10000015327

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
In re
Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al.,)

Debtors.
Case No. 09-10785(KJC) (Jointly Administered)
Objections Deadline: July 7, 2009
at 4:00 p.m. EST
Hearing Date: Only If Objections Are Timely Filed
AMENDED FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUT AN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MARCH 31, 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Banruptcy Code"), Rule 2016 of the Federal Rules of Banptcy Procedure

(collectively, the "Banruptcy Rules"), Rule 2016-2 of
this Court's Local Rules, and the
Cour's "Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing

Procedures for Interim Compensation and Expense Reimbursement of Professionals and
Committee Members," entered on or about April 8, 2009 (the "Administrative Order"),
Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors
in Possession ("Debtors"), hereby submits its Amended First Monthly Application for
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 II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2 J 23/023 353-0031
1023640.01 .07/03/09
Compensation and for Reimbursement of Expenses for the Period from March 9, 2009
through March 31, 2009 (the "Application").
By this Application Rutan seeks a monthly interim allowance of compensation in
the amount of$102,732.50 and actual and necessary expenses in the amount of$1,389.62
for a total allowance of $104,122.22, and payment of $82,186.00 (80% of the allowed
fees) and reimbursement of $1,389.62 (100% of the allowed expenses) for a total
payment of $83,575.62 for the period March 9, 2009 through March 31, 2009 (the
"Interim Period"). In support of ths Application, Ruta respectfully represents as

follows:
Backe:round
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntar

petitions for relief under chapter 11 of the Banruptcy 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 1 i 08 of the Banptcy 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 I i cases.
2. The Cour has jurisdiction over ths matter pursuant to 28 U.S.C. 157
and 1334. This is a core proceeding pursuantto 28 U.S.C. 157(b)(2).
3. On or about April 8, 2009, the Cour 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. (Docket #147.) The Administrative Order provides, among other
things, that a Professional may submit monthy fee applications, and if no objections are
2123/023353-0031 1023640.01 a07/03/09
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made withn 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 is to 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 Ruta, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Cour's "Order Granting
Debtors' Application Pursuant to Sections 105(A), 327, 328, and 330 of the Banruptcy
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"). (Docket #265.) The Retention Order authorized Rutan to be

compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses.
Compensation Paid and Its Source

5. All services for which Rutan requests compensation were performed for or
on behalf of the Debtors.

6. Ruta has received no payment and no promises for payment from any
source other than the Debtors for services rendered or to be rendered in
any capacity
whatsoever in connection with the matters covered by ths Application. There is no
agreement or understanding between Rutan and any other person other than the parers
of Rutan for the sharng of compensation to be received for services rendered in this case.
2123/023353-0031
1023640.01 a07/03/09
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Rutan received payments from the Debtors during the year prior to the Petition Date in
the amount of $2,437,169.16. Ruta was owed approximately $17,583.26 as of the
Petition Date, subject to a final reconciliation of the amount actully expended

prepetition. Upon final reconciliation of the amount actually expended prepetition, any
balance remaining from the prepetition payments to Ruta was credited to the Debtors
and utilized as Rutan's retainer to apply to postpetition fees and expenses pursuant to the
compensation procedures approved by this Cour and the Banruptcy Code.
Fee Statements
7. Rutan's biling statements for the Interim Period 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 Ruta's
knowledge, this Application complies with sections 330 and 33 i of
the Banptcy Code,
the Federal Rules of Banuptcy Procedure, this Cour's Local Rules, and the
Administrative Order. Rutan's time reports are either (a) initially handwrtten by the
attorney or paralegal pedorming the described services and then entered into Rutan's
computerized biling program by an administrative assistant or (b) entered directly into
Rutan's computerized billng program by the attorney or paralegal performing the
described services. The time reports are then organzed on a daily basis. Rutan is
sensitive to issues of
"lumping" and, unless time was spent in one time frame on a varety
of different matters for a particular client, separate time entries are set forth in the time
reports. Rutan's charges for its professional services are based upon the time, natue,
extent and value of such services and the cost of comparble services other than in a case
under the Banptcy Code.
2 1 23/023353-003 1
1023640.01 a07/03/09
-4-
Actual and NecessaTV Expenses
8. A sumar of actual and necessar expenses incured by Rutan for the

Interim Period is attached hereto as part of Exhibit A. Rutan charges $0.10 per page for
photocopying expenses related to cases, such as ths one, arising in Delaware. Rutan's
photocopying machines automatically record the number of copies made when the person
that is doing the copying enters the client's account number into a device attached to the
photocopier. Ruta sumarzes each client's photocopying charges on a daily basis.
9. 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
Ruta's calculation of
the actual costs incured 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. Ruta
does not charge the Debtors for the receipt of faxes in ths case.
10. With respect to providers of on-line legal research services ~, LEXIS
and WESTLA W), Rutan charges the standard usage rates these providers charge for
computerized legal research. Rutan bils its clients the actual amounts charged by such
services, with no premium. Any volume discount received by Ruta is passed on to the
client.
11. 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 Association's ("ABA") guidelines, as set forth
in the ABA's Statement of Principles, dated Januar 12, 1995., regarding biling for
2123/023353-0031 1023640.01 a07/03/09
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disbursements and other charges.
Summary of Services Rendered
12. As special counsel, Rutan has advised the Debtors on a regular basis with
respect to varous corporate and litigation matters in connection with the Debtors'
bankptcy cases. The names of the parers 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 below and in the attched Exhbit A. Rutan's efforts have
been extensive due to the size and complexity of the Debtors' bankrptcy cases, and a
description of
Ruta's services is found in Exhibit A.
13. Generally, the services rendered by Rutan during the Interim Period can be
grouped into the categories set fort below. Ruta attempted to place the services
provided in the category that best relates to such services. However, because 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 servces
provided set fort on the attched 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 Administration2
14. Durng the Interim Period, the Firm, among other things: (1) reviewed and
2 Rutan inadvertently attached to its initial fee application an invoice for General
Case Administration matters that included pre-petition time. The pre-petition time entries have been removed from the invoice included in Exhibit A.
2123/023353-0031
1023640.01 a07103/09
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analyzed documents; (2) communicated with the Debtors; (3) responded to creditor
inquiries; and (4) analyzed issues relating potential claims and creditor assertions.
Fees: $6,532.50; Hours: 12.7
B.Employment Application
15. During the Interim Period, the Firm, among other things, performed work
necessary to secure its employment as special corporate and litigation counsel to the
Debtors.
Fees: $547.50; Hours: 0.9
C. Corporate Governance
16. During the Interim Period, the Firm, among other things, assisted the
Debtors in the preparation ofthe Debtors' board minutes.
Fees: $1,210.00; Hours: 2.2
D. Alaska Asset Sale
17. During the Interim Period, the Firm, among other things: (1) performed
work in connection with a potential sale of certain of the Debtors' assets located in
Alaska; (2) reviewed and analyzed documents, and (3) communicated with the Debtors
relating to the potential sale.
Fees: $1,830.00; Hours: 3.6
E. Beta Asset Sale
18. During the Interim Period, the Firm, among other things: (1) setup and
maintained an online data-room to allow potential purchasers to do due diligence with

respect to a proposed sale of certain assets; (2) reviewed and analyzed documents for
posting in the data-room; (3) communicated and corresponded regarding potential sales
of
assets; and (4) communicated and corresponded regarding due dilgence documents.
2123/023353-0031
1023640.01 a07/03/09
-7-
Fees: $8,957.00; Hours: 25.60
F. Financin23
19. Durng the Interim Period, the Firm, among other thgs: (1) negotiated
the terms of the debtor-in-possession financing transaction; (2) reviewed and analyzed
documents; (3) drafed, revised, and otherwise documented the proposed financing
transaction; (4) communicated with the Debtors and others regarding the financing
transaction; and (5) closed the DIP facilty loan.

Fees: $33,812.50; Hours: 85.4
G. Acme Well
20. Durng the Interim Period, the Firm, among other things: (1) reviewed and
analyzed documents relating to an oil well the Debtors operate, but do not own; (2)
communicated with the well's owners; and (3) communicated with the Debtors'
regarding well-related issues.

Fees: $227.50; Hours: 0.7
H. General Corporate Issues
21. Durng the Interim Period, the Firm, among other things:
(1) communicated with the Pachulski firm and the Debtors' Canadian bankrptcy
counsel; and (2) reviewed and analyzed documents.

Fees: $375.00; Hours: 1.5
3 Rutan inadvertently attached to its initial fee application an invoice for Financing matters that included pre-petition time. The pre-petition time entries
have been removed from the invoice included in Exhibit A.
2123/023353-0031 1023640.01807/03/09
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I. Confidentiality A1!reements4
22. During the Interim Period, the Firm, aIong other thngs: (1) negotiated
and drafted numerous confidentiality agreements in connection with the potential sale of
certain of the Debtors' assets; (2) corresponded and communcated with the Debtors
regarding confidentiality issues; and (3) corresponded and communicated with potential
purchasers regarding confidentiality issues.
Fees: $4,872.00; Hours: 14.3
J. Securities Issues
23. Durng the Interim Period, the Firm, among other things: (1) worked on
opinions relating to transfers of the Debtors' stock; (2) worked with the Debtors'
Canadian counsel on a stock exchange listing application; (3) drafted and revised the
Debtors' anual report and related documents that were filed in Canada; and (4)
communicated with and advised the Debtors in connection with securities issues.
Fees: $44,367.50; Hours: 103.0
Valuation of Services
24. Attorneys and paraprofessionals of Rutan expended 249.9 hours in
connection with their representation of
the Debtors during the Interim Period, as follows:
4 Rutan inadvertently attached to its initial fee application an invoice for

Confidentiality matters that included pre-petition time. The pre-petition time entries have been removed from the invoice included in Exhibit A.
2123/023353-0031 1023640.01 a07/03/09
-9-
RUT AN PROFESSIONALS
Position of the
Applicant, Number of
Years in that Position,
Name of Professional Individual

Penelope Pares
Prior Relevant Experience, Year of Obtaining License to Practice, Are of
Hourly,
(including
.
-.
Ruta's
-- :-
Biling Rate
Total Hours
Rillptl
1.5
Total Cnmnensation
$937.50
Parner 1998; Member of
CA Bar since 1982; Chair

of Rutan's Financial Practice Group; Member of
$625.00
Denarent
Thomas Brokington
Member of
Rutan's Trial
$600.00
1.4
Parer 1983; Member of
CA Bar since 1980;
$840.00
Denarent
Greg Amber
Member of
Corporate Law
$550.00
35
CA Bar since 1981;

Rutan's
$19,250.00
Corporate Law
Denarment
Mark B. Frazier
Parter 1990; Member of CA Bar since 1982; Head of Rutan's Trial
$450.00
0.6
$270.00
Denarment
Cristy G. Parker
Parner 1998; Member of CA Bar since 1995;
Member of Rutan's
$450.00
95.9
$43,155.00
Denarent
Garett Sleichter
Member of
Corporate Law
$375.00
49.3
Associate 2004; Member ofCA Bar since 2004;

Rutan's
$18,487.50
Rushika
Denarent
Member of
Corporate Law
$325.00
34.2
Kumaratne
Associate 2006; Member of CA Bar since 2006;

Rutan's
$11,115.00
Denarent
Shigenobu Itoh
Member of
Corporate Law
$325.00
13.3

Ruta's
$4,322.50
Deparent
Corporate Law
2123/023353-0031
102,640.01 a07/03/09
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Position of the
Applicant, Number of
Name of Professional
Catherine Parsons
Prior Relevant Experience, Year of Obtaining License to Practice, Are of erti

Associate 2007; Member
Hourly, Billing Rate (including

$250.00
Total Hours
Bil
Total
12.3
Rosemary White
ofCA Bar since 2007; Member of Rutan's Corporate Law De arent Paralegal 2007; Member
of
$200.00
6.4
$1,280.00
Ruta's Corporate Law
De arent
Grand Total:
Total Hours: Blended Rate:
$ 102,732.50 249.9
$ 411.09
25. The nature of the work performed by these persons is fully set forth in
Exhibit A. The rates charged by Rutan's 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 $102,732.50.
26. 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 natue and extent of
the services rendered, (d) the value of
such services, and (e) the costs of comparable services other than in a case under the
Banptcy Code. Furer, Rutan has reviewed Local RuIe 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 March 9,
2009, to March 31, 2009, it be awarded on an interim basis $104,122.12, consisting of
2123/023353-0031
1023640.01 007/03/09
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fees in the amount of $102,732.50 and expenses in the amount of $1,389.62, and that it
be authorized to receive a payment from the Debtor of $83,575.62, consisting of 80% of
the allowed fees ($82,186.00) and 100% of
the allowed expenses ($1,389.62). Ruta also
requests such other and further relief as the Cour deems just and proper.
Dated: July 6, 2009
RUTAN & TUCKER, LLP
RMS (CA Bar No. 104774) 611 Anton Bo evard, Fourteenth Floor Costa Mesa, California 92626-1931
Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: ppares(rutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031
i 023640.01 .07/03/09
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VERIFICATION
State of California )
County of Orange )
Penelopc Pares, aftcr being duly sworn according to law, deposes and says:
a) I am a partner of the law firm of
Rutan & Tucker, LLP ("Rutan"), and

the State of
have been admitted to practice law bcfore all of
the court of
California.
the Debtors by the
b) I am faniiliar with the work performed on behalf of
lawyers and paraprofessionals of Rutan.

c) I have revicwed the foregoing Amendcd First Application for
Compensation and for Reimbursement of
Expenses for the Period from March 9, 2009 through

my knowledge, information, and belief, the
March 31, 2009 (the "Application"). To the best of
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 AprilS, 2009 (Docket #147), and submit that the Application substantially
complies such Rule and Order.
Dated: July k, 2009
~~~
2) 23/0233 53-0031
1023984.01 a07/06/09
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA)
--OPTIONAL SECTION--
CAPACITY CLAIMED BY SIGNER

COUNTY OF ORANGE)
Though statute does not require the Notar to fill in the data
below, doing so may prove invaluable to persons relying on the
document.
On this ~ day of July, 2009, before me,
. f'-l
~
, Notar Public
INDIVIDUAL
J Mt:+ Lee.
(here insen name and title of the offcer)
CORPORATE OFFICER(S)
personally appeared Penelope Parmes proved to me on the basis

of satisfactory evidence to be the person(~ whose name(t is/are
subscribed to the within instrument, and acknowledged to me that hefshe/tliy executed the same in .nisther/thei authorized
capacity(-i, and that by hislher/tfr signature(l on the
TITLE(S)
instrument the person~ or the entity( te upon behalf of which

the person(t) acted, executed the instrument.
PARTNER(S)
D LIMITED
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seaL.
o GENERAL
D
ATTORNEY-IN-FACT
D TRUSTEE(S)
~W -J
(seal)
D GUARDIAN/CONSERVATOR
..." ""-- " "...
D OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)
JANET lEE
. SIGNA :i:E OF N~T ARY
Commslon # 18160
1 f. Notary Public . ellfornla
'. . My ~o:n~' :XfI,!S_ O~t:, .. L ":.. . Orange Count 3~!l
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Amended Second Monthly Application for Compensation and

Though the data requested here is not required by law, it could prevent fraudulent Reimbursement of Expenses reattachment of this torm.
NUMBER OF PAGES:
DA TE OF DOCUMENT:
OTHER SIGNER(S) THAN NAMED ABOVE:
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
PACIFIC ENERGY RESOURCES LTD., et aL.,i

Debtors.
(KJC) (Jointly Administered)

Case No. 09-1 0785
at 4:00 p.m.
AMENDED FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUT AN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MARCH 31. 2009
Name of Applicant:
Authorized to Provide Professional

Services to:
Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
entered on or about May 1, 2009

March 9,2009 though March 31, 20092
Period for which Compensation and

Reimbursement is Sought:
Amount of Compensation Sought as

Actual, Reasonable and Necessar:
$102,732.50
$1,389.62
Amount of Expense Reimbursement Sought as Actual, Reasonable and
Necessar:
Ths is a:
-l monthly
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 (ta 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 The applicant reserves the right to include any time expended in the time period
2123/023353-0031
1023664.01 a07/03/09
The tota time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
PRIOR APPLICATIONS FILED

Requested Requested
Approved
F
Approved
e'
No prior fee applications have been fied.
RUTAN PROFESSIONALS
Position of the Applicant, Number of
Name of Professional . In . .
Penelope Pares

Hourly,
Billng Rate
(including
.-
Total Hours
Rilh~d 1.5
r,
Total
$937.50
CA Bar since 1982; Chair of Rutan's Financial

Practice Group; Member
of
$625.00
Denarent
Thomas Brokington
Member of
Ruta's Trial
$600.00
1.4
Parner 1983; Member of CA Bar since 1980;

Rutan's
$840.00
Corporate Law
Oenarent
Greg Amber
Member of
CA Bar since 1981;

Ruta's
$550.00
35
$19,250,00
Denarent
Mark B. Frazier
Corporate Law
$450.00
0.6
Parner 1990; Member of
Denarent
Cristy G. Parker
Member of
CA Bar since 1982; Head of Ruta's Trial
$270.00
Parter 1998; Member of CA Bar since 1995;

Ruta's
$450.00
95.9
$43,155.00
Deparent
Corporate Law
indicated above in future application(s) if
it is not included herein.
2123/023353-0031 1023664.01 a07/03/09
-2-
Position of the Applicant, Number of

Name of Professional - .. .
Garett Sleichter
Hourly,
-.
Rutan's
Billng Rate
(including -- ~
I
Total Hours Hiled

49.3

Member of
$375.00
Cnmnenlilitinn $18,487.50
Total
Rushika Kumararatre
Denarent
Corporate Law
$325.00
34.2

Member of Ruta's
$11,115.00
Denarent
Shigenobu Itoh
Member of
Corporate Law
$325.00
13.3

Ruta's
$4,322.50
Denarent
Catherine Parsons
Member of
Corporate Law
$250.00
12.3

Rutan's
$3,075.00
Denarent
Rosemar White
Parlegal of
Corporate Law
2007; Member Rutan's Corporate Law
Grand Total:
$200.00
6.4
$1,280.00
11p",!:rtment
Total Hours: Blended Rate:
$ 102,732.50 249.9 $ 411.09
COMPENSATION BY CATEGORY
To
1.5 14.3 103.0
24
2123/023353-0031
1023664.01 307/03109
-3-
EXPENSE SUMMARY
Lon distace call

Du Ii
nt
cation
Filn fees
Ex ress mail
Misc. Teleco ier Com uter research
Total
Dated: July 6, 2009
RUTAN & TUCKER, LLP
PENELOPE ARESGKar No. 104774) ,

611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931
EmaIl: pparmes(aJrutan.com
3 Rutar may use one or more service providers. The service providers identified herein
below are the primar service providers for the categories described.
2 J 23/023353-003 J J023664.01 a07/03/09
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IN THE UNITED STATES BANKUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re
Chapter I I
PACIFIC ENERGY RESOURCES LTD., et al.,)

Debtors.
Case No. 09-I0785(KJC) (Jointly Administered)

at 4:00 p.m. It.e r -# 4~ /
NOTICE OF FILING OF AMENDED FEE APPLICATION
TO: (i) the Debtors; (ii) counsel to the Debtors; (ii) the United States Trustee, and
(iv) counsel to the Oflcial Committee of Unsecured Creditors (the "Notice
Paries ")
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
fied its Amended First 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 9, 2009 through March 31, 2009, seeking
compensation for services in the amount of $ i 02,732.50 and reimbursement of costs
incurred in the amount of$1,389.62 (the "Application").
PLEASE TAKE FURTHER NOTICE that objections, irany, to the Application

must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a)
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 1 i 1 W. Ocea
2123/023353-0031 1011643.02 a07/06/09
and 331 Establishing Procedures for Interim Compensation and Reimbursement of

Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be filed with the Clerk of the United States
Banuptcy Cour for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on July 7, 2009 (the
"Objection Deadline").
Objections or other responses to the Application, if any, must also be served so
that they are received not later than July 7,2009 at 4:00 p.m. prevailng Eastern time,
by: (a) the Debtors, (1) Pacific Energy Resources, 1 i 1 W. Ocean Boulevard, Suite 1240,
Long Beach, CA 90802, Att: 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: lioneslJpszilaw.com; (2) Pachulski Stag Ziehl
& Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100;
Att: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharashVnszlaw.com; and (3)
Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Att:
Penelope Pares, Esq.; Fax 714-546-9035, email: pparmes(lrutan.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, Att: Joseph McMahon, Esq. and (d)
counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1)
Steptoe & Johnson LLP, 2121 Avenue of
the Stas, 28th Floor, Los Angeles, CA 90067;
Boulevard, Suite i 240, Long Beach, CA 90802.
2123/023353-0031 101 1643.02 a07/06/09
-2-
Att: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiperaMeptoe.com and (2)
Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE
19801; Att: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icargnaii('pepperlaw.com (the "Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the
Application are timely filed, served and received, a hearng on the Application will be
held at the convenience of the Banruptcy Court. Only those objections made in wrting
and timely fied, served and received in accordance with the Administrative Order and
the procedures described herein wil be considered by the Banptcy Court at such
hearng.
PLEASE TAK FURTHER NOTICE that, pursuant to the Administrative

Order, if no objection to the Application is timely fied, served and received by the
Objection Deadline, the Applicant may be paid an amount equal to the lesser of (1) 80
percent of the fees and 100 percent of expenses requested in the Application or (ii) 80
percent of the fees and 100 percent of
the expenses not subject to an objection without the
need for further order of the Banruptcy Cour.

Dated: July 6, 2009
RUTAN & TUCKER, LLP
PENELOPE P RMES ( arNo.104774)

611 Anton Bou evard, Foureenth Floor
Costa Mesa, California 92626-1931

Email: pparmes(mrutan.com
2123/023353-0031
1011643.02 a07106/09
-3-
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
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 11 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. Account No.

Billng Atty.
558152
023353 - 0029
James O'Neal
Date
June 4, 2009
General Case Administration
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
6,532.50 6,532.50
Wire Instructions
Union Bank of California 18300 Yon Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 I 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behaff 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 individual's name denotes paralegal. law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
558152 023353 - 0029

James O'Neal
Billing Att.
Date
June 4, 2009
REMITT ANCE COpy

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
6,532.50 6,532.50
Wire Instructions
Union Bank ofCalilrnia
i 8300 Von Karman
Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number lisled above.
Addilional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbrevition (PA), (LC),or (DC) followng an individual's name denotes paralegal. iaw clerk or document clerk.
TAXAYERS ACCOUNT
NO 95-35190Z7
RUTAN & TUCKER, LLP

ATTORNEVS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558152 023353 - 0029

James O'Neal
Date Page
June 4, 2009
1
RE: General Case Administration
FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31,2009

03/09/09
Catherine Parsons Assist in post-bankruptcy filing matters.

Gregg Amber
0.40
03/10/09
0.50
Review Pachulski bankruptcy memo.

03/11/09
Gregg Amber Telephone conference with i. Kharasch re hearings and

orders and re engagement of Alaska counseL.
0.50
03/11/09
Garett Sleichter
0.60
Telephone conference with M. Litvak and A. Marino re Corsair and automatic stay.
03/12/09
Gregg Amber
1.60
Review Redoubt escrow agreement, amendment and related letters with DNR (.7); telephone conferences with i. Kharasch rc same (.3); weekly update call (.6).
03/12/09
Garett Sleichter
0.50
Telephone conference with M. Litvak re bankruptcy matters.

03/19/09
Gregg Amber Weekly update call (.8); separate telephone conference with i. Kharasch re Chevron issues ).3).
1. 10
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement.
An additional statement covenng such disbursements wil be furnished to you.

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

ATTORNEYS AT LAW
Pacific Energy Resources Ltd.

June 4, 2009
Invoice No. 558152
023353-0029
Page No.2
03/20/09
Gregg Amber
1.00
Review loan documents and correspondence with BK counsel and management re V. Katic's life insurance policy, and re possible claims against Forest and Delaware piercing the veil issues.
03/24/09
Cristy G Parker Analyze life insurance assignment to lenders and Forest note (1.0); offce conference and communicate with G. Tywoniuk re same (.4).
Gregg Amber
1.40
03/24/09
1.00
Review and comment on bankruptcy court applications and on response to creditors committee regarding unsecured properties and Forest Sub Note (.9); conference with C. Parker re same (. i).
03/25/09
Gregg Amber Extensive correspondence with BK lawyers and UCC research re Marathon reclamation motion.
2.10
03/26/09
Gregg Amber Review Chevron relief from stay materials (.5);

conference call re same (.5); weekly update call (i .0).
2.00
Total Hours Total Professional Services
12.70
$6,532.50
Total Cun-ent Fees
$6,532.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursents will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CAUFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 11 i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556956 023353 - 0030

James O'Neal
Date
May 20, 2009
Employment Application
INOICE SUMMARY
CURENT INVOICE SUMARY:
Professional Fees
547.50 547.50
Wire Instructions
Union Ban ofCalifomIa 18300 Von Karan
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ruta & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additional disbursements may have been paid or incrred on your behalf and are not re~ected in ths statement. An additional statement coeng such disbursements will be furnishe to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegl. law clerk or document clrk.
TAXPAYERS ACCOUNT
NO 95-3519021
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIDNS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950
(714)641-5100

Att: Gerr Tywoniuk, Sr. VP and CFO
mvoIce No. Account No.

Biling Atty.
111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
556956 023353 - 0030

James O'Neal
Date
May 20, 2009
Employment Application
REMITTANCE COpy
CURRENT INOICE SUMMARY:

Professional Fees
547.50 547.50
Wire Instructions
Union Ban of CalifmIDa
i 8300 Von K.an

Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK
Account Number: 0630 133009
Account Name: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
Additonal disbursements may have been paid or incurred on your behaff and are not reflected in this statement.
An addital statement covering suc disbursments will be furnished to you.
The abbreviatin (PA), (LC).or (DC) folloing an individual's nae denotes paraegal. law cIerl or doumet clerl.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

iinORNEYSAT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPRATIONS
611 ANTON BOULEARD SUITE 140

POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714)641-5100

Biling Atty.
556956 023353 - 0030

James O'Neal
Date Page
May 20, 2009

1
RE: Employment Application

FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2009
03/30/09 Gregg Amber
0.20
Revise and execute employment app for banptcy cour.

03/30/09
Penelope Pares Revise and finalize application to be employee as special counsel (.4); e-mails with S. McFarland regarding same (.3).
0.70
0.90
$547.50
Total Current Fees
$547.50
Additional disbursements may have been paid or incrr on your behalf and are not renected in thi statement
An additionl statement coering such disbursements will be fumished to you. Th abbreviation (PA), (lC),or (DC) follong an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 9&-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
556542 023353 - 0032

James O'Neal
Date
May 15, 2009
Corporate Governance
INVOICE SUMMARY

Professional Fees
$
1,210.00 1,210.00
Wire Instructions
Union Ban of Califona 18300 Von Karan
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Aditinal disbursements may have been paid or incurre on your beha~ and are not reflected in this statemenL
An additional statement covering suc disbursements wil be fuishe to you. Th abbreviation (PA), (LC),or (DC) following an Individual's name denotes paralegal, law clerk or doument cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714)641-5100

Biling Atty.
556542 023353 - 0032

James O'Neal
Date
May 15, 2009
Corporate Govemance
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMIIT ANCE ***
1,210.00 1,210.00
Wire Instructions
Union Ban of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additioal disbursements may have been paid or Incurred on your bea~ and are not reflected in this statement
An additional statement covering such disbursements will be fushed to you. The abbreviation (PA). (LC~or (DC) following an individual's na denotes paralegal. law clerk or docment clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD
SUITE 1400
POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
mvoice No.
Account No.
Biling Att.
556542 023353 - 0032

James O'Neal
Date Page
May 15,2009
1
RE: Corporate Govemance

03/09/09
Gregg Amber Work on board meeting minutes.

Gregg Amber Work on board meeting minutes.
1.40
03/1 0/09
0.80
Total Hours
Total Professional Services
2.20
$1,210.00
Total Current Fees
Prior Balance Due
$1,210.00 0.00 $1,210.00
Total Balance Due
Additinal disbursments may have been paid or incurre on your behalf and are not reflected in this statement. An aditial statement covering such disbursements will be furnished to yo. Th abbreviation (PAl, (iel.or (DCl following an individual's name denotes paralegal. law clerl or document clerl.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, UP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUOING PROFESSIONAL CORPORA TJONS

611 ANTON BOULEVARD
SUIT 140
POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Geny Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
556543 023353 - 0033

James O'Neal
Date
May 15, 2009
Alaska Asset Sale
INVOICE SUMMARY
CURRNT INOICE SUMMARY:

Professional Fees
1,830.00 1,830.00
Wire Instructions
Union Bank of Californa 18300 Von Kaan Irvne, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK
Account Number: 0630 I 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursemenls may' have been paid or incured on your behalf and are not reflected in this statement
An additional statement covering suc disbursemets will be fuishe to yo.
The abbreviation (PA), (LC),or (DC) following an individua1's name denotes paraleal. law derk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPRA liONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714)641-5100
Invoice No.
Account No.
Biling Atty.
556543 023353 - 0033

James O'Neal
Date
May 15, 2009
Alaska Asset Sale
REMITTANCE COPY
CURNT INVOICE SUMMARY:

Professional Fees
1,830.00 1,830.00
Wire Instructions
Union Ban ofCaJiforna 18300 Von Karan 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 ben paid or incured on your behalf and are not reffected in this statement
An additial statement covering suc disbursements will be furishe to you.
Th abbreviation (PA). (Lel,or (DC) follong an individual's name denotes paralegal, law clrk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519D27
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD
SUITE 140
POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
556543 023353 - 0033

James O'Neal
Date Page
May 15, 2009

I
RE: Alaska Asset Sale

03/31/09
Cristy G Parker Review and comment on draft Lazard memo (1.0); offce conference and communicate with G. Tywoniuk re
same (.5).
1.50
03/31109
Gregg Amber Review Lazard Alaska information memorandum.
2.10

Total Current Fees Prior Balance Due Total Balance Due
3.60
$1,830.00
$1,830.00 0.00 $1,830.00
Additional disbursements may have been paid or incrred on your behalf and are not reflecte in this statement An additiol statement covering such disbursments wil be furnished to you.
The abbreviatiOn (PA). (LC~or (OC) following an individual's name denotes paralegal. law clerk or doumet clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSONAL CORPORATIONS
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i I i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
556544 023353 - 0034

James O'Neal
Date
May i 5, 2009
Beta Asset Sale
INVOICE SUMMARY
8,957.50 8,957.50
Wire mstructions
Union Bank of Californa 18300 Von Karan 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 bealf and are not refleced in this statement.
An additionl statement coverng suc disbursments wil be furishe to you.

The abbreviation (PAl, (Le).or (OC) following an individual's name denotes paraleal, law clerk or doument clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEARD
SUITE 140
POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.195 (714) 641-5100

Att: Gerr Tywoniuk, Sr. VP and CFO

Biling Atty.
556544 023353 - 0034

James O'Neal
Date
May 15, 2009
Beta Asset Sale
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE***
8,957.50 8,957.50
Wire Instructions
Union Bank of Californa 18300 Von Karman
Irine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK
Account Numr. 0630133009

Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have ben paid or incurrd on your behalf and are not reflectd in this statement
An additinal statement covering suc disbrsnts wil be furnishe to you.
Th abbeviation (PA). (lC).or (DC) followng an individual's name denotes paralegal, law clel1 or doument c111.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Billng Atty.
556544 023353 - 0034

James O'Neal
Date Page
May is, 2009

i
RE: Beta Asset Sale
03/11/09
Garett Sleichter Work on data site.

Garett Sleichter
0.50
03/12/09
0.70
Populate Merrll datasite with DIP and banptcy documents.
03/16/09
Rushika Kumararatne Work on documents for data site.

Garett SleIchter
0.20
03/18/09
0.40
Add documents to datasite and communication re

datasite and documents.
03/23/09
Rushika Kumararatne Attend to varous matters related to matenal contracts and deposit account control agreements.
Rosemary White (P A)
2.30
03/23/09
1.50
In offce conference with R. Kumararatne (.2); assemble attachments to memo regarding legal opinion (1.3).
03/24/09
Rushika Kumararatne Work on matenal contracts listing and description and deposit account control agreements.
0.80
AddiUonal disbursments may have ben paid or ircrrd on your behalf an are not reflted in this statement
An additional statement covering su disbursemnts wil be furnished to you.

Th abbreviation (PAl, (LC).or (OC) foUowing an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
023353-0034
May 15, 2009 Invoice No. 556544
Page No.2
03/24/09
Rosemary White (PA) Continue assembling document folder for legal opinion memo.
1.50
03/25/09
Garett Sleichter Prepare documents for FTP data site (5.5); communication with G. Amber and D. Katic re same (.2). Garett Sleichter Prepare documents for datasite. Garett Sleichter Prepare documents for datasite.
5.70
03/26/09
4.10
03/27/09
5.10
03/30/09
Mark B Frazier Assemble documents for datasite.
0.40
03/30/09
Garett Sleichter Prepare documents for datasite.

Gregg Amber Conferences with G. Sleichter re data room.
2.30
03/30/09
0.10
Total Hours
Total Professional Serices
25.60
$8,957.50
Total Curent Fees Prior Balance Due

Total Balance Due
$8,957.50 0.00
$8,957.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statemenl
An additional statement covering suc disbursnts wil be furnishe to you.
The abbreviation (PA), (lC),or (DC) followin a~ indivdual's name denotes paraleal. law cler or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
558153 023353 - 0035

James O'Neal
Billing Att.
Date
Long Beach, CA 90802
June 4,2009
Financing
INVOICE SUMMARY

Professional Fees
Disbursements and Costs Advanced
$
33,8 i 2.50
1,305.13
$
35,117.63
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 covenng such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) followin9 an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3S19027
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
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558153 023353 - 0035

James O'Neal
Date
Jiine 4, 2009
Financing
REMITT ANCE COPY

Professional Fees
33,8 i 2.50
Disbursements and Costs Advanced Fees and Costs Due This Invoice
1,305.13 35,117.63
Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursaments may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you.
The abbreviation (PAl, (LC),or (DC) followng an Individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
558 I 53
023353 - 0035
James O'Neal
Date Page
June 4,2009
I
RE: Financing FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 3 1,2009

03/09/09
Cristy G Parker Review and comment on credit agreement and ancillary documents (8.0); offce conferences, conference calls and communicate with working group
re open items (5.7).
13.70
03/09/09
Penelope Parmes Provide analysis rc counsel opinions required for DIP financing.
0.40
03/09/09
2.40
Assemble signature pages (.8); assemble secretary's certificates (1.0); exchange e-mails concerning Delaware annual reports and taxes (.6).
03/09/09
Thomas G Brockington
0.60
Analyze issues rc legal opinion and conference with C. Parker re same.

03/09/09
Garett Sleichter
12.30
Work on DIP credit agreement pre-closing (5.0); conference call re closing (1.0); review and revise DIP credit agreement and closing documents (6.3).
03/09/09
Rushika Kumararatne Work extensively on opinion and closing matters.
12.80
Add~lonal 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 individual's name denotes paralegal. law clerk or document cleric
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Financing 023353-0035
June 4, 2009 Invoice No. 558153
Page No.2
03/09/09
Gregg Amber Conference with C. Parker re clean-up changes to DIP Credit Agreement (.5); correspondence with G. Sleichter, R. Kumararatne and others re DACAs and other closing documents (.5); correspondence with
various parties re Wednesday closing requirements (.8);
3.10
review various revisions to closing documents (1.3).
03/10/09
Cristy G Parker Review and comment on revised credit agreement and ancillary documents (4.8); communicate with working group re same in preparation for closing (.5).
Penelope Parmes Provide analysis re Alaska second lien credit facility.
5.30
03/ I 0/09
0.40
03/10/09
Rosemary White (PA) Telephone and e-mail conversations with GKL and R.
Kumararatne rc good standing certificates, bringdowns
0.50
and DE tax issues.

03/10/09
Garett Sleichter
4.30
Close DIP credit agreement transaction.

03/1 0/09
Thomas G Brockington Analysis of proposed changes to legal opinion and

analysis of
0.50
related legal issues.
03/1 0/09
Rushika Kumararatne Work extensively on backup memorandum and other

closing matters.
8.80
031 0/09
Mark B Frazier Review and respond to inquiry re legal opinion.

Gregg Amber Conference with C. Parker re clean-up changes to DIP
Credit Agreement (.5);
0.20
03/10/09
2.70
correspondence with G. Sleichter, R. Kumararatne and others re opinion and other closing documents (.4); review various revisions to closing documents and revisions to credit documents based on court's
comments (1.8).
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An add~ionai statement covering such disbursements wil be fumished to you. The abbrevition (PA), (LC),or (DC) following an individuals name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Page No.3
03/11/09
Rosemary White (PA) Prepare and send e-mail requesting bringdown good standings.
0.40
03/ll/09
03/11/09
Thomas G Brockington Review court order in connection with legal opinion.
0.30
Cristy G Parker Coordinate closing and communicate with working group re same. Rushika Kumararatne Work extensively on closing and back up memo; coordinate closing documents.
Garett Sleichter
5.10
03/ll/09
5.50
03/11/09
2.50
Work on DIP closing.
03/12/09
Cristy G Parker Office conference and communicate with M. Litvak and Bingham re closing documents.
Garett Sleichter
0.20
03/12/09
0.50
Attend to DIP post-closing matters.

03/13/09
Cristy G Parker Communicate with J. Kuritz and lenders' counsel re insurance endorsements.
Gregg Amber Review DIP Credit Agreement re sales procedures (.5); conference caB re same and re regulatory issues in sale
(.8).
0.20
03/17/09
1.0
03/17/09
0.10
Prepare and send e-mail to G. Ropp re closing

signature pages.
03/18/09
Cristy G Parker
DIP and SLCA requirements and communicate with J. Kuritz re same.
Analysis of
0.50
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 fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Page No.4
03/19/09
Gregg Amber
0.30
Review DIP and other loan agreements re Vlad

insurance requirement.
03/19/09
Cristy G Parker Provide lenders's counsel with requested documents and assemble closing documents.
0.50
Total HoUrs
85.40
$33,812.50
DISBURSEMENTS AND COSTS ADVANCED

Long Distance Telephone
Duplication Filing Fees
Express Mail
4.80
10.40
1,182.00
18.58
18.95
Miscellaneous
Direct Long Distance

Total Disbursements
70.40
$1,305. i 3
Total Current Fees and Costs
$35,117.63
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be fumished to you.

The abbreviation (PA). (LC).or (DC) following an indlviduars name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INClUDING PROFESSIONAL CORPRA liONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billng Atty.
556546 023353 - 0037

James O'Neal
Date
May 15, 2009
Acme Well
INVOICE SUMMARY
CURENT INOICE SUMMARY:

Professional Fees
227.50 227.50
Wire Instructions
Union Ban of Cali fomi
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.
Additionl disbursemets may have been paid or incurred on your behalf an are not reflected in this statement.
An additional statement covenng such disbursements wil be furnished to you. Tha abbreviation (PA), (LC),or (OC) following an individuals name denotes paralegal, law clerk or docmet clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPRATIONS
111 West Ocean Bou1evard~ Suite 1240

Biling Atty.
556546 023353 - 0037

James O'Neal
Date
May 15, 2009
Acme Well
REMITTANCE COpy

Professional Fees Fees and Costs Due This Invoice
$
227.50 227.50
Wire Instructions
California 18300 Yon Kanan 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.
Union Bank of
Addijional disbursements may have been paid or incurred on your behalf and are not reflected in this statement
An additioal statement covering such disbursements will be furnishe 10 you. Th abbreviatin (PA), (Le),or(DC) folloing an individual's name denotes paralegal. law clerk or doument cleric
TAXPAYERS ACCOUNT
NO 95-519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUOING PROFESSIONA CORPORA nONS
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950
(714)641.5100
1 i 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
556546 023353 - 0037

James O'Neal
Date Page
May 15, 2009

1
RE: Acme Well

03/16/09
Rushika Kumararatne Work on matters related to ACME well.

Rushika Kumararatne
0.20
03/31/09
Correspondence regarding ACME well and deposit account control agreements.
0.50
0,70
$227.50
Total Current Fees Prior Balance Due

Total Balance Due
$227.50 97.50 $325.00
Additional disbursments may have been paid or incurred on your behalf and are not reflted in this statement.
An additional statement covering such disbursements wil be furnished to you,

The abbreviation (PA), (LC).or (DC) following an individuars name denotes paralegal, law clerk or doument clerk.
TAXPAYERS ACCOUNT
NO S5-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714)641-5100

Att: Gerr Tywoniuk, Sr. VP and CPO

Biling Atty.
556547 023353 - 0038

James O'Neal
Date
May 15, 2009
General Corporate Issues
INVOICE SUMMARY
375.00 375.00
Wire Instructions
Union Bank of California 18300 Von Kanan Irvne, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK
Account llunber: 0630 i 33009
Account llame: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
Additinal disbursements may have been paid or incured on your behalf and are not reflected in this statement.
An additional statement covering suc disbursements wil be fiishe to you.

The abbreviation (PA), (LC).or (DC) folloin9 an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519021
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEY ARD SUITE 140

COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Att: Gerr Tywoniuk, Sf. VP and CFO

Biling Att.
556547 023353 - 0038

James O'Neal
Date May 15, 2009
General Corporate Issues
REMITTANCE COPY
375.00 375.00
Wire Instructions
Union Ban of California
18300 Von Ka
Irine, 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 disbursemnts may have ben paid or incurred on your behalf and are not refled in this statement.
An additional statement covering such disbursements wm be fumished to you.

Th abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or docment cler.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 195 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
556547 023353 - 0038

James O'Neal
Date Page
May 15, 2009

1
RE: General Corporate Issues

03/1 0/09
Catherine Parsons
Continue to assist in various post-banptcy filing

matters.
1.50
1.50
$375.00
Total Current Fees
Prior Balance Due
$375.00 0.00
$375.00
Total Balance Due
Addl1onal disbursements may have ben paid or incured on your behalt and are not reflected in this statement. An additinal statement covering such disbursements win be furnished to you.
Th abbreviation (PAl, (LC).or (DC) following an individual's name denotes paralegal, law clerk or docment clark.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CPO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
558151
023353 - 0039
James O'Neal
Date
June 4, 2009
Confidentiality Agreements
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
4,872.50 4,872.50
Wire Instructions
Union Bank of California 18300 Yon Karman Irvine, CA 926 i 2 ABA #: J 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEVARD SUITE 1400

COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
558151 023353 - 0039

James O'Neal
Date
June 4, 2009
Confidentiality Agreements
REMITT ANCE COPY

4,872.50 4,872.50
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
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil 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
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tyvl'oniuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240

Biling Atty.
558151
023353 - 0039
James O'Neal
Date Page
June 4, 2009
I
. RE: Confidentiality Agreements

03/1 0/09
Shigenobu Itoh Review and prepare comments to draft confidentiality agreements (1.3); review correspondence from M. Wiesnger regarding outstanding confidentiality agreements (.3); prepare comments to confidentiality agreement log (.3); prepare and review correspondences with R. Lynd regarding confidentiality agrcement (.4); prepare correspondence to M. Wiesinger and R. Lynd regarding confidentiality agreement (.5); telephone conference with M. Wiesinger regarding confidentiality
agreements (.5).
3.30
03/12/09
Shigenobu Itoh
0.20
Review and prepare correspondences with M. Wiesinger and R. Lynd regarding confidentiality agreements.
03/13109
Shigenobu Itoh
0.10
Review correspondence from M. Wiesinger and R. Lynd regarding confidentiality agreements.

03/1 7/09
Shigenobu Itoh
0.10
Review and prepare correspondence with M. Wiesinger regarding confidentiality agreements.

03/1 9/09
Shigcnobu Itoh
0.60
Review cOlTespondence froni M. Wiesinger regarding

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC).or (DC) following an IndivIdual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements .023353-0039
Page No.2
Lydick/BlueCrest Energy confidentiality agreement (.1); prepare supplement to confidentiality agreement (.3); prepare correspondence to M. Wiesinger regarding comments to confidentiality agreement and supplement to confidentiality agreement (.2).
03/20/09
Shigenobu Hoh
1.50
Review and prepare comments to NordAq confidentiality agreement (.7); prepare correspondence to M. Wiesinger and R. Lynd regarding same (.2); telephone conference with R. Lynd regarding confidentiality agreement (.2); review and prepare correspondence regarding confidentiality log (.4).
03/24/09
Shigenobu Hoh
1.50
Review correspondence from R. Lynd regarding DCOR confidentiality agreement (.2); prepare correspondence to M. Wiesinger regarding same (.2); telephone conference with M. Wiesinger regarding same (.1); telephone conference with counsel for NordAq regarding confidentiality agreement (.3); review comments regarding same (.2); prepare comments to confidentiality agreement (.4); prepare correspondence to NordAq's counsel regarding comments to confidentiality agreement (.1).
03/25/09
Gregg Amber
0.60
Review GE confidentiality agreement (.4); correspondence with D. Katic and S. Hoh re same (.2).
03/25/09
Shigenobu Hoh
4.00
Telephone conference with R. Lynd regarding DCOR confidentiality agreement (.3); review correspondence from G. Amber regarding GE confidentiality agreement (.2); prepare GE confidentiality agreement (.2 ); prepare correspondence to D. Katie regarding GE confidentiality agreement (.2); conferences with G. Amber regarding same (.3); review correspondence from NordAq regarding confidentiality agreement (.2); prepare correspondence to M. Wiesinger regarding same (.3); prepare correspondence to NordAq regarding confidentiality agreement (2.3).
Additional disbursements may have been paid or incurred on your behalf and are not reflected in Uiis statement.

The abbreviation (PA), (LC),or (DC) following an individuars name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
Page No.3
03/26/09
Shigenobu Hoh Review correspondence from NordAq's counsel
0.30
regarding confidentiality agreement (.1); prepare correspondence to M. Wiesinger regarding same (.1); prepare confidentiality agreement and prepare correspondence to M, Wiesinger and NordAq regarding confidentiality agreement (.1).
03/31/09
Shigcnobu \toh
1.70
Review correspondence from G. Amber regarding confidentiality agreement (.1); prepare comments to confidentiality agreement (1 .0); conferences with G. Amber regarding same (.2); prepare correspondences to D. Katic regarding comments to confidentiality agreement (.2); review correspondence from R. Lynd regarding offering memorandum (.2).
03131/09
Gregg Amber Review GE confidentiality agreement (.2); telephone conference and correspondence with D. Katic re same
(.2).
0.40
14.30
$4,872.50
Total Current Fees
$4,872.50
Additional disbursements may have been paid or Incurred on your behalf and are not reflected In this statement.
An additional statement covering such disbursements wil be furnished to you.

The abbreviation (PA), (LC),or (DC) following an indlviduars name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS
(714)641-5100

Billng Atty.
556549 023353 - 0041

James O'Neal
Date
May 15,2009
Securities Issues
INVOICE SUMMARY

Professional Fees
Disbursements and Costs Advanced
$
44,367.50 84.49 44,451.99
Wire Instructions
Calif ami a 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Union Ban of
Account ~urber: 0630133009
Account ~ame: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or Inrred on your behalf and are not reflected in this statement.
An additional sta1ement covering suc disbursements wil be fumish to you.
Th abbreviation (PAl, (LC),or (DC) foUowi an individual's name denotes paralel, law clrk or docent cle.
TAXPAYERS ACCOUNT
NO 95-3519021
RUTAN & TUCKER, LLP

ArrORNEVS AT LAW
(714) 641-5100

Attn: Ger Tywoniuk, Sr. VP and CFO
Invoice No.
Account No.
Biling Att.
556549 023353 - 0041

James O'Neal
Date May i 5, 2009
Securities Issues
REMITTANCE COPY
**.* PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
44,367.50 84.49 44,451.99
Wire Instructions
Union Ban of Cali fomi
18300 Von Karman

Ire, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ruta & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursemets may have been paid or inclTed on your behalf and are not reflected in this statement.
An additional statement covenng suh disbrsemnts wil be furnished to you. Th abbaviation (PA), (LC),or (DC) foUowing an individual's name denotes paralegal, law clerk or documet clerl.
TAXPAYES ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AlTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS
61 I ANTON BOULEVARD SUITE 1400 POST OFACE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CPO
i 1 i West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
556549 023353 - 0041

James O'Neal
Date Page
May 15, 2009

i
RE: Securties Issues

FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 3 1,2009
03/09/09
Cristy G Parker Review opinion (.3); offce conferences and communicate with broker and Computershare re opinion
requests (.2).
0.50
03/09/09
Catherine Parsons Draft legend removal opinions (.5); assist holder in determining status oflegend removal request (.1); communicate with broker regarding legend removal
request (.1).
0.70
03/09/09
Gregg Amber Review K. MacInnes e-mail re TSX listing standards (.3); telephone conference with K. MacInes re de-listing hearing (.3); conference call re TSX issues (.5); review
court order restrcting trading (.4).
1.50
03/10/09
Cristy G Parker Office conference re opinion requests.
0.30
03/10/09
Catherine Parsons Review legend removal requests and prepare opinions (1.3); communicate with holder regarding status of their request and procedure for removing the legend from other certificates (.2); communicate with broker
regarding missing information necessar to complete
1.60
Additnal disbursements may have been paid or incred on your behaW and are not reflct in this statement.
An additionl statement covering suc disbursments will be furished to you. Th abbreviation (PA). (LC),or (DC) folloing an individual's nam denotes paralegal. law clerk 0( document clerk.
RUTAN & TUCKER, LlP

ATfORNES AT LAW

Securities Issues
023353-0041
May 15, 2009 Invoice No. 556549 Page No.2
their multiple requests (.1).

03/1 0/09
Gregg Amber Review K. Macines e-mail re TSX listing standards. Gregg Amber Prepare for and conference call with TSX (.5);
correspondence with varous paries and with K.
0.20
03/1 l/09
1.50
Macines re TSX (.4); review and comment on de-listing

press release (.6).
03/11/09
Cathenne Parsons Communicate with B. Vilarca at Computershare and a broker regarding a pending request.
Cnsty G Parker
0.10
03/12/09
2.00
letter to TSXV (1.2); communicate with K. MacInnes and offce

Review and comment on portions of
conferences re same (.8).
03/12/09
Garett Sleichter Research and respond to K. MacInes and H. Rahmani inquines in connection with TSX Venture Exchange
2.70
application (1.2); draft sumar of anti-dilution

adjustment provisions under lender warants (1.5).
03/12/09
Gregg Amber Work with K. MacInnes on TSX Venture listing issues and review draft submission matenals.
1.20
03/13/09
Cnsty G Parker Review court order re equity trading (.2); offce

conference re calculation of
0.50
record holders (.2);
communicate with K. MacInnes re TSXV application

and with H. Rahmani re AlP (.1).
03/13/09
Gregg Amber Correspondence with G. Tywoniuk re pink sheet trading and with G. Sleichter and D. Katic re 1934 Act registration and ftp site document assembly and maintenance.
1.00
Addijional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.

The abbreviation (PA), (ie',or (DC) following an individual's name denoes paralegal, law clerk or docmet derk.
RUTAN & TUCKER, LLP

Securities Issues
ATTORNEYS AT LAW
May 15,2009
mvoice No. 556549
023353-0041
Page No.3
03/16/09
Cristy G Parker Office conference re opinion requests. Cristy G Parker Review and comment on AIF (4.5); communicate with
0.10
03/16/09
10.10
H. Rahani re same (.2); offce conferences re record holders analysis (.2); draft description of DIP facilty (5.0); telephone conference with G. Tywoniuk re same
(.2).
03/16/09
Garett Sleichter
Research record holders for Section 12g reportng determination.
3.30
03/16/09
Catherine Parsons Respond to broker's inquiry re requirements for removing legend.
0.20
03/17/09
Cristy G Parker Review and comment on AIF (1.2); draft insers for same (5.6); offce conferences and communicate with H. Rahani and G. Tywoniuk re same (.3).
7.10
03/17/09
Rushika Kumararatne Review and provide information to client with regard to
0.50
Anual Report.
03/17/09
Garett Sleichter Research re registered holders and US reporting requirements (,5); telephone conference with Depository Trust Company re same (.3); research for anual information form disclosure (2.3).
Catherine Parsons Review legend removal requests (.3); communicate with multiple brokers requestig additional information
3.10
03/18/09
0.60
necessar to issue opinion for same (.).

03/18/09
Cristy G Parker Review and comment on AIF (1.8); offce conference
and communicate with G. Tywoniuk and H. Rahani re
2.10
same (.3).
Additional disbursements may have been paid or incurred on your behal and are not reflected in this statement
An additional statent covering such disburments will be furnished to you.
Th abbreviation (PA), (Le),or (OC) followng an Individuals name denotes paralegal. law cle", or docment cle",.
RUTAN & TUCKER, LLP

ATTORNEYS AT lAW

Securities Issues
May 15,2009
Invoice No. 556549
023353-0041
Page No.4
03/18/09
Gregg Amber
Review and revise AIF draft.
1.00
03/18/09
Cristy G Parker Office conference and communicate with transfer agent and brokers re opinion requests.
Garett Sleichter
0.20
03/18/09
0.70
Research re US public reporting. 03/19/09
Catherine Parsons Review legend removal requests and draft opinions for same.
0.90
03/19/09
Cristy G Parker Review and revise opinions.

Cristy G Parker Review and comment on AIF and draft risk factors (8.1); office conference and communicate with H. Rahmani and G. Tywoniuk re same (.3).
0.40
03/19/09
8.40
03/20/09
Rushika Kumararatne Update cap table and options tables (2.0); review materials with regards to same (.6).
Gregg Amber Review and revise AIF draf (2.6); correspondence with C. Parker and H. Rahani re same (.2).
Catherine Parsons Review and draft multiple legend removal opinions.
Cristy G Parker Review numerous opinions (.8); offce conferences re same (.1). Cristy G Parker Review and comment on AIF (7.4); communicate with
2.60
03/20/09
2.80
03/20/09
1.60
03/20/09
0.90
03/20/09
8.10
H. Rahani and G. Tywoniuk and offce conferences re same (.2); communicate with L. Marinez and offce
Additional disbursemnts may have ben pad or inurred on your behalf and are not reflected in this statement An aditional statement covering suc disbursements wiU be furnishe to you. The abbreviation (PA), (LC).or (OC) folowing an individual's name denotes paralegal. law clerk or dont clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Securities Issues 023353-0041
May 15, 2009 Invoice No. 556549 Page No.5
conferences re capitalization issues (. t); review and comment on matenal change report (.4).
03/23/09
Cristy G Parker Review opinions (.1); offce conference and communicate with tranfer agent re same (.1).
0.20
03/23/09
Cristy G Parker Review and comment on AIF and portions of financial statements (8.3); office conferences and communicate with G. Tywoniuk and H. Rahani re same (.3). Catherine Parsons Review legend removal requests (.3); draft opinions for
same (.5).
8.60
03/23/09
0.80
03/24/09
Cristy G Parker Review and comment on revised AIF (4.2); offce conference and communicate with G. Tywoniuk and H.
Rahmani re same (.2).
4.40
03/24/09
Cristy G Parker Offce conference re opinion requests. Gregg Amber

Review and revise AIF.
0.20
03/24/09
2.40
03/24/09
Catherine Parsons Review legend removal requests and draft legal opinions; communicate with broker regarding why an opinion could not be issued.
Cristy G Parker Review opinions (.3); offce conference and communicate with Computershare re same (.1).
Cristy G Parker Review and comment on revised AIF (1.2); offce conference and communcate with G. Tywoniuk and H.
Rahmani re same (.3).
0.60
03/25/09
0.40
03/25/09
1.50
03/25/09
Catherine Parsons
1.70
Additional disbursemenls may have ben paid or incurred on your behalf and are nol refeced in this statement
An additinal sttement coveri suc disbursements wil be furnshe 10 you.
Th abbrevia~on (PAl. (LCl.or (DC) following an individual's name denotes paraleal, law clerk or doument clerk.
RUTAN & TUCKER, LLP

Securities Issues
ATTORNEYS AT LAW
023353-0041
May 15, 2009 Invoice No. 556549
Page No.6
Review legend removal requests; draft legal opinions regarding same.
03/25/09
Gregg Amber
Continue review and comment on AIF.
0.60
03/26/09
Cristy G Parker
Telephone conferences with H. Rahani and Computeishare and office conferences re trading halt.
03/26/09
Cristy G Parker Review and Omment on MD&A and AIF (5.9);
communicate with G. Tywoniuk and H. Ralani re
0.50
6.10
same (.2).
03/26/09
Catherne Parsons
Review legend removal requests (.4); draft legend removal opinions for same (.6).
1.00
03/27/09
Cristy G Parker Review AIF revisions.

Cristy G Parker
Draft insert for financials (.8); communicate with L.
0.50
03/30/09
3.50
Marinez ie same (.1); review and comment on portions ofMD&A (2.5); communicate with G. Tywoniuk re
same (.1).
03/30/09
Catherine Parsons Communicate with B. Villarca regarding previously

issued opinions.
0.20
03/31/09
Cristy G Parker Review AIF revisions (.6); communicate with G. Tywoniuk, 1. Creed, L. Martinez and H. Rahani re
disclosure issues (.).
0.90
03/31/09
Catherine Parsons Begin review oflegend removal requests.
0.40
Total Hours
103.00
Additional disbursemets may have been paid or incurred on your behalf an are not reflecte in this statement
An additionl statement coverng such disbursemnts will be furnishe to yo.

Th abbreviation (PAl. (LC).or (DC) following en individual's name denotes paralegal, law clerk or doument clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Securities Issues
023353-0041
May i 5, 2009 Invoice No. 556549
Page No.7
$44,367.50
DISBURSEMENTS AND COSTS ADVANCED

Long Distance Telephone
i 0.56
Duplication
4.50
37.80
31.63
Telecopier
Computer ResearchIisc. Charge
Total Disbursements
$84.49
Total Curent Fees and Costs
Prior Balance Due Total Balance Due
$44,451.99 0.00 $44,451.99
Additional disburements may have been paid or incrred on your behalf and are not refled in lhis statement.
An additonal statement coveng suc disbursements wil be furnished to you. Th abbrevlation (PA). (LC).or (DC) followng an iniviua's name denotes paralegal, law clrk or docment clric

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

PACIFIC ENERGY RESOURCES LTD., et al.,)

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

Objections Deadline: July 7, 2009

at 4:00 p.m. EST

Hearing Date: Only If Objections Are Timely Filed

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

this Court's Local Rules, and the

Cour's "Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing

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

"Interim Period"). In support of ths Application, Ruta respectfully represents as

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

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

authorizing certain professionals ("Professionals") to submit monthly applications for

interim compensation and reimbursement for expenses, pursuant to the procedures

2123/023353-0031 1023640.01 a07/03/09

the requested fees and one

"Retention Order"). (Docket #265.) The Retention Order authorized Rutan to be

Compensation Paid and Its Source

on behalf of the Debtors.

whatsoever in connection with the matters covered by ths Application. There is no

Petition Date, subject to a final reconciliation of the amount actully expended

compensation procedures approved by this Cour and the Banruptcy Code.

the Banptcy Code,

Rutan's computerized billng program by the attorney or paralegal performing the

under the Banptcy Code.

Actual and NecessaTV Expenses

8. A sumar of actual and necessar expenses incured by Rutan for the

of out-going facsimile transmissions. There is no additional charge for long distance

10. With respect to providers of on-line legal research services ~, LEXIS

2123/023353-0031 1023640.01 a07/03/09

disbursements and other charges.

Summary of Services Rendered

Ruta's services is found in Exhibit A.

Fees: $547.50; Hours: 0.9

maintained an online data-room to allow potential purchasers to do due diligence with

Fees: $8,957.00; Hours: 25.60

transaction; and (5) closed the DIP facilty loan.

regarding well-related issues.

counsel; and (2) reviewed and analyzed documents.

the Debtors during the Interim Period, as follows:

4 Rutan inadvertently attached to its initial fee application an invoice for

2123/023353-0031 1023640.01 a07/03/09

Name of Professional Individual

Prior Relevant Experience, Year of Obtaining License to Practice, Are of

Parner 1998; Member of

CA Bar since 1982; Chair

Parer 1983; Member of

CA Bar since 1980;

Parer 1998; Member of

CA Bar since 1981;

Associate 2004; Member ofCA Bar since 2004;

Associate 2006; Member of CA Bar since 2006;

Associate 2007; Member of CA Bar since 2005;

Prior Relevant Experience, Year of Obtaining License to Practice, Are of erti

Hourly, Billing Rate (including

Ruta's Corporate Law

Total Hours: Blended Rate:

(b) the time expended, (c) the natue and extent of

the services rendered, (d) the value of

the allowed expenses ($1,389.62). Ruta also

Dated: July 6, 2009