IN THE UNTED STATES BANUPTCY COURT

FOR TH DISTRICT OF DELAWAR

In re: ) Chapter 11
)
PACIFIC ENERGY RESOURCES LTD., etal., 1) Case

No. 09-10785 (KC)

) (Jointly Admstered)
Objection Deadline: Aua.../'1. 2009 at 4:00 p.rn

Debtors. )

Hearing Date: Only If ~ Are Timely Filed

SECOND MONTHLY APPLICATION FOR COMPENSATION AN REIMBURSEMENT OF EXPENSES OF

JENSEN LUN MACINS LAW CORPORATION, AS

CANADIA COUNSEL TO THE DEBTORS AN DEBTORS IN POSSESSION, FOR THE PERIOD FROM MAY 1. 2009 THROUGH MAY 31. 2009
Name of Applicant:

Jensen Luny MacInes Law Corporation

Debtors and Debtors in Possession
Nunc Pro Tunc to March 9, 2009 by order

Authorized to Provide Professional

Services to:
Date of Retention:

entered on or about April 29,2009

Period for which Compensation and

Reimbursement is Sought:

May 1, 2009 through May 31,2009

$5,320.50
$675.39

Amount of Compensation Sought as Actual,

Reasonable and Necessar:
Amount of

Expense Reimbursement Sought,

includig taxes, as Actual, Reasonable and

Necessar:
Amount of compensation sought for as Actual Reasonable and Necessar for Todd, McMahon Inc., Cour appointed Monitor, including taxes
This is a:
i monthly

$26,250.00

inter

_ fial application.

One prior fee application has been filed.

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

the Debtors' federal tax identication

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

Holdigs, LLC (tax I.D. # not available); Cameros Acqusition Corp. (5866); Pacifc Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Caeros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The the Debtors is 111 W. Ocean Boulevard, Sute 1240, Long Beach, CA 90802. mailg address for all of

68773..OL \DOCS_DE: 1 47450. 1

JLM LAW CORPORATION PROFESSIONALS

Name of Professional

Position of the Applicant,

Number of Years in that Position, Prior Relevant

Hourly

Individual

Bilg

Total Hours

Total Compensation

Experience, Year of Obtaining License to Practice, Area of

.

Rate (including Changes)

$400.00.

Biled

EXDerte
6.1

H. C. Ritchie Clark Q.C. Associate Counse11991; Member of Law Society ofBC since 1974 Law Parer 2005; Member of Kathleen C. MacInes Society ofBC since 1994
Hourak Rahan-Goiji
Counsel 2006; Member of Law

$2,440.00
$70.00

$350.00
$225.00 $100.00 $45.00
5,320.50 20.8 255.79

0.2
11.5
1.6 1.4

$2,587.50
$160.00 $63.00

Noris Pez Grace Doglio

Society ofBC since 2006 Legal Assistant Legal Assistant

Grand Total: $

Total Hours:
Blended Rate: $

COMPENSATION BY CATEGORY

Project Categories

Total Hours
3.0 11.7
6.1

Total Fees
$223.00 $2,657.50 $2,440.00

Case Admstration
General Business Advice
Stay Litigation

68173-01 \DOCS_DE: 147450. 1

JLM EXPENSE SUMMARY

Expense Category
Documentation and

Total
E enses $32.20

photocopyig
Posta e

$1.96
$ 1. 00

Lon Distance

TODD MCMAHON INC. PROFESSIONALS

Name of Professional Position of

Individual

. of Years in that

Hourly the Applicant, Number Biling Position, Prior Rate Relevant Experience, Year of . Obtaining Lic~mse toPi'actice, (including
. Area of EXDertise

. Total

Hours.

. Total Compensation

Biled
53.0 30.0

Ronald G. McMahon
T.A. Chack

Licensed Trstee in Banptcy

(Licensed Trustee since 1977)

Chanf!es) $350.00
$250.00

$18,550.00
$7,500.00

Estate Admstrator, Charered

Accountant, Member of the Institute B.C. since of Charered Accounts of
1966

Jenfer Prior

File Admstrator
Grand Total: Total Hours:
Blended Rate:
$ 26,505.00

$65.00

7.0

$455.00

$ 90.0
$ 277.77

2 PSZ&J may use one or more sece providers. The servce providers identied herein below are the pri

service providers for the categories described.

68773-01 \DOCS_DE: 147450. 1

IN THE UNTED STATES BANUPTCY COURT

FOR TH DISTRICT OF DELAWAR

Inre:

) ) ) )

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et ai., 3 )

Case No. 09-10785 (KC) (Jointly Admstered)

Debtors.

Objection Deadline: A~t+ /71 ioCJ

Hearing Date: Only If Objections Are Timely Filed

SECOND MONTHLY APPLICATION FOR COMPENSATION

AN REIMBUREMENT OF EXPENSES OF JENSEN LUN MACINS LAW CORPORATION, AS

CANADIA COUNSEL TO THE DEBTORS AN DEBTORS IN POSSESSION, FOR THE PERIOD FROM MAY 1. 2009 THROUGH MAY 31. 2009
Title 11 ofthe United States Code (the

Pursuant to sections 330 and 331 of

"Bankruptcy Code"), Rule 2016 of

the Federal Rules of

Banptcy Procedure (collectively, the

"Bantcy Riles"), and the Cour's "Admstrative Order Under 11 US.c. lOS(A) and
331 Establishig Procedures for Interim Compensation and Expense Reimbursement of
Professionals and Commttee Members," entered on or about Apri

8, 2009 (the "Admnistrative

Order"), Jensen Luny Machies Law Corporation ("JLM" or the "Fir"), Canadian counsel to
the Debtors and Debtors in Possession (''Debtors''), hereby submits its Second Monthy
Application for Compensation and for Reimbursement of

Expenses for the Period from May 1,

2009 though May 31,2009 (the "Application").

3 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); Pacifc Energy Alaska Holdigs, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacifc Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailg address for all of

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

68773-00 \DCS_DB: 147450.1

By this Application JLM seeks a monthly interi allowance of compensation in

the amount of $5,320.50 and actual and necessar expenses, including applicable taxes, in the
amount of$675.39, for a total allowance of$5,995.89 and payment of $4,256.40 (80% of

the

allowed fees) and reimbursement of$675.39 (100% of

the allowed expenses and taxes) for a

May 1, 2009 through

total payment of$4,931.79 for the period

MayJ1, 2009 (the "hiteri

Period"). By this application, JLM also seeks a monthy interi allowance of compensation for
Todd McMahon, hic., the British Columbia Supreme Cour appointed Monitor, in the amount of
$26,505.00 in actual and necessary expenses, including applicable taxes in the amount of
$1,250.00 for a total allowance of $27,755.00 and payment of$21,204.00 (80% of

the allowed

fees) and reimbursement of$1,250.00 (100% ofthe allowed expenses and taxes) for a total
payment of $21,454.00 for the period March 9th, 2009 through May 31st, 2009. hi support of this

Application, JLM respectfully represents as follows:

Background
1. On March 9, 2009 (the ''Petition Date"), the Debtors filed voluntar
petitions for relief under chapter 11 of

the Banptcy Code. The Debtors contiue in

possession of their properties and continue to operate and manage their business as debtors in

possession pursuant to sections 1107(a) and 1108 ofthe Bancrptcy Code. A Committee of
Unsecured Creditors ("Commttee") was appointed on or about March 19,2009. No trstee or

examiner has been appointed in the Debtors' chapter 11 cases.

2. The Cour has jursdiction over ths matter puruant to 28 US.C. 157

and 1334. This is a core proceedig pursuant to 28 U.S.C. 157(b)(2).

68773-001\DOCS_DB: 147450.1

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

authorizing certain professionals (''Professionals'') to submit monthly applications for interim

compensation and reimbursement for expenses, pursuant to the procedures specified therein.
The Adistrative Order provides, among other thgs, that a Professional may submit

monthly fee applications. lfno objections are made withi twenty (20) days after service of

the

monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%)
ofthe requested fees and one hundred percent (100%) of

the requested expenses. Beging

with the period ending May 31,2009, at three-month intervals, each Professional shall file and
serve an interi application for allowance of

the amoun.ts sought in its monthly fee applications

for that period. All fees and expenses paid are on an interi basis until fmal allowance by the

Cour.
4. The retention of JLM as Canadian counsel to the Debtors, was approved

effective as of

the Petition Date by tbis Cour's "Order Under Section 327(a) of

the Banptcy
Procedure and Local Rule 2014-1

Code and Rule 2014 of

the Federal Rules of

Banptcy

Authorizing the Employment and Retention of

De

vi

in Jensen as Canadian Counsel for the

Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about
April 29,2009 (the "Retention Order"). The Retention Order authorized Devlin Jensen to be

compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket

expenses. Effective May 1st, 2009, Devlin Jensen changed its name to Jensen Luny MacInes
Law Corporation.

68773-001 \DOCS_DE: 147450.1

JLM's APPLICATION FOR COMPENSATION AN FOR REIMUREMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which JLM requests compensation were performed for or

on behalf ofthe Debtors.

6. JLM 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 JLM and any other person other than the principals of JLM for the

sharg of compensation to be received for servces rendered in this case. JLM has received
payments from the Debtors durng the year prior to the Petition Date in the amount of

$287,890.77, including the Debtors' aggregate filing fees for Canadian stay litigation, in
connection with the prepartion of intial documents and its prepetition representation of

the

Debtors. JLM was curent as of the Petition Date.

Fee Statements
7. Two fee statements for the Interi Period are attached hereto as Exhbits
A and B. These sttements are divided between the Canadian Companies' Creditors

Arrangement Act Proceedigs and general servces rendered for the Debtors and they each

contai hourly breakdowns and describe the tie spent by each attorney and paraprofessional
durg the Interi Period. To the best of JLM's knowledge, this Application complies with

sections 330 and 331 of

the Banptcy Code, the Bantcy

Rules and the Admstrative

68773-001\DOCS_DE: 147450. i

Order. JLM's tie reports are intially handwrtten by the attorney or paralegal perormg the
described servces. The tie reports are organzed on a daily basis. JLM's charges for its

professional services are based upon the time, natue, extent and value of such services and the

cost of comparable servces. JLM has no charges related to any non-workig "travel time".
All amounts, for fees, expsenses, or taxes, are expressed in Canadian Dollars.

Actual and Necessary Expenses

8. A sumar of actual and necessar expenses incurred by JLM for the
Interi Period is attached hereto as par of

Exhbits A and B. JLM customarly charges $0.35

per page for photocopyig expenses related to cases, such as ths one, arsing in British
Columbia. JLM's photocopyig mac1nes 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. JLM sumarzes each client's photocopyig chages on a daily
basis.

9. JLM charges $2.00 per page for out-going facsimle transmissions. There
is no additional charge for 10ng distance telephone calls on faxes. The charge for outgoing
facsimile transmissions reflects JLM's calculation of

the actual costs incured by JLM for the

machines, supplies and extra labor expenses associated with sendig telecopies and is

reasonable in relation to the amount charged by outside vendors who provide simlar services.
JLM does not charge the Debtors for the receipt of faxes in this case.
10. With respect to providers of

on-line legal research serices~, LEXIS

and QUICKLA W), JLM charges the standard usage rates these providers charge for

68773-001 \DCS_DE: 147450.1

computenzed legal research. JLM bils its clients the actual amounts charged by such services,
with no premium. Any volume discount received by JLM is passed on to the client.

11. JLM believes the foregoing rates are the market rates that the majonty of
law fis charge clients for such services. In addition, JLM believes that such charges are in

accordance with the provisions of

the B.C. Legal Professions Act.

Summary of Services Rendered

the parers and associates ofJLM who have rendered

12. The names of

professional servces in these cases durg the Interi Period, and the paralegals and case

management assistants of JLM who provided services to these attorneys durg the Interi

Period, are set forth in the Invoices attached as Exhbits A and B.

13. JLM, by and through such persons, has conducted proceedings in B.C.
pursuant to the Companes Creditors Arangement Act, prepared and assisted in the preparation
of

varous motions and orders submitted to the B.C. Cour for consideration, advised the

Debtors on a regular basis with respect to varous matters in connection with the Debtors'

banptcy cases and business, and performed all necessary professional servces which are
descnbed and narated in detail below. JLM's efforts have been extensive due to the size and
complexity of

the Debtors' banptcy cases.

14. The Supreme Cour of British Columbia, pursuant to the Company

Creditors J Arrangement Act, appointed, as an Offcer of

the Cour, Todd McMahon Inc. as

Monitor and Inormation Officer in the Canadian Company Creditors i Arrangement Act

proceedg.

68773-001 \DOCS_DE: 147450.1

15. The appointment of such Monitor is mandatory pursuant to the provisions

of the Company Creditors J Arrangement Act. The Monitor cares out those fuctions as

directed by the British Columbia Supreme Court and, in paricular, from time to time was
ordered to file reports with the B.C. Supreme Cour as to the progress of

the banptcy

litigation. Although appointed by the British Columbia Supreme Cour, the Monitor's fees are for the account of and to be paid by the Debtors. JLM also seeks payment of the fees ofthe
Monitor.
16. The names of

the parers and associates ofthe Monitor who have

rendered professional services in these cases durg the penod March 9, 2009 through May 31,
2009 and the Case Management Assistants of the Monitor who provided servces to the Monitor
durg the interi period are set out in the invoice attached as Exhbit C. The itemized hours

charged by the Momtor are set fort in the pre-biling sumar attached as Exhbit D.

Summary of Services by Project

17. The services rendered by JLM durg the Interi Period can be grouped

into the categories set forth below. JLM 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 pertaing to one category may in fact be included in another
category. These services perormed, by categories, are generally descnbed below, with a more

detailed identification of the actual servces provided set forth on the attached Exhbits A and B
which identifies the attorneys and paraprofessionals who rendered servces, along with the

68773-QOl\DOCS_DE: 147450.1

number of

hours for each individual and the total compensation sought for each. JLM's

computerized time keeping program does not permt the segregation of services on one file into
tasks. The followig groupings were calculated manually, from the computerized records set

forth in Exhibits A and B.

A. Case Administration
18. Durg the Interi Period, the Fin, among other things: (1) reviewed

correspondence and pleading and forwarded them to appropriate paries; (2) maintained a
memorandum of

Critical Dates; (3) maintained document control; (4) prepared Cour materials;

and (5) maintained service lists.

Fees: $223.00

Hours: 3.0

B. General Business Advice

19. This category includes work related to general business issues. Durng the

Interim Period, the Fir, among other things: (1) attended to communcation procedures
issues; (2) prepared for and parcipated in case status conferences with the client; (3) attended
to Board of Directors issues; and (4) corresponded and conferred regarding general business
advice and exchange issues.
Fees: $2,657.50

Hours: 1 1. 7

C. Stay Litigation
20. This category includes work related to the stay obtaied pursuant to the

Company

'Creditors Arangement Act. Durg the Interi Perod, the Fir, among other

thgs: (1) performed work relevant to the Companies' Creditors Arrangement Act

68773-o01\DOCS_DE: 147450.1

Proceedings; (2) drafted and served Orders and material; (3) performed research; and (4)

corresponded and conferred regarding Canadian stay issues as affecting the banptcy
litigation.
Fees: $2,440.00

Hours: 6.1

Valuation of Services
20.8 hours in

21. Attorneys and paraprofessionals of JLM expended a total

cormection with their representation ofthe Debtors durg the Interi Period, as follows:

JLM LAW CORPORATION PROFESSIONALS

N ameof Professional
Position

Individual

of the Applicant, Number of Years ill that

Position, Prior Relevant

Total Hours. Biled

Experience, Year of Obtaining License to Practice, Area of

Ex ertise
H. C. Ritchie Clark Q.C. Associate Counse11991; Member of Law Society ofBC since 1974 Law Parer 2005; Member of Kathleen C. MacInes Society ofBC since 1994 Law Hourak Rahan-Goiji Counse12006; Member of Society ofBC since 2006 Le al Assistant Noris Pez
$400.00.
6.1
.2

$2,440.00
$70.00

$350.00

$225.00 $100.00 $45.00

11.5
1.6 1.4

$2,587.50
$160.00 $63.00

Grace Do lio

Legal Assistant

Total Hours: $ 20.80

Blended Rate: $ 255.79

Grand Total: $5,320.50

22. Trustees, professionals and paraprofessionals of

Todd McMahon Inc.

expended a total of90.0 hours in connection with its fuction as Cour appointed Monitor durg
the period March 9, 2009 through May 31,2009, as follows:

68773-001\DOCS_DE: 147450.1

TODD MCMAON INC.

Name of Professional

Position of the Applicant, Number

of Years in. that Position, Pnor

Hourly

Individual
.

Billig
. Rate

Total Hours

Total
Compensation

Relevant Experience, Year of

Obtaining License to Practice,

Biled
53.0 30.0
$18,550.00
$7,500,00

(including
Chane;es) $350.00
$250.00

Area of Expertise

Ronald G. McMahon

Licensed Trustee in Banptcy

(Licensed Trustee since 1977)

T.A. Chack

Estate Admstrator, Charered

Accountant, Member of the Institute B.C. since of Charered Accounts of
1964

Jenfer Prior

File Admstrator

$65.00

7.0

$455.00

Total Hours: $ 90.0

Grand Total: $ 26,505.00

Blended Rate: $ 294.50

23. JLM is required by law to charge, collect and remit to the relevant

Governental Authority Provicial Social Serices Tax in an amount equal to 7% of fees

charged and Federal Goods and Servces Tax in an amount equal to 5% of fees charged and of
certai expenses incurred. The requied amounts total Social Servces Tax in the amount of
$372.44 and Goods and Services Tax in the amount of

$267.79.

24. Todd McMahon Inc. is required by law to charge, collect and remit to the
relevant Governental Authority Federal Goods and Servces Tax in an amount equal to 5% of

fees charged and of certain expenses incured. The required amounts ofFederal Goods and
Services Tax total $1,250.00. The Monitor is not required to collect and remit Provicial
Social Services Tax.
25. The natue of

work performed by these persons is fuly set forth in

Exhbits A. Band C attached hereto. These are JLM's and the Monitor's normal hourly rates

68773.001\DCS_DE:!47450.!

for work of

this character. The reasonable value of

the servces rendered by JLM for the

Debtors durg the Interi Period is $5,320.50 and of

that rendered by the Monitor is

$26,505.00.
26. In accordance with the factors enumerated in section 330 of

the

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

the case, (b) the time expended, (c) the natue and extent
such services, and (e) the costs of

ofthe services rendered, (d) the value of

comparable services

other than in a case under the Banptcy Code. Moreover, JLM has reviewed the
requirements of

DeL. Ban. LR 2016-2 and the Admstrative Order and believes that this

Application complies with such Rule and Order.

WHREFORE, JLM respectfully requests that, for the period May 1, 2009
though May 31, 2009 an interi allowance be made to JLM for compensation in the amount of

$5,320.50 and actual and necessar expenses in the amount of

$675.39 for a total allowance of

the allowed fees) and reimbursement of $675.39

$5,995.89, and payment of $4,256.40 (80% of

(100% of the allowed expenses) be authorized for a total payment of $4,931.79. By this
application, JLM also seeks a monthy interim allowance of compensation for Todd McMahon,

Inc., the Cour appointed Monitor, in the amount of$26,505.00 in actual and necessar expenses,
includig applicable taxes in the amount of$1,250.00 for a total allowance of

$27,755.00 and

payment of$21,204.00 (80% of

the allowed fees) and reimbursement of $1,250.00 (100% of

the

allowed expenses and taxes) for a total payment of $21,454.00 for the period March 9th, 2009

68773-00 I \DOCS_DE:147450.1

though May 3151, 2009 (the interi periods), and for such other and fuer relief

as this Cour may deem

just and proper.

Dated: July 22, 2009

JENSEN L

ORPORA TION

H. C. Rite' lark, Q. .
P.O. Box l2077, Suite 2550, 555 West Hastings Street Vancouver, BC V6B 4N5
Telephone: 604-684-2550 Facsimle: 604-684-0916

Canadian Counsel for Debtor and Debtor in Possession

68773-001 \DOCS_DE: 147450. i

VERIFICATION

STATE OF DELAWAR
COUNTY OF NEW CASTLE
H. C. Ritchie Clark, Q.C., after being duly sworn according to law, deposes and
says:
a) I am Associate Counel of

the applicant law fi Jensen Luny MacInes

Law Corporation.
b) I am thoroughly famliar with the work performed on behalf of the

Debtors by the lawyers and paraprofessionals of Jensen Luny MacInes Law Corporation.
c) I have reviewed the foregoing Application and the facts set forth therein

are tre and correct to the best of

my lrow1edge, inormation and belief. Moreover, I have

reviewed DeL. Ban. LR 2016-2 and the Admstrative Order entered on or about April 8,
2009, and submit that the Application substantially complies with such Rile and der.

68773-001 \DCS_DE: 147450.1

J;t hi'"' l)
J ENSENLUNNyMACINNES
Law Corporation

DATE: FILE NO: BILL NO:

12/JUN/09

1426-0 KM
42176
128913258 858909377 138724646 814022349

OUR GST REG.#:

858992035

F'fr' ~ .,ifll\ fJl itGl_A. . 1.: f!y .. '.li4,;'

PACIFIC ENERGY RESOURCES LTD. #1240 - 111 WEST OCEAN BOULEVARD

LONG BEACH. CA 90802

ATTENTION: MR. GERRY TYWONIUK

RE: BANKRUPTCY
TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLOWING:

Date
04/MA Y 109 06/MA Y 109 06/MA Y 109 06/MA Y 109

Lawyer
HRC HR HRC

Staff

Description
REVIEW FILE; TELEPHONE TO MONITOR; SEDAR FILE DIP DOCUMENTS; EMAIL ROB SAUNDERS EMAIL TO SCOTTA MACFARLANE AND ROB SAUNDERS; EMAIL CORRESPONDENCE WITH BERNADETE VILLARICA REGARDING CCAA

Hours
0.50 0.20 0.20 0.10 0.30

Amount
$200.00 $45.00 $80.00 $4.50
$67.50

GO
HR

07/MAY/09

07/MAY/09
11/MAY/09
12/MA Y 109
13/MA Y 109
15/MA Y/09

HRC
HRC
KM

ORDER AND PROVISIONS FOR COMPLETING TRANSFERS ON EXPIRATION OF 20 DAY PERIOD; REVIEW FILE; REVIEW ORDER; DISCUSS FIRM CHANGE; REVIEW PAYMENT APPLICATION; EMAIL

1.00

$400.00 $240.00
$70.00
$200.00 $320.00 $400.00 $600.00 $45.00

0.60 0.20 0.50 0.80 1.00 1.50 1.00

COUNSEL FOR DEBTORS; REVIEW VARIOUS EMAILS FROM SCOTIA

MCFARLANE; REVIEW MATERIALS; PREPARE MATERIALS; PREPARE MATERIALS; DRAFT APPLICATION;

22/MA Y 109

22/MAY/09
25/MA Y 109

HRC HRC HRC HRC

GO

26/MAY/09

GO

REVISE VARIOUS DOCUMENTS; DRAFT NOTICE OF REGISTRATION; SCAN AND EMAIL TO SCOTIA MCFARLANE AND ROB SAUDERS; RESEND EMAIL; RESEND EMAIL TO SCOTIA MCFARLAND AND ROB SAUNDERS; TELEPHONE SCOTIA
MCFARLAND;

0.30

$13.50

Total Taxable Fees:

PO BOX 12077, Suite 2550, 555 West Hatings Street, Haour Centre Tower

$2,685.50

Vancouver, B.C Caada, V6B 4N5; Telephone: (604) 684-2550, Fax: (604) 684-0916
An Association of Law Corporations

Total Fees
DISBURSEMENTS AND O/C:

$2,685.50

Taxable Disbursements:
DOCUMENTATION LONG DISTANCE TELEPHONE CANADA POST Total Taxable Disbursements and O/C:

16.10 0.50 0.98

$17.58
$17.58

TOTAL DISBURSEMENTS AND O/C:

TOTAL FEES:
5.00% GST on Taxable Fees and Disbursements

$2,685,50
$135.16

7.00% SST on Taxable Fees

$187.99
$3.026,23

TOTAL FEES, DISBURSEMENTS AND TAXES:

PREVIOUS OUTSTANDING ACCOUNT -INV. #42091

$31,551.37 $14,135.96

PREVIOUS OUTSTANDING ACCOUNT -INV. #42146

TOTAL AMOUNT DUE AND OWING

$48713.56

PER~~:? .
THIS IS OUR ACCOUNT HEREIN. JENSEN LUNNY MACINNES LAW CORPORATION

',:A~ABlE ON RECEIPT BEAI~m~~ PER MONT (18% PER YE) AFER 30 OAYS E. . O.E.

E)l-,ib-it '
J ENSENLUNNY MACINNES
Law Corporation

DATE: FILE NO: BILL NO:

12/JUN/09

1426-0 KM
42176
128913258 858909377 138724646 814022349

OUR GST REG.#:

858992035
PACIFIC ENERGY RESOURCES LTD. #1240 - 111 WEST OCEAN BOULEVARD

FILE COPY

LONG BEACH, CA 90802

ATTENTION: MR. GERRY TYWONIUK

RE: GENERAL
TO OUR FEES FOR SERVICES RENDERED IN CONNECTION WITH THE FOLLWING:

Date Lawyer Staff Description Hours Amount

01/MAY/09 HR PREPARE FORM OF RESPONSE TO ALBERTA 2.40 $540.00
SECURITIES COMMISSION PER

INSTRUCTIONS FROM GERRY TYONIUK TO

DO SAME; PREPARE FORM OF CEO AND CFO CERTIFICATES FOR RSTATED MD&A FILING, AND COVER LETTER AND NEWS RELEASE, ALL RELATING TO SAME;

01/MAY/09 NP CREATE NEW SUBFILE; UPDATE SUBFILE 0.20 $20.00

LIST;

04/MAY/09 NP SEARCH SEDAR FOR THE DISSEMINATION 0.10 $10.00

OF A NEWS RELEASE BY THE COMPANY;

05/MAY/09 HR DRAFT ENCLOSURE LETTER TO MATERIALS 1.40 $315.00

TO BE FILED WITH ALBERTA SECURITIES COMMISSION; FINALIZE MATERIALS AND FILE SAME WITH ALBERTA SECURITIES COMMISSION; PREPARE DIP DOCUMENTS FOR SEDAR FILING;

06/MAY/09 HR CORRESPONDENE WITH CRISTY PARKER 0.90 $202.50

AND BERNADETTE VILLARICA TO OBTAIN UPDATES ON OPTIONS AND SHARES FOR MONTHLY TSX FILING; PROVIDE UPDATED LANGUAGE FOR INTERIM MD&A ON STATUS

OF CCM FILINGS;

07/MAY/09 HR REVIEW CHANGES TO STOCK OPTIONS AND 1.00 $225.00

COMPLETE FORM 1 WITH TSX;

08/MAY/09 HR REVISE MATERIAL CHANGE REPORT FOR DIP 0.30 $67.50

DOCUMENTS AND SEDAR FILE SAME; EMAIL CONFIRMATION OF FILlNG'TO GERRY

TYONIUK;

11/MAY/09 HR RECEIVE REQUESTS (X4) FOR RE- 3.10 $697.50

REGISTRATION OF INCENTIVE WARRANT , PO BOX 12077, Si.te 2550, 555 West Haings Street, Habour Centre Tower

Vancouver, B.C Caada, V6B 4N5; Telephone: (604) 684-2550, Fax: (604) 684-0916 An Association of Law Corporations

11/MAY/09
12/MA Y 109

NP
HR

12/MA Y 109

NP

14/MAY/09

HR

CERTIFICATES; PREPARE ALL NEW SECURITIES AND DOCUMENTS RELATING TO SAME; COURIER DOCUMENTS TO RECIPIENTS; REVIEW COMPANY'S RECENT FILINGS ON SEDAR; REVISE COVER LETTER AND NEWS RELEASE (RELATING TO RESTATED MD&A) AND EMAIL COPIES OF SAME TO GERRY TYWONIUK AND DARREN KATIC FOR SIGNATURE; OBTAIN EXECUTED DOCUMENTS AND SEDAR FILE SAME; EMAIL CONFIRMATION OF FILING TO BARB THOMPSON OF ALBERTA SECURITIES COMMISSION; TELEPHONE CALL FROM RBC DEXIA REGARDING PROCEDURES TO BE FOLLOWED FOR REMOVAL OF US LEGENDS; FILE ANNUAL CERTIFICATES OF THE CEO AND CAFO WITH THE BCSC, THE ASC, AND THE OSC THROUGH SEDAR; PREPARE FORM OF INTERIM CEO AND CFO CERTIFICATE AND EMAIL SAME TO GERRY

0.10
1.10

$10.00

$247.50

0.20
0.30

$20.00

$67.50
$20.00

TYONIUK;
15/MA Y 109

NP

19/MA Y 109

NP

20/MA Y 109

NP

22/MA Y 109

NP

26/MA Y 109

NP
HR

28/MA Y /09

PREPARE MATERIAL CHANGE REPORT IN ACCORDANCE WITH NI 51-102 FOR THE COMPANY'S NEWS RELEASE DATED MAY 13, 2009; EMAIL TO D. KATIC REGARDING MATERIAL CHANGE REPORT; SCAN MATERIAL CHANGE REPORT AND NEWS RELEASE; FILE A MATERIAL CHANGE REPORT IN RESPECT OF THE COMPANY'S NEWS RELEASE DATED MAY 13,2009; EMAIL TO D. KATIC REQUESTING AUTHORIZATION TO USE E-SIGNATURE IN RESPECT OF THE COMPANY'S NEWS RELEASE DATED MAY 15, 2009; RETRIEVE A COPY OF THE COMPANY'S NEWS RELEASE DATED MAY 15, 2009 FROM SEDAR; EMAIL TO D, KATIC REQUESTING AUTHORIZATION TO USE D. KATIC'S ESIGNATURE TO PREPARE A MATERIAL CHANGE REPORT IN RESPECT OF THE COMPANY'S NEWS RELEASE ISSUED ON MAY 15, 2009; CHECK SEDAR WEBSITE FOR NEW NEWS RELEASES ISSUED BY THE COMPANY; RECEIVE RE-REGISTRATION REQUEST FOR INCENTIVE WARRANT CERTIFICATE AND PREPARE ALL DOCUMENTS RELATING TO SAME;

0.20

0.10 0.50

$10.00 $50.00

0.10

$10.00

0.10
0.50

$10.00
$112.50

Total Taxable Fees:

$2,635,00 $2.635.00

Total Fees
DISBURSEMENTS AND O/C:
Taxable Disbursements:

DOCUMENTATION . LONG DISTANCE TELEPHONE

CANADA POST
Total Taxable Disbursements and oie:

16.10 0.50 0.98

$17,58 $17,58

TOTAL DISBURSEMENTS AND O/C:

TOTAL FEES:

$2,635.00
$132,63 $184.45

5.00% GST on Taxable Fees and Disbursements

7.00% SST on Taxable Fees

TOTAL FEES, DISBURSEMENTS AND TAXES:

$2.969.66 $24,353.93
$3,743.06

PREVIOUS OUTSTANDING ACCOUNT -INV. #42091

PREVIOUS OUTSTANDING ACCOUNT -INV. #42146

TOTAL AMOUNT DUE AND OWING
THIS IS OUR ACCOUNT HEREIN, JENSEN LUNNY MACINNES LAW CORPORATION

$31.066.65

. -'.. Ilmw '"-.... -.

PER:~y

PAYABLE ON RECEIPT BEARING INTEREST OF 1.5% PER MONTH (1 B% PER YEAR) AFTER 30 DAYS E. & O.E.

E~;bA'f c.-,

';1M
Apri

IITODD McMON tNe

1RlE IN &N1J

#525 - 744 West Hastigs Street Vancouver, B.c. V6C IA5 Phone: (604) 697 - 8800
Fax: (604) 647 - 0265

24, 2009

Pacifc Energy Resources Limted c\o Devli Jensen P.O. Box 12077
555 West Hatigs St

Vancouver B.C. V6B 4N5

Att: Mr. H.C. Ritchie Clark, Q.C.

Re: IN TH MATTR OF TH COMPANS CREDITORS ARGElv ACT

. and PACIFIC ENRGY RESOURCES LITED
To our professiona serces in preparg and fig the

Inormation Offcer's (Monitor's) First Report to The Supreme Cour ofBntish Columbia

Our Fee

$25,000.00
1.250.00

GST

$26.250.00

I?C4r ~
TODD McMAON INC.

r tJbJf .h

PACIFIC ENERGY ReSOURCES UMITED

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT. R.S.c. 19B5,c. C-36, as ameJd~cf
Summary of

the Information Offcer's (Monitor) Till91ncurred Hrs. Rate . $ Amount

RG, McMahon

53.00 $30 $18,550

T.A. Chack Clerical

.~O.OO $250 $7,500. 7.00 $65 $456

$26.505

R.G. McMahon - Informon Officer (Monitor)

Feb 17/09 Mar 23/09
1,00 Request to accept Court appointment

3.00 Inlfial review COlJnsel

Mar 30/09
Mar 31/09

3.00 Counsel and review share transactions

3.00 Counsel, documentation reView and share transactions
4.00 PrelimInary FJS review

Ap! 1/09
Apr12/09 Aprll 3/09 April 6/09

4.00 Discussion Counsel and FiS

6.00 Report wiltfng 6.00 Report wrltlrig

6.00 Report Wrijng

Aprll7i09
April 8/09 Aprl10/09
April

3.00 Filing report

5.00 COLlnsel and discussion U,S.

14/09

6.00 Counser and discussion U.S.

April 16'09

4.00 Final file completion

.53.00

T.A. Chack - Estat Adminstr

Aprl/2/09 April 3/09 Aprif 6/09 April 7/09
Apri 8100

6 F/S Review and analysis

6 Share transadloii anaiysTs

6 Praft rport 9 Draft report

3 Final report

30

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)

) Objection Deadline: August 17,2009 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")

Jensen Lunny MacInnes Law Corporation ("JLM"), Canadian counsel to the

debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its

Monthly Application for Compensation and Reimbursement of Expenses of Jensen Lunny

MacInnes Law Corporation as Canadian Counsel to the Debtors and Debtors in Possession,
for the Period

from May 1, 2009 through May 31, 2009, seeking compensation for services in

the amount of $5,320.50 and reimbursement of costs incured in the amount of $675.39 (the
"Application") and Monthly Application for Allowance of Compensation for Todd McMahon,
Inc., the British Columbia Supreme Court Appointed Monitor for the Period March 9, 2009

through May 31, 2009 seeking compensation for expenses in the amount of $26,505.00 and
taxes in the amount of$I,250.00 for a total of$27,755.00.
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

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 1.0. # 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 the Debtors is i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. address for all of

Establishing Proc~dures 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 Banptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern

Time) on August 17, 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 August 17,2009 at 4:00 p.m. prevailng Eastern time, by:
(a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth
Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director;

(b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, iih
Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:

liones~pszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,

11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharash~pszilaw.com (c) the Office of

the United States Trustee, 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 Offcial Committee of

Unsecured Creditors

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper~steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:
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 Bankruptcy 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 Bankptcy Court at such hearing.

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 i 00 percent

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

the Bankruptcy Court.

Dated: July dr, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

Lau a Davis ones (DE Bar 436)

Ira . Kharasch (CA o. 109 84)

ScottaE.McFarland( BarN .4184,CABarNo.165391)

Robert M. Saunders (CA ar 0.226172)

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: liones~pszilaw.com

ikharasch~pszilaw.com
smcfarland~pszi law.com

rsaunders~pszilaw.com
ioneil~pszi law. com

kmakowski~pszilaw.com
Counsel for Debtors and Debtors in Possession.

68773-002\DOCS_DE: 151235.1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

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

Debtors. )

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

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

Pachulski Stang Ziehl & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 2ih day of July, 2009 she caused a copy
of

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

manner indicated:

Notice and Fee Application of Jensen Lunny MacInnes Law Corporation as

Canadian Counsel for the Debtors for the Period May 1- May 31, 2009, including

Expenses for Todd McMahon, Inc., the British Columbia Supreme Court Appointed
Monitor for the Period March 9,2009 - May 31, 2009.

Notar Public

Commission Exp.:
DOCS_DE: 150143.1
i The Debtors in these cases, along with the last four digits of each of

NOTAR PU STATE OF DElA My co ei .I 11. 201

DEBR L. YOU

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (ta 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.

Pacifc Energy Resources Ltd.

Hand Delivery
-.
(Counsel to Official Committee of

Fee App Service List

Case No. 09- 10785
Document No. 147432

Unsecured

03 - Hand Delivery 06 - First Class Mail

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

01 - Interoffice Pouch

1313 Market Street Wilmington, DE 19899

(Counsel for Debtors)

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

First Class Mail (Debtors)

Mr. Gerr Tywoniuk

Senior Vice President & CFO Pacific Energy Resources

111 We. Ocean Boulevard, Ste 1240

Long Beach, CA 90802

Interoffice Pouch to Los Angeles

(Counsel for Debtors)

First Class Mail (Debtors)

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

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

New York, NY 10026

(via First Class Mail) (The Fee Auditor) Waren H. Smith Waren H. Smith & Associates, P.C. Republic Center
325 N. St. Paul, Ste 1250

Los Angeles, CA 90067

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

Dallas, Texas 75201 feeaudit(?whsmithlaw.com

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

Vito 1. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail

(Counsel to Official Committee of

Unsecured

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

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Filberto Agusti, Esquire

Steven Reed, Esquire

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

I?irst Class Mail

:counsel to Official Committee of

Unsecured Creditors)

:tobbin Itkin, Esquire Catherine Piper, Esquire

Celly Frazier, Esquire

;teptoe & Johnson LLP n21 Avenue of the Stars, 28th Floor JOS Angeles, CA 90067
8773-001\DOCS_DE: 147432.1