IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

)
)

Debtors. )

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

Objection Deadline: June 29, 2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC, AS ENGINEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MARCH 31. 2009
Name of Applicant:
Milstream Energy, LLC

Authorized to Provide Professional

Services to:

Debtors and Debtors in Possession

Date of Retention:

Nunc Pro Tunc to March 9, 2009 by order entered on or about May 15,2009
March 9, 2009 through March 31, 20092
$33,450.00
$

Period for which Compensation and

Reimbursement is Sought:

Amount of Compensation Sought as Actual,

Reasonable and Necessar:

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

This is a:
i monthly

91.70
_ final application.

interim

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

the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

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

2 The applicant reserves the right to include any time expended in the time period indicated above in futue
application(s) if

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

it is not included herein.

68773-002\DOCS_DE: 148984. 1

PRIOR APPLICATIONS FILED

:~~t~ .'
..o,~FIrd'~'

,PenodCoverea. Requested
,', '\Fees'

,:Reque,sted

Exenses

ApProved, Fees

No prior fee applications have been filed.

MILLSTREAM PROFESSIONAL

'Name:fPrfessional
iidIvidual'

: . Position'of the Applicant,

NuiiJ;.r.of Years iD.tht,

, . '0 ,';Experience;')cf of Obtaining, '

-,.- ".. ,...... Position, PriPrRelevant

, .Ex~H:.

, Hourly."

, BiliigH
Rate
(in" ,eluding ...., . ... ..

,. . Total ;
" Cltpens~ti()ll)

. ,. -."........ ... -",

Lir.ense',t()Practi~~;Area. of'

,;.maigS)

Professional Engineer; Active TX

License #91254; Industr

Experience 22 Years

COMPENSATION BY CATEGORY

, TotalHours,
111.50

T otal.Fees '

$33,450.00

EXPENSE SUMMARY
"TotlExpe.nses "

Mileage Parking

$ 70.70
$ 21.00

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

68773-002\DOCS _DE: 1 48984. 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

)
) ) ) )

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

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

Objection Deadline: June 29, 2009 at 4:30 p.m.

Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC, AS ENGINEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MARCH 31. 2009
Pursuant to sections 330 and 331 of Title 11 of

the United States Code (the

"Bankruptcy Code"), Rule 2016 of

the Federal Rules of

Bankptcy Procedure (collectively, the

"Banptcy Rules"), and the Cour's "Administrative Order Under 11 U.S.C. 105(A) and
331 Establishing Procedures for Interim Compensation and Expense Reimbursement of
Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative

Order"), Milstream Energy, LLC ("Milstream"), engineering consultant to the Debtors and
Debtors in Possession ("Debtors"), hereby submits its First Monthly Application for
Compensation and for Reimbursement of

Expenses for the Period from March 9, 2009 through

March 31, 2009 (the "Application").

i The Debtors in these cases, along with the last four digits of each ofthe Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

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

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _DE: 1 48984. 1

By this Application Milstream seeks a monthly interim allowance of

compensation in the amount of

$33,450.00 and actual and necessar expenses in the amount of

$33,541.70 and payment of $26,760.00 (80% of

$91.70 for a total allowance of

the allowed fees)

and reimbursement of

..

$91.70 (100% of

the allowed expenses) for a total payment of$26,851.70

this

for the period March 9, 2009 through March 31,2009 (the "Interim Period"). In support of

Application, Milstream respectflly represents as follows:

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

petitions for relief under chapter i i of the Banuptcy 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 Cour has jurisdiction over this matter pursuant to 28 V.S.C. 157
and 1334. This is a core proceeding pursuant to 28 V.S.C. 157(b)(2).
3. On or about April

8, 2009, the Cour entered the Administrative Order,

authorizing crtain 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 monthy
fee applications. Uno objections are made within twenty (20) days after service of

the monthly
the

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

requested fees and one hundred percent (100%) of

the requested expenses. Beginng with the

68773-002\DOCS _DE: 148984.1

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 Cour.
4. The retention of Milstream, as engineering consultant to the Debtors, was

approved effective as of

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

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

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

MILLSTREAM'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which Milstream requests compensation were performed

for or on behalf of the Debtors.

6. Milstream has received no payment and no promises for payment from

any source other than the Debtors for services rendered or to be rendered in any capacity

whatsoever in connection with the matters covered by this Application. There is no agreement or
understanding between Milstream and any other person for the sharing of compensation to be

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

preparation of engineering reserve reports and preparation for asset sale efforts. Milstream was

68773-002\DOCS_DE: 148984. 1

owed $20,550.00 as of

the Petition Date for engineering consulting services but the claim for

such amount was waived.

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

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

Milstream's knowledge, this Application complies with sections

330 and 331 of

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

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

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

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

Summary of Services Rendered

9. The pr~fessional services rendered by Milstream are from its sole

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

Period in connection with preparng the anual reserve reports for the Debtor's year-end 2008
filing of

reserves and cash-flows to regulatory bodies in the U.S. and Canada. These reports,

along with the related engineering and financial data, were used in the preparation of detailed

marketing material and valuations for the debtor's asset disposition process. Detailed daily
reports describing all services are shown in Exhibit A.

68773-002\DOCS _DE: 148984.1

Valuation of Services
10. Milsteam expended a total

111.50 hours in connection with their

representation of

the Debtors durng the Interim Period, as follows:

. Naine.~.Professional , ',IndiVidl

i'ositionofthe Applicant, ,
Numbero'ears in that

Hourly.
Diliiig

Total
Hours Biled

Postion/PriorRelevant
Experience,ear of Obtaining LicenSe to Area of Practice,

Rate,
(IIcltding'

Changes)
$300.00
111.50

Ex ei1se.
Professional Engineer; Active TX
Licensc #91254; Industry

$33,450.00

experience 22 years

11. The natue of work performed by Milstream is fully set forth in Exhibit A
attached hereto. The fees are for Milstream's normal hourly rates for work of

this character.

The reasonable value of the services rendered by Milstream for the Debtors during the Interim
Period is $33,450.00.
12. In accordance with the factors enumerated in section 330 of

the

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

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

of the services rendered, (d) the value of such services, and ( e) the costs of comparable services.

Moreover, Milstream has reviewed the reqnirements of DeL. Bank. LR 2016-2 and the
Administrative Order and believes that this Application complies with such Rule and Order.

WHEREFORE, Milstream respectfully requests that, for the period March 9,

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

the amount of$33,450.00 and actual and necessar expenses in the amount of$91.70 for a total
allowance of$33,541.70, and payment of $26,760.00 (80% of

the allowed fees) and

68773-002\DOCS _DE: 148984.1

reimbursement of$91.70 (100% of

the allowed expenses) be authorized for a total payment of

$26,851.70 and for such other and fuher relief

as this Cour may deemjust and proper.

Dated: June , 2009

By ~.~
MILLSTREAM ENERGY, LLC
Mark A. Clemans, Sole Owner

Engineering Consultants for Debtors and Debtors in Possession

68773-002\DOCS_DE: 148984. I

VERIFICATION

STATE OF DELA WAR

COUNTY OF NEW CASTLE

Mark A. Clemans, after being duly sworn according to law, deposes and says:
a) I am the sole owner and manager of

the applicant Milstream Energy, LLC

("Milstream").
b) I am thoroughly familar with the work performed on behalf of the

Debtors by Milstream.
c) I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of my knowledge, information and belief. Moreover, I have
reviewed DeL. Ban. LR 2016-2 and the Administrative Order entered on or about April

8,

2009, and submit that the Application substantially complies with such Rule and Order.

~.~
Mark A. Clemans SWORN AND SUBSCRIBED
before me thi~~ day of -1~'(

, 2009.
JEFERY F. CARSON
Notary puiiiiC, Slale 01 Texa

My COlll'isiDn exIre

lic

JUI. Y 25, 2012

ission Expires: November 4, 2009

68773-Q02\DOCS_DE: 148984. i

Milstream Energy, LLC

4918 Menlo Park Drive

INVOICE
PACIFIC ENERGY RESOURCES
INVOICE: 5 DATE: JUNE 3, 2009

Sugar Land, TX 77479 Phone (281) 910-0245

EIN: 26-4064753
FOR: ENGINEERING CONSULTING FEES

TO: PACIFIC ENERGY RESOURCES

Attention: Darren Katic

Period: March 9 -May 31, 2009

(Post-petition period re US Chapter 11 filing)

111 West Ocean Blvd, Suite 12140

Long Beach, CA 90802 (562) 628-1526

DESCRIPTION

HOURS

RATE

AMOUNT

Compensation Consulting Fees (post-petition hours only)

111.50

$300.00

$33,450.00
$91.70

Necessary Expenses (post-petition expenses only)

Total Allowance

$33,541.70

(see attached time-sheets, summaries, & receipts)

Payable Consulting Fees ~ 80%

$26,760.00

Payable Expenses ~ 100%

Total Payable

$91.70

$26,851.70

Wiring Instructions:
First Receiving Bank: Southwest Corporate FCU 7920 Beltline Rd

TOTAL

US$26,851.70

Dallas, TX 75240 ABA#: 311990511

Credit To: Coastland FCU 2644 North Causeway Blvd.

Metairie, LA 70002 ABA# 265075304

Further Credit To:

Milstream Energy. LLC

Account #: 170835

l~A_~
Signed: s/: Mark A. Clemans

Milstream Energy, LLC

Time Sheet

Pafic Energ Resources

For the Period March 9 to March 31, 2009

Hourly Biling Rate:

,Work"
,;FeeS'"

300.00

;Pate
Hou-HO Hou-HO
Discussion with D&M on Probable/Possible reserve categorization & treatlent

flours'

i:atlon'

pescrlPtln

9-Mar-09 9-Mar-09
Prepare reserve summary tables from D&M and NSAI reports

0.8 4,2

240.00 1,260,00

1.0
Phone call and follow-up em ail

Phone call and discussion on D&M reserve categorization and rport formats '
discussions with NSAI on Beta reserve report format and database format

1.5

10-Mar-09 10-Mar-09 10-Mar-09

1.0

300.00 450.00 300.00

Hou-HO Hou-HO Hou-HO

Continue reserve report summary tables and metric analyses

Prepare reserve summary sheets for 3 price cases and distribute to Company and ZolFo Follow-up discussion with PEC on reserve summaries and evaluation process of consultants

11-Mar-09 11-Mar-09 11-Mar-09

Start Lazard IM/AK presentation review oftechnical material within
Hou-HO
Meeting with Lazard on AK 1M material accuracy and preparation for data room and questions

2.5 1.0 1.5

750.00 300.00 450.00

Hou,HO Hou-HO Hou-HO

12-Mar-09
Hou-Dntwn Hou-Dntwn
Update AK well information status for Lazard 1M
Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO
Hou-HO Hou-HO Hou-HO Hou-HO Hou-HO

3.8 2.5 1.3

1,140.00 750,00 390.00

Meeting and discussion with Albrecht on Beta valuation and confirm results

13-Mar-09

.2.8 1.3 1.0

825.00 375,00 300.00

75,00 375,00

Calls w/ AK office on 1M, review 1M calls w/ Tim Torres Phone call and discussion with PEC AK Operations management on well/production status and project AFE costs Phone call and discussion with Silverpoint engineer on AK sales process & 1M
Call with D&M and reserve report items Call with PEC Management and advise on technical materials for Chinese presentations

15-Mar-09

0,3 1,3

16-Mar-09

2.8

1.2 1.0

840,00 360.00 300.00

300.00 720,00 870.00 480,00

Review preliminary D&M report format and edit Conference call wI ZolFo on AK Operating strategies and model representation of such Call with PEC Accounting on N-51-101 Disclosure preparation
Work with D&M on AK reserve report materials (graphs/plots, one-liner summaries) Outline and discuss with D&M 100% Wi sensitivity reserve case for AK non-operated properties as requested by PEC Management
Finalize comments on AK 1M and review with Lazard over the phone

17-Mar-09

1.0 2.4

18-Mar-09

2.9 1.6

Prepare biography and related materIals for Chapter 11 process, presented such to PSZJ
Phone cali and discussion with D&M Management of reserve database errors and time

19-Mar-D9

2.0

600,00

line to fix

20-Mar-09

1.8

Review revised D&M reserve runs for AK on the Cnd Forecasted price case

0,8

525,00 225,00 450.00

Conference call with PEC CFO & staff on reserve report disclosure forms

21-Mar,09

1,5

Review revised D&M reserve runs for AK on the SEC (Constant) price case
Detailed review of revised D&M Strip case preliminary reserve report

22-Mar-09

Additional review and comments on Lazard 1M and well status lists, correspondence with AK Management
Start AK Operated strategy outline and value summary for ZolFo

1.5 0.5 1.5

450.00 150.00 450.00

23-Mar-09
Hou-HO Hou-HO

2.0
Hou-HO

600,00

Continue work on AK operated strategy summary and analyses, follow-up call with Zolfo
Final reserve report reviews, check hard-copy summaries against Ph D Win database model output Conference call with PEC Management, Zolfo, & Lazardon sales/marketing process
N-51-101 Acctg Disclosure form preparation, calls on such with PEC CFO & staff, extract material from reserve reports for such

24-Mar-09

3,3

0,8

975.00 225.00
2,850,00
Hou-HO
Hou-HO Hou-HO
N-51-101 Acctg Disclosure form preparation

25-Mar-09

9,5

26-Mar-09

8.5

2,550.00
N-51-101 Acctg Disclosure form preparation" calls with PECAccounting staff

27-Mar-09

7.5

2,250,00
600,00
Hou-HO
N-51-101 Acctg Disclosure form preparation

28-Mar-09

2,0

29-Mar-09
Hou-HO
N 51-101 Acctg Disclosure form preparation

3.5

1,050.00
Hou-HO

Prepare final reserve summaries and notes for PEC Board Meeting

30-Mar-09 30-Mar-09
Hou-HO Hou-HO

9.5 3.0

2,850.00 900.00 3,600.00

N 51-101 Acctg DIsclosure form preparation, tables and reserve reconcilation, submittal date

Prepare for and participate in PEC Board Reserve Committee and then Board conference calls, presented reserve reports

31-Mar-09

12.0

..

,Expen~e Re~ord
Pr1~ifi c, E.i:!'_rm

Mar-09
I."

:;:Qate::+. .' '...Typ

, "
, Trip fD-Purpse' Technical RevlwMtgs with

. ..,' ."/' ~~~":..:;;'

AmoJnt
Reservoir

Description
EnglneeingConsultant & Asset Sales Firms
Office to Downtown & return ,Downtown parki ng Office to Downtown & return Downtown parking (near Albre.chts office)

lo-Mar-09 lO-Mar-09 12-Mar-09 12-Mar-09

Mar 09

, Mileage Parking
" M.ileage.,

$35.35 $9.00 $35.35

Par.ki ng.,.

$12.()
$91.70

Total

Lfi?. l. ~t:Jtf (\\s

....................... .
WALXER AT tlAIN GAnAGE

820 MAW 8T HOUSTON, TX 7;'002

~taridard Park i ng

713-.224-6025
"s

1111 San .lac into

Haiis ton. 'I X '7002

17:54:2'
Transacti on j: :'-35

~t1 5404

~
Tota I Fee $ g. 00

03/10/09 14:03 Ljt 3 Al 1 Txn# 24461

03/10/09 12: 17 In 03/10/09 14:03 Out 1st City $ 0.00

Card Type: UrSA

Ace: ~~~~~~~u~~~~3364 Eiit.r'y : SI.J i ped

VISA $ 9.00-'

XXXXXXXXXXXX3364

Clrk l.t 2250 ~2 I nvo j ce

Batch No: 71001
Tot.al: :1:2 .00
Reffirerice No. :
Auth . Code:
Respon .

Approval No. :009819

Reference No. :000000000007375

Change Due $ o. 00
Thank you Have a Great Day

00000035 003928
APPROUED

CUSTOMER COP'!

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)

) Objections Deadline: June 29, 2009 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION

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

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

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

Engineering Consultant to the Debtors and Debtors in Possession, for the Period from March

9, 2009 through March 31, 2009, seeking compensation for services in the amount of
$33,450.00 and reimbursement of costs incured in the amount of $91.70 (the "Application").
PLEASE TAK FURTHR NOTICE that objections, if any, to the Application must

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

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Bankptcy Cour for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than June 29, 2009 at
4:00 p.m. (the "Objection Deadline").
i The Debtors in these cases, along with the last four digits of each of

the Debtors' federal tax identification number,

are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,

LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 1 I 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS _DE: i 48983. i

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

that they are received not later than June 29, 2009, by: (a) the Debtors, (1) Pacific Energy

Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry
Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York,

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

19899-8705, Attn: Laura Davis Jones, Esq., Fax: 302-652-4400, e-mail: lionescqpszilaw.com
and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles,

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

ikharashcqpszilaw.com; (c) the Offce of

the United States Trustee, J. Caleb Boggs Federal

Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn:
Joseph McMahon, Esq.; and (d) counsel for the 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: kpipercqsteptoe.com
and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington,

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

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

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

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

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

wil be considered by the Banptcy Cour at such hearing.

PLEASE TAK FURTHER NOTICE that, pursuat to the Admnistrative Order, if

68773-002\DOCS _DE: i 48983. i

no objection to the Application is timely filed, served and received by the Objection Deadline, the

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

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

Dated: June 8, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

La a Davi Jones ( B No.

2436)

Ira . Kharasch (CAI Bar o. 109084)

Scotta E. McFarland Bar No. 4184, CA Bar No. 165391)

Robert M. Saunders (CA Bar No. 226172)

James E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: lionesripszilaw.com

ikharaschripszj law .com smcfarlandripszi law.com

rsaunderscqpszi law.com
i oneilripszi law. com

kmakowskiripszi law .com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 48983. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re:
)
) ) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

Case No. 09- 10785 (KJC)

(Jointly Administered)

AFFIDAVIT OF SERVICE

STATE OF DELA WARE )

) ss:

COUNTY OF NEW CASTLE )

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

Pachulski Stang Ziehl & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 8th day of June, 2009 she caused a copy of

the following document(s) to be served upon the paries on the attached service lists in the
maner indicated:
Notice and Fee Application of

Milstream Energy, LLC as Engineering Consultant for the Debtors for the Period March 9,2009 through March 3t2009

Sworn to ~bscribed before me this ~I-=y of June 2009

~~jJ-~
Kat leen Forte Finlayso
MARY E. CORCORA NOTARY PUBLIC STATE OF DELAWAR
.. commissio expires Nov. 4, 20
the Debtors is 111 W.

the Debtors' federal tax each of identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of

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

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

Pacifc Energy Resources Ltd.

Hand Delivery
(Counsel to Offcial Committee of

Fee App Service List

Case No. 09-10785
Document No. 147432

Unsecured

03 - Hand Delivery 05 - First Class Mail

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

01 - Interoffice Pouch

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

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

Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

First Class Mail (Debtors)

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

N ew York, NY 10026

Los Angeles, CA 90067

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

First Class Mail

(Counsel to Official Committee of Unsecured Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

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

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Filberto Agusti, Esquire

Steven Reed, Esquire

Vito 1. DiMaio 230 N. Market Street

Wilmington, DE 19801

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067