10
04/09/10
0.30
0.80 $249.00
$249.00 3,248.00 $3,497.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statementAn additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

$1,854.00
31- 60 DAYS
$0.00
61 -90 DAYS
$262.50
91 - 180 DAYS
$1,132.00
OVER 180
$248.50
Additional disbursements may have been paid or ncurTcd on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).oi (DC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

611 ANTON BOULEVARD SUITE 140D POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92626-1950 (714) 641-5100
Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James ONeal Date May5,2010
INVOICE SUMMARY

550.00 550.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statementAn additional statement coveting such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individuals name denotes parategal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James ONeal Date May 5,2010
Business Interruption insurance and Insurance Return Premiums on Cancellation of Alaska Coverage
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
$ $
550.00 550.00
Wire Instructions
Additional disbursements may have been paid or incurred On your behall and are not reflected in this statement. An additional statement covering such disbursements will be Iumished to you. The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James O1Neal Date May 5, 2010 Page 1
RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/15/10 Duke F Wahlquist Conf. call with clients and lenders regarding status of claim. 1.00
1.00 $550.00
$550.00 40,200.44
ACCOUNTS RECEIVABLE 0- 30 DAYS $10,271.44 31-60 DAYS $0.00 61 -90 DAYS $29,013.00 91 - 180 DAYS $1,466.00 OVER 180 $0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished IC you. The abbreviation (PA). (LC).or (DC) lollowing an individualo name denotes paralegal. law clerk or document clerk.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., etal., Debtors. )
)
Chapter II Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
AFFIDAVIT OF SERVICE STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ss: )
Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachulski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 26 " day of May 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 Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to the Debtors for the Period April 1-30, 2010
Jctk&e&
Kath.en Forte Fin1ayd) Sworn of before 010 DEBRA L. YOUNG
NOTARY pliBUC
Notary Public Commission Exp. STATE OF DELAWARE *j 1. 211 GX
(f
The Debtors in the 4ses,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); Carneros 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 III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02- Overnight Delivery 01 - Interoffice Pouch
Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1 500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Ste 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachuiski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehi & Jones LLP 101 00 Santa Monica Blvd., 1 l Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28Lh Floor Los Angeles, CA 90067
(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Ste 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) 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. 147432.1
Exhibit 3
0.0 aOOIOOfOO
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11
PACIFIC ENERGY RESOURCES LTD., et a1_ 1 Case No. 09-I 0785(KJC) (Jointly Administered) Debtors. Objections Deadline: July 30, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed FIFTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY 1, 2010 THROUGH MAY 31, 2010 Name of Applicant: 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: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x_ monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 May I, 2010 through - May 31, 2010 2 $3,110.00 $0 - interim final application.
2
This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2123/023353-0031 097434.01 a07/07/10
The total time expended for fee application preparation is approximately and the corresponding compensation requested is approximately $2,000.00. PRIOR APPLICATIONS FILED Date Filed 6/17/09 6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10 4/1/10 4/26/10 5/26/10 Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June I, 2009 to June 30, 2009 July 1,2009to July 31, 2009 Aug. 1, 2009 to Aug. 3 1,2009 Sept. 1, 2009 to Sept. 30, 2009 Oct.1,2009to Oct. 31,2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. 1, 2009 to Dec. 31, 2009 Jan. 1,2010to Jan. 31, 2010 Feb. 1, 2010 to Feb. 28, 2010 March 1, 2010 to March 31, 2010 April 1, 2010 to April 30, 2010 Requested Fees $102,732.50 $124,537.50 $120,999.50 $148, 667,50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00 $10,060.00 Requested ExDenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) Approved Fees $102,732.50 $124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40 $8,048.00
5 hours
Approved EXDense. $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10)
included herein.
21231023353-0031 097434.01 aOl/OhIO
-2-
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Billing Experience, Year of Obtaining Rate Total Total License to Practice, Are of (including Hours Expertise &Jiait2es) _Billed Comoensation Partner since 1998; Member of .4 $550.00 $220.00 CA Bar since 1981; Member of Corporate Law Group 4.7 Associate since 2002; Member $1,880.00 $400.00 of CA Bar 2000; Member of Financial Practice Grout) 1.6 $600.00 Associate since 2004; Member $375.00 of CA State Bar since 2004; Member of Corporate Law Group .6 $195.00 $325.00 Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Group 1.0 $215.00 Paralegal since 2002; Member of $215.00 Corporate Law Group ________
.
Name of Professional
1pc1iyduaJ
Gregg Amber Matthew Grirnshaw Garrett Sleichter
Rushika Kumararatne Laurie Biegel
$3,110.00 Grand Total: Total Hours: 8.3 Blended Rate $374.70 COMPENSATION BY CATEGORY
-
tD]u &WOM RWOLIfllIttSJ.(
J1IIi
11
1iJJ*IIW
VXII AJ1I1I1
U[IXIIIW
Dated: July 7, 2010
(CA Bar No. 210424) W.GMS 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 714-546-9035 Facsimile: mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/0 23353-0031
109743401 a07107II0
-3-

In re Chapter 11 Case No. 0910785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al., 1 Debtors.
Objections Deadline: July 30, at 4:00 p.m.

FIFTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY!, 2010 THROUGH MAY 31, 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 II U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Fifteenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from May 1, 2010 through May 31, 2010 (the "Application").
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Jil W. Ocean
2123/023 353-0031 1 097466 01 307/07i10
By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $3,110.00, consisting of $3,1 10.00 in fees and payment of $2,488.00 (80% of the allowed fees) for the period May 1, 2010 through May 31, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter II of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353.0031 1097166.01 aOl/OhIO
application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Rutan requests compensation were performed for or
on behalf of the Debtors. 6. Rutan has received no payment and no promises for payment from any
source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan
11231023353-0031 109746601 a02107110
obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans fifteenth monthly fee application. In its first monthly fee
application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its fourth fee application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and $196.50 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its fifth fee application (for the period JuLyl, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved
2123IO2333.0031 109746601 a07/07/10
Rutans fees when it approved Rutans second quarterly fee application. Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December 1, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March 1, 2010 to March 31, 2010), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the
Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. Under its fourteenth fee application (for the period April 1, 2010 to April 30 2010), Rutan
21)3/073353-0031 1097466.01 a07107/10
-5-
sought approval of $10,060.00 in fees and ($. 10) in expenses. Under the Administrative Order, Rutan received $8,048.00 in fees and $(0.] 0) in expenses. 9. Rutans billing statements for May 2010 are attached hereto as Exhibit A.
These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Enterim Period. To the best of Rutans knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the attorney or paralegal performing the described services. The time reports are then organized on a daily basis. Rutan is sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutans charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses JO. A summary of actual and necessary expenses incurred by Rutan for the
Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to cases,
such as this one, arising in Delaware. Rutans photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Rutan summarizes
2123/023353.0031 109746(,.0I aOl/Ui/JO
-6-
each clients photocopying charges on a daily basis. 12. Rutan charges $1.00 for the first page and $0.50 for each additional page
of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutans calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services LEXIS
and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutari is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority of
law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Associations ("ABA") guidelines, as set forth in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered IS. The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A.
2123102353-0031 1091466.01 aOl/OhIO
-7-
16.
Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutans efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Project 17. The services rendered by Rutan during the Interim Period can be grouped
into the categories set forth below. Rutan 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 the attached Exhibit A, which 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. A. 18. Fee Application During the Interim Period, the Firm, among other things: (I) prepared its
monthly fee application and supporting documentation; (2) corresponded with the Fee Auditor regarding information requested by him; (3) reviewed the fee auditors final report regarding Rutans Third Interim Fee Application and corresponded with others regarding the same; and (4) corresponded with other regarding Rutans fee applications. Fees: $1,880.00; Hours: 4.7
2123l02333.0031
109466.01 07/07/I0 - -
B. 19.
Corporate Governance During the Interim Period, the Firm, among other things: (1) assisted the
Debtors in the preparation of the Debtors board minutes; (3) reviewed and analyzed documents; (4) updated and helped maintain the Debtors corporate books and records, and (5) communicated with and advised the Debtors. Fees: $435.00 Hours: 1.4 C. 20. General Corporate Issues During the Interim Period, the Firm, among other things: (I) reviewed and
analyzed credit agreements at the request of the Debtors; (2) communicated with and advised the Debtors; and (3) drafted resolutions for the Debtors. Fees: $795.00; Hours: .2.2 Valuation of Services 21. Attorneys and paraprofessionals of Rutan expended 8.3 hours in
connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Exnertise Partner since 1998; Member of CA Bar since 1981; Member of Cornorate Law Group Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group Associate since 2004; Member of CA State Bar since 2004; Member of Corporate. Law Grouo Associate since 2006; Member of CA State Bar since 2006; Member of Cornorate Law Groun Paralegal since 2002; Member of Cornorate Law Group Hourly, Billing Rate (including ..Chan g es) $550.00 $400.00 $375.00 $325.00 $215.00
_1nthdthiaL.
Gregg Amber Matthew (3rimshaw Garrett Sleichter Rushika Kumarartne Laurie Biegel
Total Hours Billed .6 4.7 1.6 .6 1.0
Total
Cnenaatitpn
$220.00 $1,880.00 $600.00 $195.00 $215.00
2 I23IO2333-003$ 109746601 a07/07/10
-9-
Exhibit A. The rates charged by Rutans professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $3,110.00. 23. Under 330 of the Bankruptcy Code, Rutan respectfully submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (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 the Bankruptcy Code, Further, Rutan has reviewed Local Rule 2016-2 and the
Administrative Order and believes that this Application complies with r quirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from May 1, 2010, to May 31, 2010, it be awarded on an interim basis $3,110.00, consisting of fees in the amount of $3,110.00 and that it he authorized to receive a payment from the Debtor of $2,488.00, consisting of 80% of the allowed fees. Rutan also requests such other and further relief as the Court deems just and proper. Dated: July 7,2010 RUTA & TUC ,LLP
TTHEW . GRIMS AW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 mgrirnshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
2 I23102333-003 I 097466.01 ,07f07110
10

)
Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I ant an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the court of the State of California. h) I am familiar with the work performed on behalf of the Debtors by the

C)
I have reviewed the foregoing Fifteenth Monthiy Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from May 1, 2010, through May 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LIZ 2016-2 and the Administrative Order
entered on or about April 8, 2009 [Docket 4147], and submit that the Application substantially complies such Rule and Order.
Dated: July 7, 2010 Matthew W. Grimshaw
21231021353-0031 09750401 a07107110
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORANGE) On this 41ay of July, 2010, before me, , Notary Public

Though statute does not require the Notary to (iii in the data below, doing so may prove invaluable to persons relying on the document.
EJ 0
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are-subscribed to the within instrument, and acknowledged to me that he/-sliethey executed the same in hisIhether authorized capacity(es)-, and that by his/ e#their signature(s)-on the instrument the person(s.), or the entity(4es) upon behalf of which the person(&)- acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State ol Cal ifornia that the foregoing paragraph is true and correct. WITNES
TITLE(S)
PARTNER(S) LIMITED El GENERAL El ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:
0 0 0 0
SIGNATURE OF NOTARY
NAME OF PERSON(S) OR ENTIrY(IES) -
CemvMssoS 792212
lseilI -
- COa,
OPTIONAL SECTION
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form
TITLE OR TYPE OF DOCUMENT: Fifteenth Monthly Application for Compensation and

Reimbursement of Expenses
NUMBER OF PAGES: DATE OF DOCUMENT:
77_ ID
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO Ill West Ocean Boulevard, Suite 1240 Long Beach,CA 90802
Invoice No. 584456 Account No. 023353 - 0031 Billing Atty. James OrN ea l Date June3,2010
Fee Application
$ $
1,880.00 1,880.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA/I: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished Is you. The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal. law clerk Or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641-5100
Invoice No. 584456 Account No. 023353 0031 Billing Atty. James ONeal Date June 3,2010
Fee Application
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ** CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
$ $
1,880.00 1,880.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional Statement covering such disbursements will be furnished to YOU. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law dark or document clerk.
TAXPAYERS ACCOUNT NO 95.3519027
RUTAN & TUCKER, LLP

Invoice No. Account No. Billing Atty. Date Page
584456 023353 -0031 James ONeal June 3.20l0 1
RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/13/10 Matthew Grimshaw Email exchange with S McFarland re certificate of no objection issues (.2). Matthew Grimshaw Multiple email exchanges with A Parnell re information requested by fee auditor (.2). Matthew Grimshaw Email from S. McFarland re fee issues. Matthew Grimshaw Email from S. McFarland re fee auditors final report re Rutans third interim fee application (.1); review fee auditors report re same (.1); email exchange with G Amber re same (2). Matthew Grimshaw Draft, revise, and finalize Rutans fee application for April 2010(3.8). 0.20
05/19/10
0.20
05/2 1/10
0.10
05/24/10
0.40
05/25/10
3.80
4.70 $1,880.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) Iollowirrg an individuals name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
June 3, 2010 Invoice No. 584456 Page No. 2
$1,880.00 12,544.68 (1,760,30) 10,784.38 $12,664.38
ACCOUNTS RECEIVABLE
0 - 30 DAYS 31- 60 DAYS 61 - 90 DAYS 91 - 180 DAYS OVER 180
$6,530.00
$2,007.78
$432.00
$2,075.80
$1,618.80
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement coveting such disbursements will be furnished to you. The abbreviation (PA). (LC).or (OC) following an Individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 35-3519057
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAl. CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
584457 023353 0032 James ONeal June 3,2010

-
INVOICE SUMMARY

$
$
435,00
435.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA /: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: RUtaI3 & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be Furnished to you The abbreviation (PA). (LC).or (DC) following an individuars name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Ann: Gerry Tywoniuk, Sr. VP and CFO ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 584457 Account No. 023353 - 0032 Billing Atty. James ONeal Date June 3, 2010
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
435.00
$ 435.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC)or (DC) following an individuals name denotes paralegal. law clerk of document clerk.
R UTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.1950 (714) 6415100
Invoice No. 584457 Account No, 023353 - 0032 Billing Atty. James ONeal Date June 3, 2010 Page 1
RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/03/10 Laurie Biegel (PA) Review minutes (0.2); update Minute Book and index thereto (0.3). Laurie Biegel (PA) Follow up regarding minutes matters. Laurie Biegel PA) Prepare correspondence to J. Kuritz regarding invoice.
(
0.50
05/06/10
0.10
05/11/10
0.30
05/25/10
Laurie Biegel (PA) Review and follow up on email from C. Parker regarding Cook Inlet matters. Gregg Amber Continue work on board meeting minutes. Gregg Amber Continue work on board meeting minutes.
0.10
05/27/10
0.20
05/28/10
010
1.40 $435.00
Total Current Fees

Additional disbursements may have been paid or Incurred on your behalf and are 1101 reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (IC).oi (DC) following an indiviouars name denotes paralegal. law clerk or document clerk.
$435.00
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW
June 3. 2010 Invoice No. 584457 Page No. 2
Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
4,169.53 (344.00) 3,825.53
$4,260.53
ACCOUNTS RECEIVABLE
o-
30 DAYS $1,291.00
31- 60 DAYS $447.13
61 - 90 DAYS
$86.00
91 - 180 DAYS $974.80
OVER 180
$1,461.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wIll be furnished to you. The abbreviation (PA). (LC),or (DC) following an individuars name denotes paralegal. law dark or document clerk.
TAXPAYERS ACCOUNT
NO 953519027
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92626-1950 (714) 641-5100
Invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James ONeal Date June 3, 2010
INVOICE SUMMARY

$
795.00
795.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ru ran & Tucker LIP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behafi and are not reflected In this statement. An additional statement covering Such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE Box 1950 COSTA MESA, CALIFORNIA 92028-1950 (714) 641-5100
invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James ONeal Date June 3, 2010
REMITTANCE COPY PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
*4*
795.00
$ 795.00
Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement Covering such disbursements will be Furnished to you. The abbreviation (PA). (LC).OI (DC) Following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James ONeal Date June3,2010 Page I
RE; General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/18/10 Garett Sleichter Research first and second lien credit agreement document requests from J. Kuritz (1.5); provide document to J. Kuritz in response to request (0.1). Rushika Kurnararatne Draft resolutions regarding director compensation. 1.60
05/27/10
0.60
2.20 $795.00
$795.00 3,497.00 (210.00) 3,287.00 $4,082.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW
Pacific Energy Resources Ltd. General Corporate Issues

023353-0038
June 3, 2010 Invoice No. 584458 Page No. 2
ACCOUNTS RECEIVABLE 0 -30 DAYS $1,044.00 31- 60 DAYS $1,605.00 61 - 90 DAYS $52.50 91 - 180 DAYS $545.00 OVER 180 $835.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (tC).or (DC) following an individuals name denotes parategal, law clerk or document clerk.
Exhibit 4
0.0 aOO/00100

In re PACIFIC ENERGY RESOURCES LTD., el al., Debtors. Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)
Objections Deadline: August 27, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed SIXTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 1, 2010 THROUGH JUNE 30, 2010
Name of Applicant: 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: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 June 1, 2010 through June 30, 2010 2 $1,780-00 $36.51 interim final application.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax ID. It 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 Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2
2.1 2NO23353-0031 10420701 aft/04/10
The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $2,000.00.
PRIOR APPLICATIONS FILED Date Filed 6/17/09

6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26710 4/1/10 4/26/10 5/26/10 7/8/10
Pej1o&Covered March 9,2009,to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1,2009to June 30, 2009 July 1,2009(0 July 31, 2009 Aug. 1,2009to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct.!, 2009 to Oct. 31, 2009 Nov. I, 2009 to Nov.30,2009 Dec. 1, 2009 to Dec. 31, 2009 Jan. 1, 2010 to Jan. 3 1, 2010 Feb. 1,2010to Feb. 28, 20 10 March 1, 2010 to March 31, 2010 April 1, 2010 to April 30, 2010 May 1, 2010 to May 31, 2010
Requested Fees $102,732.50

$124,537.50 $120,999.50 $148,667.50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00 $10,060.00 $3,110.00
Requested
$1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) (0)
Approved Fees $102,732.50

$124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40 $8,048.00 Pending
Approved _Exunie&_ $1,389.62

$10.542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) Pending
included herein.
21231023353.0031 1 04 207 01 a08/04/I0
-2-
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice. Are of Exnertise Partner since 1998; Member of CA Bar since 1981; Member of Coroorate Law Group Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law 0r cup Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group Associate since 2009; Member of CA State Bar since 2000; Member of Financial Practices Group Associate since 2004; Member of CA State Bar since 2004; Member of Cornorate Law Group Paralegal since 2002; Member of Corporate Law Groun
Hourly, Billing Rate (including slian2esL. $550.00
Total Hours Billed .2
Total
tijnnensati.o.n
$110.00
Duke Wahiquist
$550.00
.5
$275.00
Matthew Grimshaw
$400.00
.3
$120.00
Brendt Butler
$400.00
1.7
$680.00
Garrett Sleichter
$375.00
1.3
$487.50
Laurie Biegel
$215.00
.5
$107.50
Grand Total: $1,780.00 Total Hours: 4.5 Blended Rate: $395.56
I 23/02333.003I 1042070! 3OB/04110
COMPENSATION BY CATEGORY Proiet Categories General Case Fee Aoolication Corporate Governance Business In&erruD1isn Insurance Total Dated: August 4, 2010
_IolatH.aurL.
1.3 03
0.7
Total Fees
$487.50
$120.00 $217.50
2.2 45 TA &T CK LLP
$955.00
S1,780.00
HEW W. GRI SHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone:
Facsimile:
Email :
714-546-9035 mgrimshawrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
223IO23353-003I IO4ZO7.O a08104110
-4-

In re Chapter I Case No. 09-I 0785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al., Debtors.
Objections Deadline: August 27,2010, at 4:00 p.m.

SIXTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 1, 2010 THROUGH JUNE 30 ,2010
Pursuant to sections 330 and 331 of Title II 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 II U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Fifteenth Monthly Application for Compensation and for Reimbursement of
2123!02335i.0031 II042I20 a08/04/I0
Expenses for the Period from June 1. 2010 through June 30, 2010 (the "Application") By this Application Rutan seeks a monthly interim allowance of compensation in
the amount of$1,816.51, consisting of$l,780.00 in fees, $36.51 in costs and payment of $1,424.00 (80% of the allowed fees), $36.51 (100% of Costs) for the period June 1, 2010 through June 30, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within
twenty (20) days after service of the monthly fee application the Debtors are authorized to pay jhe Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31,
21231023353-003 1 10421801 aOVO41I0
-2-
2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutari to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Rutan requests compensation were performed for or
source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior
2I23/O233)003I IIO428OI ,O04II0
to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans fifteenth monthly fee application. In its first monthly tee
application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,38962 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of$ 124,537.50 in fees and $10,542.35 in expenses. in December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009. the Court approved Rutans fees when it approved Rutaris first quarterly fee application. Under its fourth fee application (for June 1, 2009, to June 30, 2009). Rulari sought approval of $148,667.50 in fees and $196.50 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its fifth fee application (for the period Julyl, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval
2123/023353.003 1104218.01 a08104f10
of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly lee application. Under its seventh fee application (for the period September 1, 2009 to September 1. 2009. to September 30, 2009). Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October I 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December I, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1. 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutari received $32,196.40 in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March 1, 2010 to March 31, 2010), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. Under
2123J02335-003I I042I80I a0810410
its fourteenth fee application (for the period April 1 1 2010 to April 30 2010), Rutan sought approval of $10,060.00 in fees and ($.10) in expenses. Under the Administrative Order, Rutan received $8,048.00 in fees and $(0.10) in expenses. Under its fifteenth fee application (May 1, 2010 to May 31, 2010), Rutan sought approval o13,l 10.00 in fees. Rutans fifteenth fee application remains pending with the Court for approval. 9. Rutans billing statements for June, 2010 are attached hereto as Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutans knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the attorney or paralegal performing the described services. The time reports are then organized on a daily basis. Rutan is sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutans charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses
.
ID.
A summary of actual and necessary expenses incurred by Rutan for the
Interim Period is attached hereto as part of Exhibit A. II. Rutan charges $0.10 per page for photocopying expenses related to cases,
7 I 2 310233 53-003 I 110421001 a08104/10
-6-
such as this one, arising in Delaware. Rutans photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Rutan summarizes each clients photocopying charges on a daily basis. 12. Rutan charges $1.00 for the first page and $0.50 for each additional page
of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutans calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services LEXIS
and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority of
law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Associations ("ABA") guidelines, as set forth in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 15. The names of the partners and associates of Rutan who have rendered
2IB/O3353.00) IIO42IOt a08104/10
-7-
professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutans efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Project 17. The services rendered by Rutan during the Interim Period can be grouped
into the categories set forth below. Rutan 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 the attached Exhibit A, which 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. A. 18. General Case Administration During the Interim Period, the Firm, among other things: (1) reviewed and
analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the estates professionals. Fees: $487.50; Hours: 1.3
2123A)21353-0031 110421801 481041I0
B. 19.
Fee Application During the Interim Period, the Firm, among other things: (1) corresponded
with other regarding Rutans fee applications. Fees: $120.00; Hours: 0.3 C. 20. Corporate Governance During the Interim Period, the Firm, among other things: (1) assisted the
Debtors in the preparation of the Debtors board minutes; (2) reviewed and analyzed documents; (3) updated and helped maintain the Debtors corporate books and records, and (4) communicated with and advised the Debtors. Fees: $217.50 Hours: 0.7 D. 21. Business Interruption Insurance During the Interim Period, the Firm, among other things: (1) reviewed and
analyzed documents; (2) communicated with Debtors and others regarding business interruption insurance claims; (3) drafted letter to insurers. Fees: $955.00; Hours: .2.2 Valuation of Services 21. Attorneys and paraprofessionals of Rutan expended 4.5 hours in
connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Exnertise Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group
Hourly, Billing Rate (including $550.00
Total Hours .2
Total
_CJiiuize,L .BIJlctL
ninens.atian...
$110.00
21 2)1023253.1)031 110421801 aOO/04/I0
-9-
Name of Professional Individual Duke Wahiquist Matthew Grimshaw Garrett Sleichter
Laurie Biegel
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Partner since] 992; Member of CA State Bar since 1982; Member of Trial Law Grout) Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group Associate since 2004; Member of CA State Bar since 2004; Member of Corporate Law Groun Paralegal Since 2002; Member of Corporate Law Groun
Hourly, Billing Rate (including
.fhaii.ges)
$550.00 $400.00 $375.00
Total Total Hours .BilledL Comnensation $275.00 .5 .3 1.3 $120.00 $487.50
$215.00
.5
$107.50
Exhibit A. The rates charged by Rutans professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Ruian to the Debtors during the Interim Period is $1,780.00. 23. Under 330 of the Bankruptcy Code, Rutan respectfully submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered,
(ci)
the value of
such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the
Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from June 1, 2010, to June 30, 2010, it be awarded on an interim basis $1,816.51, consisting of fees in the
7I3/0233S3-003I
104?I0 01 a00104110
-10-
amount of$ 1,780.00 , costs in the amount of $36.51 and that it be authorized to receive a payment from the Debtor of $1,460.5 1, consisting of 80% of the allowed fees and 100% of the allowed costs. Rutan also requests such other and further relief as the Court deems Just and proper.
Dated: August 4, 2010 ;"&LP MATTHEW W. GRIMSHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
2123/023353-0031 I10421.01 a08/04110

)
Matthew W. Grimshaw. after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the court of the State of California. b) I am familiar with the work performed on behalf of the Debtors by the

C)
I have reviewed the foregoing Sixteenth Monthly Application for
Compensation and for Reimbursement of Expenses of Rutari & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from June 1, 2010, through June 30, 2010 (the"Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order
Dated: August 4, 2010

--
2123/023353.0031 111055001 00/04/10

STATE OF CALIFORNIA) COUNTY OF ORANGE) On thi\_ day of August, 201 , before me,

Though statute does not require the Notary 10 liii in thc data below, doing so may prove invaluable to persons relying on the document
Ll , Notary Public 0
cf.
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the persons) whose nams) is/are subscribed to the within instrument, and acknowledged to me that he1Lthey executed the same in his/lentheir authorized capacity-es), and that by his/h&Itheii - signature(s) on the instrument the person(s), or the cntity(4ee) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNES y hand and official seal.
TITLE(S)
0 0 0 0 0 0
PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR
OTHER:
SIGNATURE OF NOTARY
NAME OF PERSON(S) OR ENTITY(IES)
[seall
I
I
RAM O E. CtWIN Commission 0 1 MU2 Nobly Pi,c CalI?omlo Ocoiig. COunIy

4.-
essP.b* 2012
-----.0 00 -0-
OPTIONAL SECTION
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
TITLE OR TYPE OF DOCUMENT: Sixteenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:
EXHIBIT A
42125-001 \DOCS DE:6375 I
RIJTAN & TUCKER, LLP

Invoice No. 586653 Account No. 023353 - 0029 Billing Atty. James ONeal Date July 7, 2010
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
$ S
487.50 487.50
Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA #: 122000495 Swift Coder BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement Covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an Individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Attn: Gerry Tywortiuk, Sr. VP and CFO III West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 586653 Account No. 023353-0029 Billing Atty. James ONeal Date July 7, 2010
REMITTANCE COPY
PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE * CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
487.50 487.50
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA//: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (Dc) following an Individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3619027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Invoice No. 586653 Account No. 023353 - 0029 Billing Atty. James ONeal Date July 7, 2010 Page 1
RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/17/10 GarettSleichter Research S. McFarland request for lien documents in preparation of objection to claim of General Petroleum; draft email response and provide lien documents re same. 1.30
1.30 $487.50
$487.50 11 849.60 (9,554.42) 2,295.18 $2,782.68
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individuars name denotes paralegat, law clerk of document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 7, 201() Invoice No. 586653 Page Nit. 2
ACCOUNTS RECEIVABLE 0 - 30 DAYS $487.50 31- 60 DAYS

$0.00
61 - 90 DAYS $750.98
91 - 180 DAYS $1,120.20
OVER 180
$424.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (l_C).or (CC) following an individuals name denotes paralegal. law cJerlc or document Clerk.
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL COI4PORAI IONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No. 586654 Account No. 023353 - 0031 Billing Atty. James ONeal Date July 7, 2010
Fee Application
INVOICE SUMMARY CURRENT Th4VOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
120.00 30.00 150.00
Wire Instructions
Union Bank of California 18300 Von Karrnan Irvine, CA 92612 ABA n: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA) (LC)or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

Invoice No. 586654 Account No. 023353 - 0031 Billing Atty. James ONeal Date July7,2010
Fee Application
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
120.00 30.00 150.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA//: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An addilionalslalemenl covering such disbursements will be furnished to YOU. The abbreviation (PA), (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNFRSHIP INCLUDING PROFESSIONAL CORPORA] IONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 541-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniulc, Sr. VP and CFO II] West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 586654 Account No. 023353 -0031 Billing Atty. James ONeal Datc July 7, 2010 Page 1
RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/20/10 Matthew Grimshaw Email exchange with S. McFarland and G. Amber re no objections to Rutans April fees (.2); email from K. Firilayson re same (.1). 0.30
0.30 S120.00
DISBURSEMENTS AND COSTS ADVANCED Appearance Fees Total Disbursements 30.00 $30.00
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due .
$1 50.00 12,664.38 (7,455 .78) 5,208.60 $5,358.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER,

*rrORweyS AT LAW
LLP July 7. 2U1() Invoice No. 586654 Page No. 2

$150.00
31- 60 DAYS
$1,880.00
61 -90 DAYS
$930.00
91 - 180 DAYS
$1,631.00
OVER 180
$767.6()
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),ce (DC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ArronNEys AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Invoice No. 586655 Account No. 023353 - 0032 Billing Atty. James ONeal Date July 7,2010
INVOICE SUMMARY CURRENT INVOICE SUMMARY:
Professional Fees Disbursements and Costs Advanced

217.50 6.51 224.01
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC ).or (DC) following an individuals name denotes paralegal, law cleric or document clerk.
TAXPAYERS ACCOUNT NO 95-3519O7
RUTAN & TUCKER. LLP

ATTORNEYS AT LAW A PAR1NbRSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 611.5100
Pacific Energy Resources Ltd. Ann: Gerry Tywoniuk, Sr. VP and CFO ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 586655 Account No. 023353 - 0032 Billing Atty. James ON ea l Date July 7, 2010
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
217.50 6.51
224.01
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA U: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering Such disbursements will be furnished to you. The abbreviation (PA). (LC).or(DC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER. LLP

AITORNEbS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Invoice No. 586655 Account No. 023353 - 0032 Billing Atty. James ONeal Date July 7, 2010 Page 1
RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 06/01/10 Gregg Amber Finish board meeting minutes. Laurie Biegel ( PA) Review Alaska Notice of Change and update task list and Minute Book for PERL. Laurie Biegel (PA) Follow up on signatures on recent board consent. Laurie Biegel (PA) Review written consent; update Minute Book and index thereto.
30, 2010
0.20
06/10/10
0.10
06/21/10
0.20
06/28/10
0.20
0.70 $217.50
DISBURSEMENTS AND COSTS ADVANCED Long Distance Telephone Total Disbursements 6.51 $6.51
Additional disbursements may have been paid or incurred on your behalf and are not reflected in This statement An additional statement covering Such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an irividuaTS name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 7, 2010 Invoice No. 586655 Page No. 2
$224.01 4,260.53 (2,529.03) 1,731 50 $1,955.51
ACCOUNTS RECEIVABLE 0-30 DAYS $224.01 31-60 DAYS $435.00 61 -90 DAYS $171.20 91 - 180 DAYS $433.10 OVER 180 $692.20
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an ,ndividuars name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO III West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 586656 Account No. 023353 - 0043 Billing Any. James ONeal Date July7,2010
Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska
Coverage
955.00 955.00
Wire Instructions
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),oc (DC) following an individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP tNCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (114) 6415100
Invoice No. 586656 Account No. 023353 0043 Billing Atty. James ONeal Date July 7,2010
REMITTANCE COPY
*rlr*
PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE

Ices and Costs Due This Invoice
955.00 955.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA if: 122000496 Swift Code: BOPCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid of incurred on your behalt and are not reflected in this slalemont. An additionalstatement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

Invoice No. 586656 Account No. 023353 - 0043 Billing Atty. James OrN eal Date July 7, 2010 Page 1
RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/01/10 Brendt Butler Review new analysis of B! claim. Duke F Wahlquist Conference with client and broker regarding status of communications with insurer and marshalling evidence in support otclaim. Brendt Butler Draft letter to insurers. 0.50
06109/10
0.50
06/15/10
1.20
2.20 5955.00
$955.00 40,750.44 (31 .431 .44) 9,319.00 $10,274.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an Individuals name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. July 7,20 10 Business Interruption Insurance and insurance Return Premiums on Cancellation of Alaska Coverageinvoice No. 586( 023353-0043 Page No. 2
ACCOUNTS RECEIVABLE 0 - 30 DAYS $955.00 31- 60 DAYS $0.00 61 -90 DAYS $110.00 91 - 180 DAYS $9,209.00 OVER 180 $0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in the Statement An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individuals name denotes paralegal, law clerk or document clerk
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
)
Chapter Ii Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 4 1h day of August 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 Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to the Debtors for the Period June 1-30, 2010
Kathleen Forte Finlayson Sworn to me this; bed before iust 2010 DEBRA L. YOUNG NOTARY PUBLIC STATE OF DELAWARE My cofnmssion expes My 18, 2011
Notary Public Commission Exp
/fizoii
The Debtors in thee 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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02 - Overnight Delivery 01 - Interoffice Pouch
Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 13 1 3 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources Ill We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachuiski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin ltkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067 (Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-00I\D005_DE: 147432.1
Exhibit 5
0.0 aOO/OOIOO

In re Chapter II
PACIFIC ENERGY RESOURCES LTD., et al., Case No. 09-10785(KJC) (Jointly Administered) Debtors.
Objections Deadline: October 4, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed SEVENTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY ! 2010 THROUGH JULY 31, 2010 Name of Applicant: Authorized to Provide Professional Services to:
Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount olConipensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: _._ monthly
Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 July 1, 2010 through July 31, 2010 2
V
$6, 527.50 $10.00 - interim final application.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Lid. (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 lii W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2
This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2)23/023353-0031 I 15)42 0) a0)/I4I0
The total time expended for fee application preparation is approximately S hours and the corresponding compensation requested is approximately $2,000.00. PRIOR APPLICATIONS FILED Date Filed 6/17/09 6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10 4/1/10 4/26110 5/26/10 7/8/10 8/4/10 Requested Fees $102,732.50 $124,537.50 $120,999.50 $148, 667.50 $327,090.00 $144,951.00 $90,318.50 Requested Exnenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 Approved Fees $102,732.50 $124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40
-
Approved
Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1,2009 to May 31, 2009 June 1,2009 to June 30, 2009 July 1,2009 to July 3l,2009 Aug. 1, 2009 to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct. 1, 200910 Oct. 31, 2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. 1,2009 to Dec. 31, 2009 Jan. 1, 2010 to Jan. 31, 2010 Feb. 1,2010to Feb. 28, 2010 March 1, 2010 to March 31, 2010 April I, 2010 to April 30, 2010 May 1, 2010 to May 31, 2010 June 1, 2010 to June 30, 2010
_Exaens.&.....
$1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) $0 $36.51
$67,767.50 $772.08 ___________ $92,511.00 $67.25 $201,727.00 $40,245.50 $39,018.00 $18,383.00 $10,060.00 $3,110.00 $1,780.00 $1,481.92 $631.09 $67.32 $99.55 ($0.10) (0) $36.51
$8,048.00 $2,488.00 $1,424.00
included herein.
1:
BIO2.fl-flO3 I942QI 109/1 4!11)
-2-
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Hourly, Billing Position, Prior Relevant Rate Name of Experience, Year of Professional Obtaining License to (including A re _ithiaL._ J rrti e. sJianL Partner since 1998; Penelope Parmes $650.00 Member of CA State Bar since 1982; Chair of Rutans Financial Practice Group; Member of Rutans Denartment Partner since 1998; $550.00 Gregg Amber Member of CA Bar since 1981; Member of Coroorate Law Grouo Matthew Grimshaw Associate since 2002; $400.00 Member of CA Bar since 2000; Member of Financial Practice Group Garrett Sleichter Associate since 2004, $375.00 Member of CA State Bar since 2004; Member of Corporate Law Group $6,527.50 Grand Total: 14 Total Hours: Blended Rate: $395.56
Total Hours
J1illsL
1.6
Total Compen s ation $1,040.00
4.3
$2,365.00
3.4
$1,360.00
4.7
$ 1.76250
2123/023353-0031 111S94201 a09/14I10
-3-
COMPENSATION BY CATEGORY Project Cateiories

Genera) Case Administration Fee Application Corporate Governance General Cprnorate issues
Total Hours
8.1 3.4 2,0 0.5
Total Fees
$3392.50 $1360.00 $1.100.0L $275.00
Total
14.0
$6.527.50
EXPENSE SUMMARY
10.4 [Mtn
i ,r
"A
JJi.
-
Dated: September 14, 2010
R1T
Eric J. Froe (State Bar No. 193517) 611 Anton bu1evard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: 714-546-9035 Facsimile: efromme@rutan.com Email : Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
Rutan may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.
I23fO2335.003! I 159I2III O)I4/IO
-4-

In re Chapter II Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al. . Debtors.
Objections Deadline: October 4, 2010, at 400 p.m.

baring Date: Only If Objections Are Timely Filed
SEVENTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO TIlE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY 1, 2010 THROUGH JULY 31 .2010
Pursuant to sections 330 and 331 of Title II 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 II U.S.C. 105(A) and 331 Establishing Procedures for Inteiiiii Compensation and Expense Reimbursement of Professionals and Committee Members," entered On or about April 8, 2009 (the "Administrative Order"), Rulan & Tucker I..LP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Seventeenth Monthly Applicution for Compensation and for Reimbursement
The Debtors in these eases, along with the last four digits of each of the Debtors federal lax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acclllisition 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.
II 1.)i5 1) 1 aJ)!4flO
of Expenses for the Period from July I, 2010 through July 31, 2010 (the "Application") By this Application Rutan seeks a monthly interim allowance of compensation in the amount ol$6,537,50, consisting of $6.527.50 in Ices, $10.0() in costs and payment of $5,232.00 (80% tif the allowed fees), $10.00 ((00% of costs) for the period July I, 2010 through July 31. 2010 (the "Interim Period). In support of this Application, Rutan respectfully represents as follows:
Background
1. On March 9, 2009 (the Petition l)atc), the Debtors tiled voluntary
petitions Lr relief under chapter II of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and I 10 of the Bankruptcy Code. A Committee nt Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter II cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about April 8 7 2009. the Court entered the Administrative Order,
authorizine certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement
for expenses, pursualit to the. procedures
specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly lee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31,
);o. ,.(j?3 a 1I ii ,ij9;I-I.R
2009. at three-month intervals, each Professional shall tile and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until flint1 allowance by the Court. 4. The retention of Rutan. as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328. and 330 of the Bankruptcy Code Authorizing Debtors to Retain. Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1. 2009 (the "Retention Order"). The Retention Order authorized Rulan to he compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which Rutan requests compensation were performed for or
source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no areernent or understanding between Rutan and any other person other than the partners otRuuui ku the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment. of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors behalf. Ratan received payments from the Debtors during the year prior
IIO6i).O a09.I-I;Iu
to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Date. The balance of the prepetition retainer was credited to the Debtors and is being utilized as Rutans retainer against post-petition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans seventeenth monthly fee application. In its first monthly
fee applicalion (lr the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1389.62 in expenses. In December 2009. the Court approved Rutans fees when it approved Rutans first quarterly tee application. In its
second monthly Lee application (for the period of April 1.
7 009. to April 30, 2009), Rutan
soughL approval of $124.537.50 in fees and $10,542.35 in expenses. In F)ecernhcr 2009, the Coitit approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1. 2009, to May 31, 2009), Rut-an sought approval of $120.999.50 in fees and S372.81 in expenses. In December 2009, the Court approved Rurans fees when it approved Rutaits first quarterly fee application, tinder its lutih fee application (for June 1, 2009. to June 30, 2009). Rutan sought approval of S[48,667.50 in fees and $196.50 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly lee application, tinder its fifth fee application (for the period July I, 2009. to July 3 I. 2009), Rutan sought approval of $327.090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly fee application. Under its sixth fee application (for August I. 2009. to August 31, 2009) Rutan sought approval
IL 159f4-0 1 (-l.1:k
-4-
of $144,951.00 in lees and $363.61 in expenses. In March 2010, the Court approved Rtitans fees when it approved Rutans second quarierly fee application. lJiidcr its seventh fee application (for the period September I, 2009
LU
September 1, 2009, to
September 30, 2009). Rutan sought approval of $90,318.5() in fees and
$112.33 in
in
expenses. Under the Administrative Order, Rulan received approval of $72,254.80
fees and $112.33 in expenses. Under its eighth lee application (For the period October 1, 2009 to October 31, 2009). Rutan sought approval of $67,767.5() in lees and $772.08 in expenses. Under the Administrative Order, Ruuin received $54.214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November I, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December I, 2009 to December 31. 2009). Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rotan received $161,381.60 in fees and $1 ,481 92 in expenses. Under its eleventh fee application (for ihe period January 1, 2010 to January 31, 20)0), Rutan sought approval of $40,245.5() in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32.196.4() in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1,2010 to February 28. 20)0), Rutan sought approval of$39,018.00 in fees and $67.32 in expenses. Under the Administrative Order. Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March I. 2010 to March 31, 2010). Rulari sought approval of $18,383M0 in fees and $99.52 in expenses. Under the Administrative Order, Rutun received $14.706.4() in fees and $99.55 in expenses. Under
(IOI .309.It?IO
-. -
its fourteenth lee application (lbi the period April I, 2010 to April 30 2010), Rutan sought approval of $10,060.00 in fees and ($.)0) in expenses. under the Administrative Order, Rutan received $8.048.00 in fees and W. 10) in expenses. Under its fifteenth lee application (May 1, 2010 to May 31, 2010). Rutan sought approval al $3,110.00 in fees. Rutan received $2,488.00 in fees and $(0,00) in expenses.Limier its sixteenth fee application June 1. 20)0 to June 30, 2010). Rutan sought approval of $1,780.00 in fees and $36.51 in expenses. On August 31, 2010, a certification Rutans sixteenth fee application was filed. 9. Ruraris billing statements lr July, 2010 are attached hereto as Rxhihit A.
of no objection regarding
These statements contain daily time logs describing the time spent by each attorney and paraprolcssional during the Interim Period. To the best of Rutans knowledge, this Application complies with sections 330 and 33 1 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handittcn by the attorney or paralegal performing the described services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the attorney or paralegal perlormning the described services. The timc reports are then organized on a daily basis. Rutan k sensitive to issues of - lumping" and, unless time was spent in one time frame on a variety of different matters lbr a particular client. separale time entries are set forth in the time reports. Rutans charges for its prolessional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case tinder the Bankruptcy Code.
ff1 itll1I.l
-6-
Actual and Necesarv Expenses 10. A summary of actual and necessary expenses incurred by Rutan for the
Interim Period is attached hereto as part 01 Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to cases,
such as this one. arising in Delaware. Rutans photocopying machines automatically record the IlUnlber of copies made when the person that is doing the Copying enters the clients account number into a device attached to the photocopier. Rutan summarizes each clients photocopying charges on a daily basis. 12, Rutan charges $100 for the first page and $0.50 for each additional page
of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on fluxes. The charge for outgoing hcsimile transmissions reflects RuUins calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of [ixe.s in this case. 13. With respect to providers of online legal research services L1XlS
and WESTLAW). Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority
01
law firms charge clients for such services. In addition. Ruran believes that such charges are in accordance with the i\nlerienn Bar Associations ("ABA") guidelines, as set forth
1ii 4 )(J
14i
7-
in the ABAs
. I
4atement of Principles, dated January 12, 995, regarding billing for
d ishursenients and other charges.

Summary of Services Rendered
IS.
The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided services to these attorneys during the Interim Period. are set lrth in the attached Exhibit A. 16. Ru Ian. by and thrnugh such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases. and performed all necessary professional services which are described and narrated in detail below. Rulans efforts have been extensive due to the size and complexity of the i)chtors bankrupicy cases.
Summary of Services by Project
17.
The services rendered by Ru tan during the Interim Period can he grouped
into the categories set forth below. Rulun attempted to place the services provided in the category that best relates to such services, 1-lowever, because certain services may relate to (me Or more Categories, services pertaining to one category may in fact he 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 the attached Exhibit A. which 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.
A.
General Case Administration I .

During the Interim Period, the Firm, among other things. (1) reviewed and (3) communicated
analyzed documents; (2) reviewed and analyzed potential claims and with and adviscd the estates professionals. Fees: 3.792.50; Hours: R. I
B.
19.
Fee Application
During the Interim Period, the Firni, among other things, (I) corresponded
with other professionals regarding Rutans fee applications. Fees: 1360.00: Hours: 3.4 C. 20.
During the Interim Period, the Firm, among other things: (1) assisted the
Debtors in the preparation of the Debtors board minutes; (2) reviewed and analyzed documents: (3) updated and helped maintain the Debtors corporate hooks and records, and (4) communicated with and advised the Debtors. Fees: $I .. 100.00 Flours: 2.0
D.
21,

During the Interim Period, the Firm, among other things: (1) reviewed and
analyzed credit agreements at the request of the Debtors; (2) communicated with and advised the Debtors; and (3) drafted resolutions for the Debtors. Fees: $275.00, Hours: .0.5
Valuation of Services
21. Attorneys and paraprotessioiials of Rutan expended 14.0 hours in
connection with their representation of the Debtors during the Interim Period, as follows:
II
RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Exnertise ... Partner since 1998; Member of CA State Bar since 1982. Chair of Rutans Financial Practice Group; Member of Rutans Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group
.LHiY1tllaL.. Penelope P arrnes
Hourly, Billing Rate (including (.lianes.). $650.00
Total .i11ef1. .Coivnntfli $1,040.00 1.6
Total Floors
Gregg Amber
$550.00
4.3 1
$2.365.00
Matthew Grim Garrett Sleichtcr
$400.00 Associate since 2002; Member of CA Bar since 2000: Member of Financial Practice Group Associate since 2004; Member $375.00 of CA State Bar since 2004; Member of Corporate Law (Iroun S6,527.50 Grand Total: Total Hours: 14 Blended Rate: 5395.56
3.4 4.7 1
$1,360.00 S1,762.50
1
22.
The nature of the work perlrme4 by these persons is fully set forth in
Exhibit A. The rates charged by Rutans professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $6,527.50. 23. tnder 330 of the Bankruptcy Code, Rutan respectfully submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of these cases. (h) 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 the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the
21 2i(I.i5.1) I III Sfl).iI 1:)l4 I
Administrative Order and believes thai this Application complies with requirements of that Rule and Order. WHEREFORE. Rutan rcspeetlliily requests that ., for the period from July 1. 2010, to July 31, 2010. it be awarded
01]
an interim basis $6,537.50. consisting of Ies in the
anountof6327.50 ,costs in the amount of$ 10.00 and that it be authorized to receive a payment from the Debtor of S5,232.00. consisting o180% of the allowed fees and 100% of the allowed costs. Rutan also requests such other and luriher relief as the Court deems just and proper.
Dated: September 14, 2010
RUTAN & TUCKER LLP
le. Bar No. 193517) Erie J. Fromme 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 Email: efronimemtan.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
( ,
..
IIIMO.)I
))J,4f0
-Il -
VERIFICATION State of California County of orange Eric J. Fronime, after being duly sworn according to law, deposes and says: a) I am an attorney with the. law firm of Rutan & Tucker, LLP ("RuIan). and
have bccn admitted to practice law belbre all of the court of the State of California. h) 1 ant familiar with the work performed on behalf of thc Debtors by the
lawyers and paraprofessionals of Rulan.

C)
I have reviewed the foregoing Seventeenth Monthly Application for
Compensation and for Reimbursement of Expenses ofRutan & Tucker. LLP Special Counsel to the Debtors and Debtors in Possession for the Period from July 1, 2010, through July 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Baiikr. LR 2016-2 and the Administrative Order
Dated: Sptemher 14, 20 10 Eric J. Fromme
I23O33S3-Uj3I J977 n;l-l.I

STA1F OF (ALIFORNIA) COUNTY OF ORANGE)
ihcnigh staiiuie dr,cC not require the Notary to nil In Ilic riaE;I how. doirit so itia prove tnvaluahlc to persons reis-ing on (lie
docuiiieni
On ih s
ay of Septcmb r. 2010. hfore me, i 1)

here user! n mie and title of the oflicert
91 Notary Public 0
personally appeared Eric Fromnie and proved to me on the basis of , satisfactory evidence to be the person4 whose name(4) is/aie subscribed to the within instrument, and acknowledged to me that he/Iu1by executed the same in his/her/their authorized capaciIy(Js), and that by his/hertheir signalure(s4-on the instrument the person(s), or the entity( upon behalf of which the person( acted, executed the instrument. I certil\ under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. W ITN E:s iv hand and official seal.
TITLE(S)
PARTNER(S)
o o
LIMITED GENERAL
0 0 0
ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:
Sl&;Nvlt RI
Lc I
IF NC)TARY
NAME OF PERSON(S) OR [NTITY(iES(
OPTIONAL
SECTION
flits CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
ilittigh the d,ta reIlIeiIed reuilucliiucnt III uN turin
IiCrC
TITLE OR TYPE OF DOCUMENT: Seventeenth Monthly Application for Conipensal ion and Reimbursement of Expenses NUMBER OF PAGES: DATE OFDOCUMENT: OTIIER SIGNER(S) THAN NAMED ABOVE: -
is not required by law. it could prevent fraudulent
EXHIBIT A
4212 5-00 1 \DOCS - DE: 63 75. I
TAXPAYERS ACCOUNT 110 95-3911021
RUTAN & TUCKER, LIP

AIIORNCYS AT LAW A PARrNIRSHIp INCLUDING PI4OIESSIONAL CORPORATIONS 611 ANION BOULEVARD SUITE 1400 POS1 OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)841-5100
Pacific Energy Resources Ltd. Attn: Gcrry Tywoniuk, Sr. VP and CFO ill West Ocean Boulevard, Suitc 1240 Long Beach, CA 90802
Invoice No. 590726 Account No. 023353 - 0029 Billing Atty. James ONeal Date August27,2010
GcncraL Case Administration
$ $
3,792.50 3,792.50
Wire Instructions Union Bank of California

18300 Von Kannan Irvine. CA 92612 ABA ti: 122000496 Sft Code: BOFCTJS33MPK Account Number: 0630133009 Account Nuine: Rutari & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disb&ssernents ny have been paid or incurred on your behalf and are not reflected in this staterrierfl. An additional staterflnt covering such disbursements will be furnished to you. The abbreviation (PA), (I.C).oa (DC) following an individuars name denotes parsiegal, law cIrtr or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

611 ANION BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Enci-gy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240
Long Beach, CA 90802
Invoice No. 590726 Account No. 023353 0029 Billing Atty. James ONeal Date August 27, 2010
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
S $
3,792.50 3,792.50
Wire Instructions
Union Bank of California 19300 Von Kannan Irvine, CA 92612 ABA : 122000496 Swift Code: BOFCUS33MPK Accouni Nuniber: 0630133009 Account Name: Rutan & Tucker LIT Reference: lIease refer to the invoice number listed
above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this sIaIermenL An additional staTemenT covering such di isbursamenis will be furnished to you. The abbrevialion (PA). (LC),or (DC) following an individuaTs name denotes paralegal. Iawclek or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA CALIFORNIA 92628-1950 (714) 641-5100
Invoice No. 590726 Account No. 023353 - 0029 Billing Atty. James OrN eal Date August 27, 2010 Page 1
RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07114/10 Gregg Amber Telephone conference with D. Katie and conference with P. Parrncs re proposal to transfer PERL claims; prepare outline of proposal. Garctt Sleichter Review Purchase and Sale Agreement and Transition Services Agreement regarding Rise allegation of vacation liability obligation; telephone conference with G. Tywoniuk re same. Gregg Amber Correspondence with D. Katie and P. Parmes and revise outline of proposal to transfer PERL claims. Gregg Amber Conference with P. Parmes re possible transfer of PERL claims. Penelope Parmes Conference with 1. Kharasch regarding proposal to transfer PERL claims. Gaxett Sleichter Telephone conference with Mr. Albergotti regarding accrued vacation liability dispute; review Transition 0.60
07/14110
2.50
07/15/10
020
07/19/10
(}.20
07/19/10
0.80
07/19110
1.00
AddlffonI disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering Such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuars name denotes paralegal, law clerk or document Clerir.
RUTAN & TUCKER, LLP

AUQRYS AT LAW
August 27, 2010

Invoice No. 590726
Page No. 2
Services Agreement, wind-down budget and bankruptcy order re Mr. Albergottis proposals; draft email communication to G. Tywoniuk and M. Litvak re same. 07/21/10 Garett Slcichter Prepare for call with G. Tywoniuk and M. Litvak regarding accrued vacation liability dispute; participate in conference call with G. Tywoniuk and M. Litvak re same. Garett Sleiehter Finalize position regarding accrued vacation liability; draft email communication to Mr. Albergotti ye same. Penelope Parmes Conference with M. Litvak and I. Kharasch regarding possible sale of claims. Gregg Amber Prepare for and conference call with I. Kharasch, M. Litvak and P. Parmes re possible claims against Forest and others. 0.80
07/22/10
0.40
07130/10
0.80
07/30/10
0.80
8.10 $3,792.50
$3,792.50 2,782.68 $6,575.18
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an Individuars name dnos paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Case Administration 0233530029
August 27, 2010 Invoice No. 590726 Page No.3
ACCOUNTS RECEIVABLE
o -34) DAYS
S3,792.50
31-60 DAYS $487.50
61 -90 DAYS $0.00
91 - 180 DAYS $1,761.18
OVER 180 $534.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA. fLC).or (DC) folIowir an 4ws name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNYSAT LAW
A PARTNERSHIP INCLUDING PROFESjQNAL CORPOIrONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641-100
Pacific Energy Resources Ltd. Attn: Qorry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Bcach, CA 90802
Invoice No. 590727 Account No. 023353 - 003 Billing Arty. James ONeal Date August 27, 2010
Pee Application
$ $
1,360.00 1,360.00
Wire Instructions
Union Bank of California 8300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LI.? Reference: Please refer to the invoice number listed above.
Additonal disbursements may have been paid or lncxmd on your behalf and are not reflected in (his statement. An additional slalemeni covering Such disbursements will be furnished ID you. The abbreviation (PA), (LC),or IDC) following an individuals name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 55-3519027
A
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW PARTNERSHIP INCWOING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 926281950 (714)641.5100
Invoice No. 590727 Account No. 023353 - 0031 Billing Atty. James ONeal Date August 27, 2010
Fee Application
REMITTANCE COPY
PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees
1,360.00 1,360.00
Wire Instructions
Union Bank of California 18300 Von Karman V Irvine, CA 92612 ABA f/: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or Incurred on your behalf and we not reflected in this slatement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (OC) following an individuals name denotes paralegal, law clerk or dOcun -,eril clerk.
TAXPAYERS ACCOUNT 140 95-3519021
RUTAN & TUCKER, LIP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL COfWORA11O N$ 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1050 COSTA MESA, CALIFORNIA 92628-1950 (71 4 )641-5100
Pacific Energy Rcsourccs Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. 590727 Account No. 023353 - 0031 Billing Any. James ONeaI Datc August 27, 2010 Page 1
RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/06/10 Matthew Grimshaw Draft and revise May fee application. Matthew Grirnshaw Draft, revise, and finalize fee application and supporting papers. Matthew Grimshaw Email from S. McFarland re filing of Rutans fee application. Matthew Grimshaw Review fee auditor objection. 2.00
07/07/10
1.00
07/08/10
0.10
07/30/10
0.30
3.40 $1,360.00
$1,360.00 5,358.60 (1,504.00) 3,854.60 $5,214.60
Additional disbursements may have been paid or rncurred on your behalf and are not reflected in this slalenierri. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA) (LC).or (DC) following an ir4ivduaIs name denotes paralegal, law clerk or document cei1.
RUTAN & TUCKER, LLP

ATTORNEYS AI LAW
Pacific Energy Resources Lid. 1:cc Application 023353-0031
August 27, 2010 Invoice No. 590727 Page No. 2
ACCOUNTS RECEIVABLE O-3ODAYS

$1,360.00
31-6ODAYS
$150.00
61-9ODAYS
$376.00
91-.I8ODAYS
$1,762.00
OVER 180
$1,566.60
Addillonal disbursements may have been paid or incurred on your behalf and are not rellecled in this sIaIenenL An adtIQnaT statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) Wowing an lndivjduFs name denotes paralegal, law dark or document clerk.
RUTAN & TUCKER, LIP

ATTORNEYS AT LAW
A. PARTNERSHIP INCLUDe4O PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
jeso
INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice
1,100.00 10.00 1,110.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvinc, CA 92612 AL3A #: 122000496 Swill Code: BOFCUS33MPK AccouniNumber: 0630133009 Accouni Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional dlebuseernenls may have been paid or incurred on you behalf and are not reflected in this sialerpeni. An additional statement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (0Q following an individuals Paine denotes parateaI. law Oerk or document Clerk.
RUTAN & TUCKER, LLP

ATFORN7YSAT LAW
A PARTPW}9SHIP INCI,IJI)ING PROFESSIONAL cORPORAT!ONS
811 AIJTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 649-5100
REMITTANCE COPY
** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ** CURRENT INVOICE SUMMARY Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice 1,100.00 10.00 1,110.00
$
S
Wire Instructions
Union Bank of Califoruirc 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK .Account Number: 0630133009 Aceouni Name: Rutan & Tucker LLP Reference: Please refer to the invoice number Jired above.
Additional disbursemenIs may have been paid or Incurred on your behalf and are not reflected in thi5 statemenl. An addllionai 5Ialernefll covering such dI*ursecnents wIll be furnished Ic> you The abbreviation (PA). (LC).oi(DC) following an Individuals name denotes paraloga). law claric or document Clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1959 COSTA MESA. CALIFORNIA 92626-1950 (714)641-5100
Invoice No. 590728 Account No. 023353 - 0032 Billing Atty. James ONeal Date August 27, 2010 Page 1
RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/16/10 Gregg Amber Review board materials and attend and take minutes at Board call. Gregg Amber Work on board meeting minutes. 1.50
07/19/10
0.50
2.00 $1,100.00
DISBURSEMENTS AND COSTS ADVANCED Duplication Total Disbursements 10.00 $10.00
$1,110.00 1,955.51 (348.00) 1,607.51 $2,717.51
Additional disbursements may have been pad or incurred on your behalf and are not reflected in this statement. An additional Statement covering such disburserne,4s wI be furnished to you. The abbreviation (PA). (LC).or (DC) rollowing an individuals name denotes paralegal. law Clelir of documenl clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
August 27, 2010

Invoice No. 590728
Page No. 2

$1,110.00
31- 60 DAYS
$224.01
61 - 90 DAYS
$87.00
91 - 180 DAYS
$343.20
OVER 180
$953.30
Additional disbursements may have been paid or incurred on your behalf and are not reflected in lhis. stalerneoL An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals noise denotes paralegel, law clerk or document clerk.
TAXPAYERS ACCOUNT NO T5.119*27
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.1950 (114)641.6100
Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James ONeal Date August27,2010
275.00 275.00
Wire Instructions
Union Bank of California 18300 Von Karnian IMne, CA 92612 ABA U: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stement. An additional statement covering Such disbLesemenls will be furnished to you. The abbreviation (PA). (LC).or (DC) following an indiriduats name denotes paratega!, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNCRSHIP INCLUDING PROFESSIONAL CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1 240 Long Beach, CA 90802
REMITTANCE COPY *** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE +** CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
275.00 275.00
Wire instructions
Additional disbursernenta may have been paid or incurred on your beraif and we not rellecled in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbeviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk 01 dOcLcmenl clerk.
RUTAN & TUCKER, LIP

ATTORNEYS AT LAW A IARTWRSHIP INCLUDING rROf-SSI0NAI. CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 195D COSTA MESA. CALIFORNIA 92626-1950 (714)641-5100
Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James ONeal Date August 27, 2010 Page I
RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/22/10 Gregg Amber Review G. Sleichter analysis and response to Rise on transition SCFVICCS agreement; review Marathon guarantee and respond to G. Tywoniuk and J. Kuritz re same. 050
Total Hours Total Professional Sex-vices
0.50 $275.00
$275.00 4,082.00 (3,120.20) 961.80 $1,236.80
Additional disbursements may have been paid or incurred on your behalf and arc not refloclod In Ihis statement. An additional statement coveiing such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Corporate Issues 023353-0038
August 27. 2010 Invoice No. 590729 Page No. 2
ACCOUNTS RECEIVABLE
o - 30 DAYS
$275.00
31- 60 DAYS $0.00
61 - 90 DAYS $159.00
91 - 180 DAYS $423.30
OVER 180 $379.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An addiUortal statement covering such disbursements will be furnished to you The abteevietron (PA), (LC).qr (DC) following an individuals name denotes paralegal, law clerk or document dark.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
)
Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)
) ) )
Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 15 th day of September 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 Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to the Debtors for the Period July 1-31, 2010
OM
Sworn to me this
before nber 2010
DEBRA L. YOUNG NOTARY PUBLIC STATE OF DELAWARE

Lyc::
Ntary Public Commission Exp.:
JJ 1, 2.311
The Debtors in theAq 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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02 - Overnight Delivery 01 -. Interoffice Pouch
Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1 500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources Ill We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachulski Slang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., II Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 1980
First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067
(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-00 I\DOCS_DE: 147432.1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Rutan & Tucker, LLP

Seventh Interim Fee Application.

2123/023353-0031 1 15423401 a02/19/1 I

PRIOR APPLICATIONS FILED Period Covered Requested Fees Requested Expenses

3/9/093/31/09 4/1/09 4/31/09 5/1/09 5/31/09

2123/023353-0031 1154234.01 a02/19!Il

Date Filed 7/8/10

Requested Fees $3,110.00

Requested Expenses $0.00

Approved Fees $2,488.00

Approved Expenses $0.00

Name of Professional Individual Penelope Parmes

Hourly Billing Rate $625.00

Total Compensation $8,687.50

2123/023353.00319/11 115423401 a02/1

Name of Professional Individual Gregg Amber

Hourly Billing Rate $550.00

Total Hours Billed 645.8

Total Compensation $354,720.00

21 23/023353.0031 115423401 a02/19/1I

Name of Professional Individual Mark Frazier

Hourly Billing Rate $450.00

Total Hours Billed 1.7

Total Compensation $765.00

2123/023353-0031 1154234.01 a02119/11

Name of Professional Individual Matthew W. Grimshaw

Hourly Billing Rate $380.00

Total Hours Billed 96.2

Total Compensation $36,556.00

223/023353-0031 115423401 a02/19/1I

Name of Professional Individual Rushika Kumararatne

Hourly Billing Rate $325.00

Total Hours Billed 311.9

Total Compensation $101,205.00

2123/023353-0031 115423401 a02119111

Name of Professional Individual Libby Wilrich

Hourly Billing Rate $240.00

Total Hours Billed 9.6

Total Compensation $2,304.00

2123/023353-0031 1154234.01 a02119/I 1

21231023353-0031 1154234.01 a02/19/1 I

Dated: February 18, 2011

RUTAN & TUCKER, LLP

2123/023353-0031 1154234.01 a02/l91I1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

2123/023353.00319/11 1154200.01 a02/1

2123/023353-003 115420001 a02/19/1

2123/023353-0031 115420001 a02/1 9/11

2123/023353-0031 115420001 a02/19/1 1

21231023353-0031 115420001 a02/19111

223/023353-0031 154234.01 a02/19/l I

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER

INDIVIDUAL CORPORATE OFFICER(S)

PARTNER(S) LIMITED 0 GENERAL 0 ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:

!179U$2 Cofflocnio orarve comfy

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

2123/023353-0031 I156625 01 a02/18/I1

Boulevard, Suite 1240, Long Beach, CA 90802.

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