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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR


In re

Chapter 1 I

PACIFIC ENERGY RESOURCES LTD., et al., J


Debtors.

Case No. 09- 1 0785(KJC) (Jointly Administered)


Hearing Date: To be scheduled

Objections Deadline:

February 9, 2010 at 4:00 p.m.

THIRD QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIA COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 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:

Period for which Compensation and


Reimbursement is Sought:

entered on or about May I, 2009 September 1,2009 through November 30,


20092

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

$250,597.00
$951.66

Necessar:
This is a:
_ monthly

i interim

_ final application.

The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal

Acquisition Corp. (6249); Pacific Energy Alaska Holdigs, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska OperatIng LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 1 I 1 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 1062029.01001119/10

The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $ I ,900.00.

PRIOR QUARTERLY APPLICATIONS FILED

Date .
8/1 0/09

Requested

Requested
$ 12,304.78

Approved
$348,269.50

Approved
$12,304.78

March 9, 2009, $348,269.50 to Ma 31,2009


June 1, 2009 to $620,708.50 August 31, 2009

10/14/09

$1,047.04

Pending. Ruta Pending. Rutan


received $496,930.41 for its monthly a 1ications.

received $1,047.04 for


its monthly a lications.

RUTAN PROFESSIONALS
Position of the Applicant, Number of
Years in that Position,

Name of Professional
.. W' .

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


Parer since 1998;

Hourly,

Biling

Rate (including

Penelope Pares

r'

Total Hours
Rilp.tl
1.5

~ Total
$937.50

Member of CA Bar since


1982Chai of Ruta's

$625.00

Financial Practice GroUD

Duke Wahlquist

Gregg Amber

Partner 1992; Member of CA State Bar since 1982; Member of Trial GrouD
Parner since 1998;

$550.00

.4

$220.00

Member of CA Bar since 1981; Member of


Cornorate Law Groun
James O'Neal
Parer since 1997;

$550.00

51.4

$28,270.00

Member of the Bar since 1969; Member of


Corn

$550.00

.5

$250.00

orate Law GroUD

Cristy G. Parker

Parer since 1998;

Member of CA Bar since 1995' Member of

$450.00

300.4

$ 1 35, I 80.00

indicated above in futue application(s) if it is not included in a prior application.

3 On July 14, 2009, Rutan filed its initial First Quarerly Fee Application. On August
10,2009, Ruta fied its Amended First Quarerly Fee Application.

2123/023353-003 i

1062029.01 001/19/10

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Position of tbe Applicant, Number of Years in that Position,

Name of Professional

I '. .. .

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

Hourly,

-.
2008;

Billng Rate
(including
--

Mattew Grimshaw

Cornornte Law Groiin Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun
Parner since

Total Hours Rilptl


28.4

TotaJ

$380.00

$10,792.00

Edson McClellan

Member of CA Bar since 1998; Member of Labor &


Garett Sleichter
Emnlnvmp.nt Groun Associate since 2004;

$375.00

3.7

$1,387.50

Shawn MonterastelI
R ushika

Member of CA Bar since 2004; Member of Cornorate Law Groun


Associate since 2005;

$375.00

133.6

$50,099.50

Member of CA Bar since 2002; Member of Real


E~tatp. Law Groun

$335.00

1.2

$402.00

Kumararatne
Shigenobu Itoh

Associate since 2006 ; Member of CA Bar since 2006; Member of Cornorate Law Groun Associate since 2007; Member of CA Bar since 2005; Member of
r.nrnorate Law GrouD Associate since 2007;

$325.00

35.9

$11,667.50

$325.00

7.2

$2,340.00

Catherine Parsons

Member of CA Bar since


2007;Member of

$250.00

6.3

$1,575.00

Cornorate Law Oroun


Cyntha Mascio
Paralegal since 1981;

Member of Labor Law


GrOUD
Laurie Biegel

$215.00 $215.00

.8

$ I 72.00

Paralegal since 2002;

Member of Corporate
Law Groun

19.9

$4,278.50

Total Hours: 596.1

Grand Total: $250,591.00

BJended Rate: $419.91

2123/023353-0031
1062029.01 001119/10

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COMPENSATION BY CATEGORY

28.4
28
18.1

24.4 338.2 86.4 28.

I.I
9.6 16.8 2.4
1

EXPENSE SUMMARY
4

Total
14.44 $73.43

Rec i ts attched
Dated: Januar 19,2010

RUTAN & TUCKER, LLP

~ Anton Boulevard, Foureenth Floor teA BarNo. 210424) 611


Costa Mesa, Californa 92626- 1931

Telephone: 714-641-5100 Facsimile: 714-546-9035

email: mgrshaw(irutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
4 Ruta may use one or more service providers. The service providers identified herein

below are the primar service providers for the categories described.

2123/023353-0031
1062029.01 001119/10

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR


In re

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., etal.,)


Debtors.

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


Hearng Date: To be scheduled
Objections Deadline:

February 9, 2010 at 4:00 p.m.

THIRD QUARTERLY 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 SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 2009
Pursuant to sections 330 and 33 I of Title 11 of the United States Code (the

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


(collectively, the "Banuptcy Rules"), and the Cour's "Administrative Order Under 11

US.C. 105(A) and 331 Establishing Procedures for Interim Compensation and
Expense Reimbursement of Professionals and Commttee Members," entered on or about

April 8, 2009 (the "Administrative Order"), Ruta & Tucker LLP ("Ruta" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Thid Quarerly Application for Compensation and for Reimbursement of

The Debtors in these cases, along with the las four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal

Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska -Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031 1062228.01001/19110

Expenses for the Period from September I, 2009 though November 30, 2009 (the

"Application").
By this Application Ruta seeks an interim allowance of compensation in the

amount of $250,597.00 and actual and necessary expenses in the amount of $951.66 for a

tota allowance of $251,548.66 and payment of the unpaid portions of such amounts for

the period September 1, 2009 though November 30, 2009 (the "Interim Period"). In
support of

ths Application, Rutan respectfully represents as follows:

Backf!round

1. On March 9, 2009 (the "Petition Date"), the Debtors filed volunta


petitions for relief under chapter 11 of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections 11 07(a) and 1108 of the Banptcy Code. A
Committee of Unsecured Creditors ("Committee") was appointed on or about March 19,

2009. No trstee 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 pursuat to 28 US.C. 157(b)(2).

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

authorizing certin professionals ("Professionals") to submit monthy applications for

interim compensation and reimbursement for expenses, pursuant to the procedures


specified therein. The Administrative Order provides, among other things, that a

Professional may submit monthy fee applications. If no objections are made within
twenty (20) days after service of the monthly fee application the Debtors are authorized

to pay the Professional eighty percent (80%) of the requested fees and one hundred

2123/023353-0031 1062228.01001119/10

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percent (100%) of the requested expenses. Beginning with the period ending May 3 I,

2009, at thee-month intervals, each Professional shall fie and serve an interim application for allowance of the amounts sought in its monthy 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 ths Cour's "Order Granting

Debtors' Application Pursuat to Sections 105(A), 327, 328, and 330 of the Banptcy
Code Authorizing Debtors to Retain, Employ and Compensate Ruta & Tucker, LLP as
Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the

"Retention Order"). The Retention Order authorized Ruta to be compensated on an


hourly basis and to be reimbursed for actual and necessar out-of-pocket expenses.

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source


5. All services for which Rutan requests compensation were performed for or
on behalf of th 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 Ruta and any other person other than the parers

of Ruta for the sharng of compensation to be received for services rendered in ths case.
Ruta received payments from the Debtors during the year prior to the Petition Date in
the amount of $2,437,169.16.
After the Petition Date, Rutan obtained the Court's

2123/023353-0031
1062228.01 001119/10

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permission to draw on its prepetition retaner to pay the amounts owing to it as of the
Petition Date. The balance remaining from the prepetition retainer was credited to the

Debtors and is being utilzed as Ruta's retainer to apply to postpetition fees and
expenses pursuant to the compensation procedures approved by this Cour and the

Banptcy Code.

Monthlv Fee Applications Covered Bv This Quarterlv Application

7. Ruta's Monthy Fee Applications for the period September 1, 2009,


through November 30, 2009, have been fied and served pursuant to the Administrative

Order.

8. On October 20, 2009, Rutan filed its Seventh Monthy Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special
Counsel to the Debtors and Debtors in Possession for the Period from September I, 2009
though September 30, 2009. The Seventh Monthly Fee Application seeks approval of

$90,318.50 in fees and $1 12.33 in expenses. Pursuat to the Administrative Order, Ruta
was authorized to receive $72,254.80 in fees and $112.33 in expenses. A true and correct
copy of

the Seventh Monthly Fee Application is attched hereto as Exhbit 1.

9. On November 24, 2009, 2009, Ruta filed its Eighth Monthy Application

for Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP as
Special Counsel to the Debtors and Debtors in Possession for the Period from October 1,
2009 though October 31, 2009. lbe Eighth Monthly Fee Application seeks approval of

$67,767.50 in fees and $772.08 in expenses. Pursuant to the Administrative Order, Ruta
was authorized to receive $54,214.00 in fees and $772.08 in expenses. A tre and correct

copy of

the Eighth Monthy Fee Application is attached hereto as Exhbit 2.

2 i 23/023353-003\

1062228.010011191\0

-4-

10. On December 9, 2009, Ruta filed its Ninth Monthly Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special
Counsel to the Debtors and Debtors in Possession for the Period from November 1, 2009

though November 30, 2009. The Ninth Monthy Fee Application seeks approval of
$92,511.00 in fees and $67.25 in expenses. Pursuant to the Administrative Order, Ruta
was authorized to receive $74,008.80 in fees and $67.25 in expenses. A tre and correct

copy of

the Ninth Monthy Fee Application is attched hereto as Exhbit 3.

11. The Monthy Fee Applications covered by this Application contain


detailed daily time logs describing the actual and necessar services performed by Ruta
for the Debtors durng the Interim Period. The Monthly Fee Applications also contain

other detailed information that is required to be included by the Banptcy Code, the

Banptcy Rules, and this Cour's Local Rules.


Relief Requested
12. Rutan requests that the Cour approve payment of one hundred percent

(100%) of the fees and costs incured by Rutan during the Interim Period of September I,
2009, though November 30, 2009.

13. The professional services for which Ruta seeks interim allowance of
compensation, and the attendat costs for which Ruta seeks reimbursement, were

rendered and incured in connection with this case as Ruta discharged its duties as
special corporate and litigation counsel for the Debtors. Ruta's services have been
necessar and beneficial to the Debtors, its estate, and the varous paries in interest.

14. Under 330 of the Banptcy Code, Rutan respectflly submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of

these cases,

2123/023353-0031
1062228.01 aOll19110

-5-

(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. Furter, Rutan has reviewed Local Rule 2016-2 and the
Administrative Order and believes that ths Application complies with requirements of

that Rule and Order.


WHEREFORE, Rutan respectfully requests that the Cour enter and order (i)

approving and allowing on an interim basis Rutan's fees in the amount of $250,597.00
and costs in the amount of $951.66, for a total allowance of $251,548.66; (ii) directing

the Debtors to pay Rutan the outstading amount of such sums; and (iii) granting Ruta
such other and further relief as the Cour deems just and proper.

Dated: January 19,2010

RUTAN & TUCKER, LLP

M TTHEW W. GRIMSHAW (CA Bar No. 210424)


611 Anton Boulevard, Foureenth Floor
Costa Mesa, Californa 92626- 193 1

t~

Telephone: 714-641 -5 I 00
Facsimile: 714-546-9035

Email: mgrmshaw~ruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-0031 1062228.01001119110

-6-

VERIFICA TION

State of California )
County of Orange )
)

Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of

Rutan & Tucker, LLP ("Rutan"), and


the cour of the State of

have been admitted to practice law before all of

California.

b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.


c) I have reviewed the foregoing Thrd Quarerly Application for
Compensation and for Reimbursement of

Expenses of

Rutan & Tucker, LLP Special Counsel to

the Debtors and Debtors in Possession for the Period from September 1, 2009, through
November 30, 2009 (the "Application"). To the best of

my knowledge, information, and belief,

the facts set fort therein are tre and correct.


d) I have reviewed Del. Ban. LR 201 6-2 and the Administrative Order
entered on or about April 8, 2009 (Docket #147J, and submit that the Application substatially

complies such Rule and Order.

Dated: Januar 19, 2010

~-

tthew W. Gnshaw ~

2123/023353~031
1064524.01 001/19/10

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA)
--OPTIONAL SECTION--

CAPACITY CLAIMED BY SIGNER


COUNTY OF ORANGE)
Though statue does not require the Notar to fill in the data
below, doing so may prove invaluable to persons relying on the document.

On this ay of January. 20lQ, before I:c,

I e-t:A.a.L c. C!l)Awu , Notary Public


(here insert name and title ofthe

lE

INDIVIDUAL
CORPORA TE OFFICER(S)

offcer)

personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the perso#-hose nam~
is/.asubscribed to the within instrument, and acknowledged to

mc that he/she/they executed the same in hisLher/the authorized

capacity(~, and that by his/h~r/thiir signaturetson the


instrument the person~r the entity(iestpon behalf of which
the person(~ted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of

TITLE(S)

o o
D

PARTNER(S)

D LIMrTED
the

D GENERAL
ATTORNEY -rN-F ACT

State of California that the foregoing paragraph is true and correct.

W4d and offcial seaL.


SIGNATURE OF NOTARY

o TRUSTEE(S)
GUARDIAN/CONSERV A TOR

ttl-

OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)

(seal)

t J'L L _ .e\:.~~~1D2-l -OPTIONAL SECTION


THIS CERTIFrCA TE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Third Quarterly Application for Compensation and
Though the data requested here is not required by law, it could preveni fraudulent Reimbursement of Expenses reattachment of this fonn.

i No lJ .Cou l 0I CG

J..- '=::~~

NUMBER OF PAGES:
DA TE OF DOCUMENT:

OTHER SIGNER(S) THAN NAMED ABOVE:

I - I a.- ;)l) 17)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR


In re
Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., eta/.,J


Debtors.

Case No. 09- 1 0785(KJC) (Jointly Administered)

Hearng Date: To be scheduled


Objections Deadline:

February 9, 2010 at 4:00 p.m.

NOTICE OF FILING OF THIRD QUARTERLY FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR RUTAN & TUCKER LLP, SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN
POSSESSION FOR THE PERIOD SEPTEMBER 1. 2009. TO NOVEMBER 30.
2009

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee,
(iv) counsel to the Offcial Committee of Unsecured Creditors; and (v) other service paries set forth in the Interi Compensation Procedures Order entered in
this case.

PLEASE TAKE NOTICE that Ruta & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has

filed the attched Third Quarterly 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 September 1, 2009 through November 30, 2009 (the
"Application") with the United States Banptcy Court for the Distrct of Delaware, 824

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 LD. # 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

2 i 23/023353-003 J

1062004.01 001/19/10

Market Street, Wilmington, Delaware 19801 (the "Banptcy Cour"). Pursuant to the

Application, Ruta seeks compensation for services rendered to the Debtors in the
amount of$250,597.00 and reimbursement of costs incured on the Debtors' behalf

in the

amount of$951.66.
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a)

and 331 Establishing Procedures for Interim Compensation and Reimbursement of


Expenses for Professionals and Committee Members (Docket No. 147J (the
"Administrative Order") and must be fied with the Clerk of the United States

Banptcy Cour for the District of Delaware, 824 Market Street, Wilmington, Delaware

19801, and received by no later than 4:00 p.m. prevailng Eastern time on February 9,

2010. PLEASE TAK FURTHER NOTICE that objections or other responses to the
Application, if any, must also be served so that they are received not later than February
9, 2010, 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, Att: Gerr

Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor,
New York, NY 10036, Att: Scott W. Winn, Senior Managing Director; (b) counsel to
the Debtors, (1) Pachulski Stag Ziehl & Jones LLP, 919 Nort Market Street, 17t1 Floor,
Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:

Jiones(coszilaw.com; (2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica
Blvd., 11th Floor, Los Angeles, CA 90067-4100; Att: Ira D. Kharasch, Esq.; Fax: 310201-0760, e-mail: ikharash()nsz law.

com; and (3) Ruta & Tucker, LLP, 61 i Anton

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031
1062004.01 001119110

-2-

Blvd., Ste. 1400, Costa Mesa, CA 92626, Att: Penelope Pares, Esq.; Fax 714-546-

9035, email: pparmes(grutan.com; (c) the Offce of the United States Trustee, 1. Caleb
Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington,

Delaware 1980 i, Att: Joseph McMahon, Esq. and (d) counsel for the Offcial
Committee of

Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121

A venue of the Stas, 28th Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq.,

Fax: (310) 734-3173, e-mail: kpiper(csteptoe.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: icarignan(gpepperlaw.com.

PLEASE TAKE FURTHER NOTICE a hearng on the Application will be held

at the convenience of the Banptcy Cour and wil occur at 824 Market Street,
Wilmington, Delaware.

PLEASE TAKE FURTHER NOTICE THAT IT YOU FAIL TO RESPOND

OR OBJECT IN ACCORDANCE WITH TIDS NOTICE, THE BANKRUPTCY

COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION


WITHOUT FURTHER NOTICE OR HEARNG.
Dated: Januar 19,2010

2123/023353-0031
1062004.01 001119/10

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EXHIBIT 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR


In re

Chapter I I

PACJFIC ENERGY RESOURCES LTD., et al.,1


Debtors.

Case No. 09- I 0785(KJC) (Jointly Administered)


Objections Deadline:

November 11, 2009 at 4:00 p.m.


Hearing Date: Only If Objections Are Timely Filed

NOTICE OF FILING OF SEVENTH MONTHLY FEE APPLICATION

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

PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
tied its Seventh Monthly Application jr Compensation and Reimbursement of Expenses

of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession,
jr the Period from September 1, 2009 through September 30, 2009, seeking
compensation for services in the amount of $90,3 I 8.50 and reimbursement of costs

incurred in the amount of $ 112.33 (the "Application").

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


must be made in accordance with the Administrative Order Under I I 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 1.0. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 I); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i i i W. Ocean

2 i 23/023353-0031

10430450 i a 10/20109

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

Bankptcy 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 November 11,2009
(the "Objection Deadline").

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

that they are received not later than November 11, 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: Gerr 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 Nort Market Street, 1 ih Floor, Wilmington, DE 198998705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionestpszilaw.com;

(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($nszilaw.com; and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Attn: Penelope Pares, Esq.; Fax 714-546-9035, email:
ppanes($rutan.com; (c) the Offce of

the United States Trustee, J. Caleb Boggs Federal

Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,

Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of Unsecured
Creditors (the "Committee"), (i) Steptoe & Johnson LLP, 212 1 Avenue of the Stas, 28th

Boulevard, Suite 1240, Long Beach, CA 90802.

i 123/023353-0031

1043045.01.10/20/09

-2-

Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 173, email: kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100,1313
N. Market Street, Wilmington, DE 19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-

8390, e-mail: icargnan(qpepperJaw.com (the "Notice Paries")

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

Application are timely filed, served and received, a hearng on the Application wil be
held at the convenience of the Bankptcy Court. Only those objections made in wrting
and timely filed, served and received in accordance with the Administrative Order and

the procedures described herein wil be considered by the Bankptcy Court at such
hearing.

PLEASE TAKE 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 (I) 80
percent of the fees and 100 percent of expenses requested in the Application or Oi) 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: October 2., 2009

RUTAN & TUCKER, LLP

~w W. GRIMSHAW (CA Roc No.2 i 0424) 61 I Anton Boulevard, Fourteenth Floor


Costa Mesa, California 92626- i 931
Telephone: 714-641-5100
Facsimile: 7 i 4-546-903 5

~~

Email: mgrimshawrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-003 J 1043045 III .10/2t1/09

-3-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELA WARE

In re Chapter 11
PACIFIC ENERGY RESOURCES LTD., e/ al., i Case No. 09-10785(KJC)

Debtors.

(Jointly Admirustered)
Objections Deadline:

November 11, 2009 at 4:00 p.m.


Hearng Date: Only If Objections Are Timely Filed

SEVENTH 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 SEPTEMBER i, 2009 THROUGH SEPTEMBER 30, 2009
Name of Applicant:

Rutan & Tucker LLP


Special Counsel to Debtors and Debtors in

Authorized to Provide Professional


Services to:

Possession
Nunc Pro Tunc to March 9, 2009 by order

Date of Retention:

Period for which Compensation and


Reimbursement is Sought:

entered on or about May i, 2009 September 1, 2009 through September 30,


20092

Amount of Compensation Sought as


Actual, Reasonable and Necessar:

$90,318.50
$112.33

Amount of Expense Reimbursement Sought as Actual, Reasonable and

Necessar:
This is a:
.. monthJy

interim

_ final application.

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

Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax 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 1 i W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.

This application may include time expended before the time period indicated that has not been included in any prior application. The applicant reserves the right to include any

time expended in the time period indicated above in future application(s) if it is not

2123/023J5HJ031 1043057.01.10/20/09

The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.

PRIOR APPLICATIONS FILED

Date Filed 6/17/09


6/24/09
817/09

. . ~ i

Requested
Fees

Requested
""

Approved
Fpp\1

~pproved
$1,389.62
$ 1 0,542.35

March 9, 2009, to $ 102,732.50


March 3 i, 2009

$1,389.62
$ 10,542.3 5

$82,186.00

April 1, 2009 to $124,537.50


April 30, 2009
May i, 2009 to

$99,630.00 $96,799.60
$ 118,934.00

$120,999.50

May 31, 2009

$372.81

$372.81

8/11/09
8/1 7/09

June i, 2009 to

$148,667.50
$327,090.00

$196.50
$486.93
$363.61

June 30, 2009

$196.50
$486.93

July I, 2009 to July 31,2009

$261,672.00
Pending

9/30/09

August I, 2009 to $144,951.00


August 31, 2009

Pending

RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Ob!aining License to. (including
$550.00

Name of Professional
Gregg Amber

Total Hours
27.5

Total
$15,125.00

Cristy G. Parker

$450.00

112.5

$50,625.00

Matthew Grimshaw

$380.00

10.6

$4,028.00

Edson McClellan

$375.00

3.7

$1,387.50

included herein.

2123/023353-0031
1043057.01 310120/09

-2-

Name of Professional
Garett Sleichter

Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Obtaining License to (including
Associate since 2004; Member of CA Bar since 2004; Member of
$375.00

Total Hours
32.4

Total
$12,150.00

Rushika Kumararatne
Shigenobu Itoh

Associate since 2006; Member of CA Bar since 2006; Member of or aw Associate since 2007; Member of CA Bar since 2005; Member of

$325.00

10.6

$3,445.00

$325.00

.4

$130.00

Catherine Parsons

$250.00

2.3

$575.00

Shawn

Monterastell
Cynthia Mascio
Laurie Biegel

$335.00

1.2

$402.00

$2 I 5.00

.8

$172.00

$215.00

10.6

$2,279.00

Grand Total: $90,318.50 Total Hours: 212.60 Blended Rate: $424.83

COMPENSATION BY CATEGORY

i 1 2J/023353-003 1

1043057.01.10/20/09

-3-

EXPENSE SUMMARY
J

Total

Dated: October 20, 2009

RUTAN & TUCKER, LLP

~THEW W. GRIMSHA W (CA Bar No.2 i 0424)


6 i i Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626- i 93 i

0~_

Telephone: 714-641-5 i 00
Facsimile: 7 i 4-546-9035

Email: mgrimshawrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

Ruta may use one or more service providers. The service providers identified herein
below

are the primar service providers for the categories described.

i 123/023353-0031
1043057.01 . I 0120/09

-4-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELA WARE
In re

Chapter I I

PACIFIC ENERGY RESOURCES LTD., et al., i


Debtors.

Case No. 09- I 0785(KJC) (Jointly Administered)

Objections Deadline: November


11,2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

SEVENTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1.2009 THROUGH SEPTEMBER 30. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the

"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankptcy Procedure

(collectively, the "Banuptcy 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 Seventh Monthly Application for Compensation and for Reimbursement of

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

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

2123/023353-0031 1043219.01.10/20109

Expenses for the Period from September J, 2009 through September 30, 2009 (the
"Application").
By ths Application Rutan seeks a monthly interim allowance of compensation in

the amount of $90,3 J 8.50 and actual and necessar expenses in the amount of $ J 12.33

for a total allowance of $90,430.83, and payment of $72,254.80 (80% of the allowed
fees) and reimbursement of $112.33 (100% of

the allowed expenses) for a total payment

of $72,367. i 3 for the period September 1, 2009 through September 30, 2009 (the

"Interim Period"). Tn support of this Application, Ruta respectfully represents as


follows:

BackerouDd

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


petitions for relief UDder chapter I 1 of the Banptcy Code. The Debtors continue in

possession of their properties and continues to operate and manage their business as

debtors in possession pursuant to sections 1 107(a) and 1108 of the Banuptcy Code.

A Committee of Unsecured Creditors ("Committee") was appointed on or about


March 19, 2009. No trutee or examiner has been appointed in the Debtors' chapter
i J cases.

2. The Court has jurisdiction over ths matter pursuant to 28 U.S.C.


157 and 1334. This is a core proceeding pursuant to 28 U.S.C. i 57(b)(2).

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

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


interim compensation and reimbursement for expenses, pursuat to the procedures

specified therein. The Administrtive Order provides, among other thngs, that a

21231023353-0031 1043219.01 .10120109

-2-

Professional may submit monthly fee applications. If no objections are made withn
twenty (20) days afer service of the monthly fee application the Dcbtors are

authorized to pay the Professional eighty percent (80%) of the requested fees and one
hundred percent (100%) of thc requested expenses. Beginning with the penod ending

May 31, 2009, at thee-month intervals, each Professional shall file and serve an
interim application for allowance of the amounts sought in its monthy 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 Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court's "Order

Granting Debtors' Application Pursuant to Sections 105(A), 327, 328, and 330 of the

Banptcy Code Authorizing Debtors to Retain, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May

I, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be


compensated on an hourly basis and to be reimbursed for actul and necessar out-ofpocket expenses.

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source


5. All services for which Ruta requests compensation were performed for
or on behalf of

the Debtors.

6. Ruta has received no payment and no promises for payment from any

sourcc 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

2 i 23/023353-003 1

1043219.01.10120/09

-3-

agreement or understading between Ruta and any other person other than the

parners of Rutan for the sharng of compensation to be received for services rendered
in this case.
7. Prior to the Petition Date, the Debtors provided Ruta with a retainer to

secure payment of the fees owed to it by the Debtors and the expenses incured by
Rutan on the Debtors' behalf. Rutan received payments from the Debtors durng the

year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date,
Rutan obtained the Cour's permission to draw on its pre-petition retainer to pay

certin amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilzed as Ruta's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by

this Court and the Banruptcy Code.


8. This is Ruta's seventh monthy fee application. In its first monthly fee

application (for the period of March 9, 2009, to March 3 i, 2009), Ruta sought
approval of $ 102,732.50 in fees and $1,389,62 in expenses. Under the Adminstrative
Order, Rutan received approval of $82,186.00 in fees and $ I ,389.62 in expenses with
respect to its first monthy fee application. In its second monthly fee application (for

the period of April I, 2009, to April 30, 2009), Ruta sought approval of $1 24,537.50

in fees and $10,542.35 in expenses. Under the Administrative Order, Ruta received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its third fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.

Under the Administrative Order, Ruta received approval of $96,799.60 in fees and

2123/023353.0031 1043219.01 .10120109

-4-

$372.8 I in expenses with respect to its thrd fee application. Under its four fee

application (for June I, 2009, to June 30, 2009), Ruta sought approval of $ i 48,667.50
in fees and $196.50 in expenses. Under the Administrative Order, Rutan received
approval of $ 118,934.00 in fees and $ I 96.50 in expenses with respect to its four fee

application. Under its fifth fee application (for the period July1, 2009, to July 31,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under
the Administrative Order, Ruta received approval of$261,672.00 in fees and $486.93

in expenses with respect to its fift fee application. Under its sixth fee application
(for August I, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in
fees and $363.6 I in expenses. Ruta's sixth fee application remains pending.

9. Ruta's biling statements for the Interim Period are attched hereto as

Exhibit A. These statements contan daily time logs describing the time spent by each
attorney and paraprofessional durng the Interim Period. To the best of Rutan's

knowledge, this Application complies with sections 330 and 33 i of the Banptcy
Code, the Federal Rules of Banuptcy Procedure, this Court's Local Rules, and the

Administrative Order. Ruta's time reports are either (a) initially handwritten by the
attorney or paralegal performing the described services and then entered into Ruta's
computerized billng program by an administrative assistant or (b) entered directly into

Ruta's computerized billing program by the attorney or paralegal performing the described services. The time reports are then organized on a daily basis. Rutan is
sensitive to issues of "lumping" and, unless time was spent in one time frame on a
varety of different matters for a paricular client, separate time entries are set fort in
the time reports. Rutan's charges for its professional services are based upon the time,

2Ji310i3353.(031
1043i)9.01 alOnOlO9

~5-

nature, extent and value of such services and the cost of comparable services other

than in a case under the Bankptcy Code.


Actual and Necessarv EXDenses

i O. A summary of actual and necessary expenses incured by Rutan for the


Interim Period is attached hereto as par of Exhibit A.
i l. Rutan charges $0. i 0 per page for photocopying expenses related to

cases, such as this one, arsing 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 nwnber into a device attached to the photocopier.
Rutan summarzes each client's photocopying charges on a daily basis.

12. Ruta 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
distace telephone calls on faxes. The charge for outgoing facsimile transmissions

reflects Rutan's calculation of the actual costs incured by Ruta 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.
i 3. With respect to providers of on-line legal research services (M,,

LEXIS and WESTLA W), Ruta charges the stadard 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 Rutan
is passed on to the client.
14.

Ruta believes the foregoing rates are the market rates that the majority

2123/023353-003 i 1043219.01 .10120/09

-6-

of law finns 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 disbursements and other charges.

Summary of Services Rendered


i 5. The names of the parners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and

case management assistats of Ruta who provided services to these attorneys durng

the Interim Period, are set forth in the attched Exhibit A.

16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to varous corporate

and litigation matters in connection with the Debtors' banptcy cases, and
performed all necessary professional services which are described and narated in

detail below. Rutan's efforts have been extensive due to the size and complexity of
the Debtors' banruptcy cases.

Summary of Services by Project


i 7. The services rendered by Ruta 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 certin
services may relate to one or more categories, services pertining to one category may
in fact be included in another category. lbese services performed, by categories, are

generally described below, with a more detailed identification of the actual services

provided set fort on the attched Exhibit A, which identifies the attorneys and

i I 23102335Hl03 J

1043219.01.10120/09

-7-

paraprofessionals who rendered services relating to each category, along with the

number of hours for each individual and the total compensation sought for each
category.
A. General Case Administration
i 8. During the Interim Period, the Firm, among other things: (I) reviewed

and analyzed documents; (2) analyzed issues relating potential claims and creditor

assertions; (3) participated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $4,683.50; Hours: 10.70
B. Fee Application

19. Durng the Interim Period, the Firm, among other things: (l) prepared
its monthly fee application and supporting docwnentation; (2) reviewed and responded

to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and
(3) corresponded with others regarding Ruta's fee applications.
Fees: $3,876.00; Hours: 10.20

C. Corporate Governance

20. During the Interim Period, the Firm, among other things: (i) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and

analyzed documents; (3) updated and helped maintain the Debtors' corporate books

and records, and (4) communicated with and advised the Debtors.

Fees: $S,1l4.00; Hours: 16.30


D. Alaska Asset Sale

21. During the Interim Period, the Firm, among other things: (i) performed

work in connection with a potential sale of certin of the Debtors' assets located in

21231023353-0031
1043219.01 .10120/09

-8-

Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain

of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential

purchasers to do due diligence in connection with potential sales of assets; (4)


communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due diligence with respect to the potential
sale of certn of Debtor's Alaska assets; and (6) communicated with and advised the

Debtors with respect to the potential sale of certn of its Alaska assets.
Fees: $57,947.50; Hours: 129.10
. E. Beta Asset Sale

22. During the Interim Period, the Finn, among other things: (1)
maintained an online data-room to allow potential purchasers to do due dilige!lce in

connection with potential sales of assets; (2) reviewed and analyzed documents for

posting in the data-room; (3) communcated and corresponded regarding potential


sales of assets; (4) drafted and revised a purchase and sale agreement for the potential

Beta transaction; (5) analyzed issues relating to potential sale of assets; (6) perfonned
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $4,159.50; Hours: 11.20

F. Financing
23. During the Interim Period, the Finn, among other things: (1) analyzed
issues relating to an amendment to the tenns of the debtor-in-possession financing
transaction; (2) negotiated and drafted an amendment to the debtor-in-possession

credit facility; (3) analyzed issues relating to potential transactions; (4) analyzed issues

relating to potential trsactions; and (5) communicated with and advised the Debtors

212.11023353-0031 1043219.0J .10120/09

-9-

regarding various proposed transactions.


Fees: $9,006.00; Hours: 19.90

G. General Corporate Issues

24. During the Interim Period, the Firm, among other things: (i) reviewed

and analyzed documents; (2) researched legal issues; and (3) communicated with and
advised the Debtors regarding these issues.
Fees: $1,242.50; Hours: 3.80
H. Confidentjalitv A2reements

25. During the Interim Period, the Firm, among other things: (I) negotiated

and drafted numerous confdentiality agreements in connection with the potential sale
of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors

regarding confidentiality issues; and (3) corresponded and communicated with


potential purchasers regarding confidentiality issues.
Fees: $ i 30.00; Hours: AD
i. General Contract Review And Preparation

26. During the Interim Period, the Finn, among other things: (i) reviewed
and analyzed documents; (2) communcated with and advised the Debtors regarding

certin contracts; and (3) communicated with creditors regarding certin contracts.
Fees: $3,364.50; Hours: 9.10

.J. Securities Issues

27. Durng the Interim Period, the Fir, among other things: (J)
communicated with varous brokers of restricted securities; and (2) analyzed issues
relating to Debtor' restricted securties.
Fees: $795.00; Hours: 1.90

i i 231023353.003 i
1043219.01 .10120/09

-10-

Valuation of Services
28. Attorneys and paraprofessionals of Ruta expended 2 i 2.6 hours in

connection with their representation of the Debtors during the Interim Period, as
follows:

RUTAN PROFESSIONALS
Position of tbe Applicant, Number of
Years in that Position,

Name of Professional
Gregg Amber

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

Hourly,

Biling Rate
(including
$550.00

Total Hours
27.5

Total
$15,125.00

Cristy G. Parker
-

$450.00

112.5

$50,625.00

Matthew Grmshaw

$380.00

10.6

$4,028.00

Edson McClellan

$375.00

3.7

$1,387.50

Garett Sleichter

$375.00

32.4

$12,150.00

Rushika Kumararatne
Shigenobu Itoh

$325.00

10.6

$3,445.00

$325.00

.4

$ 130.00

Catherine Parsons

$325.00

2.3

$575.00

2J 231023353-003 1

1043219.01 aJO/20/09

- I 1-

Position of the Applicant, Number of


Years in that Position,

. Shawn

Name of Professional ..

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

Hourly,
(including
i

"" .

n. ;;
$335.00

Biling Rate

Total Hours
Rilf'il
1.2

Total
$402.00

Associate since 2005;

Monterastell
Cynthia Mascio

Member of CA Bar since 2002; Member of Real Estate law Groun


Paralegal since 1981
Member of

$215.00

.8

Labor Law

$172.00

Group
Laurie Biegel

Paralegal since 2002;

Member of Corporate
Law Groun

$215.00

10.6

$2,279.00

Grand Total:

Total Hours: Blended Rate:

$ 90,318.50 212.60 $424.83

29. The nature of the work performed by these persons is fully set fort in

Exhibit A. The rates charged by Ruta's professionals and paraprofessionals are


typical for the nature of the work, and the reasonable value of the servces rendered by
Ruta to the Debtors durng the Interim Period is $90,318.50.

30. Under 330 of the Banptcy Code, Ruta respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of

these

cases, (b) the time expended, (c) the nature and extent of

the services rendered, (d) the

value of such services, and (e) the costs of comparable services other than in a case
under the Banuptcy Code. Furher, Ruta has reviewed Local Rule 20 I 6-2 and the

Administrative Order and believes that this Application complies with requirements of
that Rule and Order.

WHEREFORE, Rutan respectflly requests that, for the period from September 1,

21231023353-0031 1043219.01.10120109

-12-

2009, to September 30, 2009, it be awarded on an interim basis $90,430.83, consisting of

fees in the amount of $90.3 I 8.50 and expenses in the amount of $112.33, and that it be
authorized to receive a payment from the Dehtor of $72,254.80, consisting of 80% of the

allowed fees ($90,318.50) and 100% of the allowed expenses ($112.33). Rutan also
requests such other and further relief as the Court deems just and proper.

Dated: October Zi, 2009

RUTAN & TUCKER, LLP

--~~

:TTHEW W. GRIMSHAW (CA Bar No. 210424)


611 Anton Boulevard, Foureenth Floor

Costa Mesa, California 92626-1931


Telephone: 714-641-5100 Facsimile: 714-546-9035

Email: mgrimshaw~ruta.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

21231023353-0031

1043219.01.1012010

- I 3-

VERIFICATION

State of California )
County of Orange )
)

Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of

Rutan & Tucker, LLP ("Rutan"), and


the court of

have been admitted to practice law before all of

the State of Californa.

b) i am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.


c) 1 have reviewed the foregoing Seventh Monthly Application for
Compensation and for Reimbursement of

Expenses of

Rutan & Tucker, LLP Special Counsel to

the Debtors and Debtors in Possession for the Period from September 1, 2009, though
September 30,2009 (the "Application"). To the best of

my knowledge, information, and belief,

the facts set forth therein are true and correct.

d) I have reviewed DeL. Ban. LR 2016-2 and the Administrative Order

entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.

Dated: October 2.2; ,2009

M ttew W. Grimshaw

ii 23/023353.003 1
1043391.01 .10120/09

CALlFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA)
COUNTY OF ORANGE)
--OPTIONAL SECTION--

CAPACITY CLAIMED BY SIGNER


Though sttue dos nol require the Notar to fill in ile data
below, doing so may prove invaluable to persons relying on the

doument.

On 1~ day of Oct9Pe~efor'e.me,

~ /'l1 i IV
(here insert name and title of the offcer)

I!
, Notay Public

INDIVIDUAL
CORPORA TE OFFICER(S)

personally appeared Mattew Grimshaw and proved to me on the

basis of satisfactory evidence to be the personL) whose nameEs) is/are subscribed to the within instrument, and acknowledged to

me that he/~y executed the same in his/her/their authorized capacity(~and that by hislhr!th~r signature~6) on the
instruent the personEs or the entity~) upon behalf of

TITLE(S)

which

the persoi) acted, executed the instrument.


I certify under PENALTY OF PERJURY under the laws of

o
o

PAR TN ER(S)

o LIMITED
the

o GENERAL
ATTORNEY-IN-FACT

State of California that the foregoing paragraph is true and correct.

o TRUSTEE(S)

-~--_. ~."'792212 l r--~- -~-CO~wiN-t No PU . CaInl l


Lseal)

o GUARDIAN/CONSERVATOR

OTHER:

SIGNER is REPRESENTING:
NAM OF PERSON(S) OR ENTITY(ff)

0f couty _i. -L _. ~~~F28.2D12 r


OPTIONAL SECTION

THIS CERTIFICATE MUST BE ATfACHED TO THE TITLE OR TYPE OF DOCUMENT:


DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is nol required by i.w, ii could prevenl fraudulent Reimbursement of Expenses reattachment of this forni.

Seventh Monthly Application for Compensation and

NUMBER OF PAGES:
DA TE OF DOCUMENT:

OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

TAXPAYERS ACCOUNT
NO 95-J5'90n

RUTAN & TUCKER, LLP


ATlORNEYSAT 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 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566852 023353 - 0029


James O'Neal

Date

October 5, 2009

General Case Administration

INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Duc This Invoice

4,683.50 4,683.50

Wire (nstructjons
California 18300 Von Karman Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Refereiice: Please refer to the invoice number listed above.
Union Ban of

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covenng such dlsbursemenls will be furnished to you The abbreviation (PAl. (LC).or (DC) following an individual's name denotes paralegaL. law cieri or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER. LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Paci tic Energy Resources Ltd.

Invoice No.
Account No.

Attn: Gerr Tywoniuk, Sr. VP and CFO


1 i i West Ocean Boulevard, Suite 1240

566852 023353 - 0029


James O'Neal

Long Beach, CA 90802

Billing Atty. Date

October 5, 2009

General Case Administration

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

4,683.50 4,683.50

Wire Instructions
Union Bank of California i 8300 Von Kannan Irvine, CA 92612

ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to thc invoice number listed above.

Additional disbursements may have been paid Or incurred on your behaff and are not renected in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (Le),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 CORPORATIONS

61 i ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950


COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacifc Energy Resources Ltd.

Invoice No.
Account No.
Billing Atty.

Attn: Gerr Tywoniuk, Sr. VP and CFO


III West Ocean Boulevard, Suite 1240

566852 023353 - 0029


J ames O'Neal

Long Beach, CA 90802

Date Page

October 5, 2009
I

RE: General Case Administration


FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009

09/03/09

Cristy G Parker Participate in weekly working group update calL.


Gregg Amber Participate in weekly working group update calL.
Garett SleIchter

1.00

09/03/09

1.00

09/03/09

1.90

Review California onshore title conveyance documents and overriding royalty interests granted to Laurus Master Fund.
09/03/09
Garett Sleichter

1.00

Participate in weekly working group update calL.

09/03/09

Garett Sleichter Research and respond to Pachulski Stang request for documents.
Cristy G Parker Paricipate in weekly working group update calL.
Gregg Amber Review agenda items and participate in weekly group
update calL.

0.70

09/10/09

0.70

09/1 0/09

0.90

09/17/09

Gregg Amber

0.70

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individual's name denoles paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


General Case Administration

October 5, 2009 Invoice No. 566852

023353-0029

Page No.2

Participate in weekly working group update calL.


09117/09

Cristy G Parker Participate in working group update calL.


Matthew Grimshaw Email exchange with G. Amber rt lease for new offce space and review of proposed new lease.

0.70

09/17/09

0.20

09/24/09

Cristy G Parker Participate in weekly working update calL.


Garett Slcichter

0.80

09/24/09

0.90

Prepare for and participate in weekly working group


update calL.

09/25/09

Catherine Parsons Communicate with M. Cervi regarding the client's potential record retention requirements upon dissolution.

0.20

Total Hours
Total Professional Services

10.70

$4,683.50

Total Current Fees

$4,683.50
36,320.00 (19,133.60)
17,186.40

Previous Balance Due Payments and Adjustments Prior Balance Due

Total Balance Due

$21,869.90

ACCOUNTS RECEIVABLE
o - 30 DA YS

$4,683.50

31- 60 DAYS $11,659.00

61 - 90 DAYS $1,619.90

91 - 180 DAYS

$3,907.50

OVER 180 $0.00

Additional disbursements may have been paid or incurred on yor behalf and are not reflected in this stalement.

An addilional statement co..e..ing such disbursements will be fumished to you The abbreviation (PAl. (LC).or (DC) following an rndividual's name denotes paralegaL. law clerk or document clerk

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, llP


A TTORNEYS AT LAW

1\ PARlNERSHIP 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 J West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566853 023353 - 0031


James O'Neal

Date

October 5, 2009

Fee Application

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced

Fees and Costs Due This Invoice

3,876.00 5.70 3,881.70

Wire Instructions
Union Bank ofCaJifomia
i 8300 Yon Karman

Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number Jisled above.

AdditiDnai disbursements may have Deen paid or incurred Dn YDur behalf and are nDI ,eNected In Ihis statement.

An additiDnal sialement cDvering such disbursements will be furnished 10 you. The abbreviation (PA), (lC),or (DC) fDIIDwing an individual's name denDtes paralegal, law clen. Dr document c1en..

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS

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 ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

566853
023353 - 003 i James O'Neal

Date

October 5, 2009

Fee Application

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT fNVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice

3,876.00 5.70 3,881.70

Wire Instructions
Union Bank of Cali fomi

18300 Von Karman Irvine, C A 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Piea~e refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement

An additional statement covering such disbursements wiI be furnished to you.


The abbreviation (PAl. (LC).Dr (DC) following an individual's name denotes paralegal. law clerk or document oIerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEY ARD 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.
Biling Atty.

566853
023353 - 003 I J ames O'Neal

Date Page

October 5, 2009
I

RE: Fee Application


FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009
09/0 I /09

Matthew Grimshaw Email exchange with S. McFarland and G. Amber re certificate of no objection to Rutan's June fee application
(.2).

0.20

09/09/09

Matthew Grimshaw Confer with G. Amber re interim fee application issues


(.2).

0.20

09/11/09

Matthew Grimshaw Email to fee auditor's offce re report regarding Rutan's first interim fee application (. I); review and analyze fee auditor's report and additional information needed for reply (.4); confer with C. Parker re getting the additional information requested by the fee auditor (. i); confer with L. Willrich re obtaining additional information requested by fee auditor (. I); confer with S. Pignone and G. Amber re additional information requested by fee auditor (.2); confer with G. Sleichter re additional information requested by fee auditor (. i); confer with R. K umararatne re additional information requested by fee auditor (.1); review various emails from C. Parker containing additional information requested by fee auditor (.2); Matthew Grimshaw Email from Ms. Parnell of fee auditor's offce (.1).

1.0

09/14/09

0.10

Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An addillonal statement covering such disbursements will be furnished to you. Th. abbreviation (PA), (LC),or (OC) following an individual's name denoles parale9al, law clerk or document clerk

RUTAN & TUCKER, LLP


ATTORNEYS AT ULW

Pacific Energy Resources Ltd.


Fee Application

October 5, 2009 Invoice No. 566853

023353-003 i

Page No.2

09116/09

Matthew Grimshaw Email exchange with L. Willrich re additional information requested by fee auditor (.3); Matthew Grimshaw Review email from S. McFarland re second interim fee
application (. i).

0.30

09/2 i /09

0.10

09/22/09

Matthew Grimshaw Confer with G. Sleichter re additional information requested by fee auditor (.2); send email to G. Sleichter
re same (.1);

0.30

09/23/09

Matthew Grimshaw Begin drafting response to fee auditor's report re Rutan's first interim fee application (.7).

0.70

09/24/09

Matthew Grimshaw Analyze issues raised by fee auditor and work on same(.9); email exchange with G. Amber re reasons for overtime for response to fee auditor's report (. i); work on
second quarterly fee application (.4).

1.40

09/25/09

Matthew Grimshaw Finalize Rutan's response to Fee Auditor's initial report regarding Rutan's first interim fee application (1.0); email same to fee auditor (.1); work on August fee
application (1.8).

2.90

09/28/09

Matthew Grimshaw Email exchange with Ms. Pamell of fee auditor's office (.2); finalize August fee application (2.1).

2.30

09/29/09

Matthew Grimshaw Finalize August fee application (.2); email exchange with S. McFarland re filing same (.2).

0.40

Total Hours
Total Professional Services

10.20

$3,876.00

Additional disbursements may have been paid or incurred on your behalf and are not reflcted in this statement. An additional statement covering such disbursements wil be furnished 10 you. The abbreviation (PAl. (LC).or (OCl following an individual's nama denotes paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


Fce Application

October 5,2009

023353-0031

Invoice No. 566853 Page No.3

DISBURSEMENTS AND COSTS ADVANCED


Duplication
5.70

Total Disbursements

$5.70

Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

$3,881.70
18,791.26 (9,209.06)

9.582.20
$ i 3,463.90

ACCOUNTS RECEIVABLE
0- 30 DA YS

31- 60 DAYS

$3,881.70

$7,292.00

61 - 90 DAYS $1,363.00

91- 180 DAYS $927.20

OVER 180
$0.00

Additional disburnements may have been paid or incrred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.

Th abbreviation (PAl, (LC1,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 INCI UDING PROFESSIONAL CORPORATIONS

61 i 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 II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.

Account No,
Billing Atty.

566854 023353 - 0032


James O'Neal

Date

October 5, 2009

Corporate Governance

INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

5,114.00 5,114.00

Wire Instructions
California 18300 Yon Kanan Irvine. CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of

Additional disbursements may have been paid or incurred on your beha~ and are nol reflected in this statement. An additional statement covering such disbursements wil be furnished 10 you.

The abbrevialion (PAl, (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-J519027

RUTAN & TUCKER, LLP


A TTORNEYS 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: Geny Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566854 023353 - 0032


James O'Neal

Date

October 5, 2009

Corporate Governance

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

5, i i 4.00

Fees and Costs Due This Invoice

5,114.00

Wire Instructions
Union Bank of Cali fomi

18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK
Account Number: 0630 133009

Account Name: RUlan & Tucker LLP


Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 9503519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTN;RSHIP INCLUDING PROFESSIONAL CORPORAl IONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
i i 1 West Ocean Boulevard, Suite i 240

Invoice No.
Account No.
Billing Atty.

566854 023353 - 0032


James O'Neal

Long Beach, CA 90802

Date Page

October 5,2009
i

RE: Corporate Governance


FOR PROFESSIONAL SER VICES RENDERED THROUGH SEPTEMBER 30, 2009

09/02/09

Laurie Biegel ( P A)
Review servce of

0.10
process and forward same to G.

Amber.

09/03/09

Gregg Amber Work on minutes of August 27 board meeting.


Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings.
Laurie Biegel ( P A)
Review service of

0.50

09/03/09

1.00

09/08/09

0.20

process and forward same to G.

Amber.
09/1 0/09
Laurie Biegel ( P A)

0.40

Follow up regarding request from B. Lyng for offcer

resolutions.

09/11/09

Gregg Amber Telephone conference with G. Tywoniuk re director and


offcer requirements (0.2); review corporate bylaws re

0.60

same (0.2); correspondence with G. Tywoniuk with


answers to his questions re same (0.2).

09/14/09

Gregg Amber

1.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you

The abbreviation (PA). (Lel.or (DC) following an individual's name denotes paralegal. law clerk Of document clerk

RUTAN & TUCKER, LLP


A TTORNfYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

October 5, 2009 Invoice No. 566854

Page No.2

Conference with P. Parmes and telephone conference with G. Tywoniuk re board and management restructure and related 0&0 liability issues (0.8); correspondence
with G. Tywoniuk re minutes of

board meetings (0.2).

09/ I 5/09

Gregg Amber Review e-mail from G. Tywoniuk re matter to be discussed at board meeting and telephone conference with G. Tywoniuk re same (0.3); prepare for, attend and
take minutes at Board meeting (0.8)

1.0

09/ 16/09

Laurie Biegel ( P A)

0.80

Conference with R. Kumararatne( O. i 0); prepare Board


resolutions (0.70).

09/16/09

Gregg Amber
Prepare board meeting minutes.

0.80

09/ 17/09

Laurie Biegel ( P A)

2.30

Attend to matters and prepare consents pertaining to offcer changes and potential director changes for subsidiaries.
09117/09

Gregg Amber Review G. Tywoniuk comments and finish minutes of Board meeting (0.3); correspondence with G. Tywoniuk, R. Kumararatne, J. Kuritz and B. Lyng re secretarys
certificates needed for bank (0.2).

0.50

09/ 18/09

Laurie Biegel ( P A)

2.70

Review and organize signature pages to corporate resolutions.


09/21/09
Laurie Biegel ( PA)
Revise consents regarding appointment of offcers and

0.40

list of offcers.
09/24109
Laurie Biegel ( P A)

0.80

Continue review and organization of signature pages to


corporate resolutions.

09/24/09

Gregg Amber

0.20

Additional disbursements may have been paid or incurred on your behalf and are nol renected in this stalement. An additional stalement covering such disbursements will be furnished to you.

Th abbreviation (PAl. (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. Corporate Governance 023353-0032

October 5,2009

Invoice No. 566854 Page No.3

Review board resolution proposed by MMS and telephone conference with G. Tywoniuk re same.

09/25/09

Laurie Biegel ( P A)

1.40

Continue review and organization of corporate documents.

09/29/09

Laurie Biegel ( P A)

0.20

Obtain signature on meeting minutes (.1); prepare email to Ms. Allen regarding same (. I).

09/30/09

Laurie Biegel ( P A)

1.0

Prepare consents regarding director changes (i .00);


update Minute Books and index thereto (.3).

Total Hours
Total Professional Services

16.30
$5,1 14.00

Total Cun'ent Fees

$5, I 14.00

Previous Balance Due

Payments and Adjustments Prior Balance Ouc

i 7,23 i.40 (10,033.50)

7,197.90

Total Balance Due

$12,311.90

ACCOUNTS RECEIVABLE
o - 30 DAYS $5,114.00
31- 60 DA YS

$3,885.00

61 - 90 DAYS $1,123.20

91-180 DAYS $2,189.70

OVER 180 $0.00

Additional disbursements may have been paid or incurred on yuur b~half and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you.

The abbreviation (PAl. (lC).or (DC) following an individual's name denotes par-dlega!. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-J519127

RUTAN & TUCKER, UP


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

Pacitc Energy Resources Ltd.

1nvoice No.
Account No.
Biling Atty.

Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

566855 023353 - 0033


James O'Neal

Date

October 5, 2009

Alaska Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees

Disbursements and Costs Advanced

57,947.50 86.63
58,034. i 3

Fees and Costs Due This Invoice

Wire Instructions
Union Bank of California i 8300 Von Karman Irvine, CA 92612

ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in (his statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA). (LC),or (DC) following an Individual's name denotes paralegal, law clerk or doument cler.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

61 ~ ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CPO
i 1 1 West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Atty.

566855 023353 - 0033


James O'Neal

Long Beach, CA 90802

Date

October 5,2009

Alaska Asset Sale

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice

57,947.50 86.63 58,034.13

Wire Instructions
Union Bank of California 18300 Yon Karman

Irvine. CA 92612 ABA 1/: 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 stalement. An additional slatement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law cieri 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 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92626-1950

(714)641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO II i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566855 023353 - 0033


James O'Neal

Date Page

October 5, 2009
I

RE: Alaska Asset Sale


FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30, 2009

09/01/09

Cristy G Parker Review and comment on termination letter for Ocar purchase and sale agreement (0.7); communicate with working group re same (0.2); revise Group i exhibits and schedules for sale motion and abandonment motion (0.8); communicate with working group re same (0.3); draft comprehensive closing checklist for Group 1 sale (5.4); revise Group i purchase and sale agreement (1.0); prepare ancilary documents re same (2.2).
Gregg Amber Extensive correspondence with working group about Group I postponement and Group 2 abandonment.

10.60

09/01/09

0.30

09/01/09

Rushika Kumararatne Review closing conditions in purchase agreement and draft buyer's certificate and seller's certificate as required by same. Rushika Kumararatne
Review termination provisions of

I.IO

09/0 I /09

0.70
Dear Purchase

Agreement and draft letter terminating same.

09/02/09

Cristy G Parker Revise closing checklist for Group I (1.3); conference calls with working group and offce conferences re same

7.50

Additional disbursements may have been pa'd or incurred on your behan and are nol reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbrev,atlon (PAl. (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.

RUTAN & TUCKER, LLP


AlTORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

October 5, 2009

Invoice No. 566855

Page No.2

(2.5); revise Group 1 purchase and sale agreement (3.0);


prepare anclary closing documents (0.7).

09/02/09

Gregg Amber All hands conference call regarding Group 2 abandonment and regarding Group i abandonment/sale work responsibilities (1.0); review erE revised draft PSA, term sheet and financing Icttcr (0.8); conference
with e. Parker re same (0.2); extensive e-mail

2.50

correspondence with working group regarding Alaska employee matters (0.3); correspondence with M. Jungreis re effect of Group 2 abandonment on litigation (0.2).
09/02/09

Garett Sleichter Telephone conference with e. Parker, L. Wolf, G. Tywoniuk and R. Kumararatne regarding checklist of closing for Group i assets.
Rushika Kumararatne Prepare for and attend telephone conference with client regarding closing items.
Garett S1eichter

1.00

09/02/09

1.50

09/02/09

1.0

Review and update closing checklist for purchase and sale of Alaska Group I assets.
09/02/09
Garett Sleichter

1.00

Telephone conference with Pacific Energy working group regarding status Alaska abandonment and sale of assets.
09/02/09

Rushika Kumararatne
Draft Letter in Lieu of

0.50
Transfer Order.

09/02/09

Garett Sleicbter Review and revise ancillary closing documents and certificates for purchase and sale of Alaska Group i assets.
Gregg Amber Extensive correspondence with working group and with

2.50

09/03/09

2.00

Additional disbursements may have been paid or incurred on your behalf and are nol reflected in this statement. An additional slatement covering such disbursements will be furnished to you

Ihe abbreviation (PA). (l C).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


A TTORNEvS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

October 5, 2009 Invoice No. 566855

Page No.3

various bidders' counsel regarding PSA drafts (1.5);

review various drafts and re-drafts of same (0.5).

09/03/09

Cristy G Parker Revise Group 1 purchase and sale agreements and exhibits tor various bidders (7.7); revise closing checklist re same (1.0); communicate with working group re closing preparation (2.5); review and comment on ancillary closing documents (1.9).
Rushika Kumararatne

13.10

09/03/09

2.30

Draft and revise written consent re sale of Alaska Group


i Assets.

09/03/09

Rushika Kumararatne Revise Letter in Lieu of Transfer Orders.


Garett Sieichter

0.20

09/03/09

1.0
13.50

Manage documents and access to Merrll datasite.


09/04/09
Cristy G Parker Negotiate and revise purchase and sale agreements, exhibits and schedules for various bidders (7.5); prepare and distribute multiple redlines re same (1.5); communicate with working group and bidders re same (4.5).
Gregg Amber Prepare for and participate in conference call with NTP
and counsel regarding PSA revisions (1.5);

09/04/09

2.50

correspondence and telephone conferences with various bidder parties and working group regarding PSA
documentation (0.5); review varous re-drafts of various bidder PSAs (0.5).

09/04/09

Rushika Kumararatne Coordinate execution of board resolutions.

0.50

09/05/09

Cristy G Parker Prepare final sets of clean and redline purchase and sale agreements, exhibits and schedules for all bidders (3.0); communicate with working group and bidders re same

3.40

Additional disbursements may have been paid or incurred on your behalf and are not reftected in this statement. An additional statement covering such disbursements will be furnished to you

The abbreviation (PA). (LC).or (DCl following an individual's name denotes paralegaL. law cte"" or document clerk

RUTAN & TUCKER, LLP


A TTORNF.VS AT ULW

Pacific Energy Resources Ltd.


Alaska Asset Sale

October 5,2009 Invoice No. 566855

023353-0033

Page No.4

(0.4).

09/05/09

Gregg Amber Review final versions ofvarIous Alaska PSAs and working group correspondence re same. Gregg Amber Correspondence with G. Tywoniuk re Webb bid and equity capital to support it (0.3); prepare documents relating to Webb purchase agreement and Webb's satisfaction of financial requirements (2.4).
Cristy G Parker Communicate with working b'TOUP re closing preparation.

\.00

09/06/09

2.70

09/06/09

0.30

09/07/09

Gregg Amber Correspondence and conference call with D. Katie and G. Tywoniuk (0.9) and continue work on Webb Alaska
purchase and finance documents (1.9).

2.80

09/07/09

Cristy G Parker Revise closing checklist for sale of Group i assets (1.1 ); communicate with working group re closing preparation
and alternative transactions (0.8).

1.90

09/07/09

Rushika Kumararatne
Coordinate execution ofwrItten consent.

0.30

09/08/09

Gregg Amber Extensive correspondence with working group regarding final versions of various bidder PSAs and financial wherewithal proof (0.8); review submissions re
same (0.7)

1.0

09/08/09

Cristy G Parker Prepare closing certificates and other ancilary


documents for Group 1 sale (3.6); communicate with

9.80

working group re same (1.3); draft purchase and sale agreement for State of Alaska (3.5); prepare exhibits and schedules re same (1.1); communicate with working group re same (0.3).
Additional disbursements may have been paid or incurred on your behalf and are not reffected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation IPA). (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. Alaska Asset Sale 023353-0033

October 5, 2009 Invoice No. 566855

Page NO.5

09/08/09

Garett Sleichter
Review and prepare notes to current drafts of Purchase

2.90

and Sale Agreements for New Alaska Energy and Cook Inlet Energy in preparation for closing.

09/08/09

Rushika Kumararatne Coordinate execution of and assemble written consent.


Cristy G Parker Revise purchase and sale agreement (l .0); communicate with working group re same (0.4); review and comment
on abandonment order (0.8).

0.80

09/09/09

2.20

09/1 0/09

Cristy G Parker Prepare closing documents re Group I sale (4. l); communicate with working group re same (1.2); prepare clean and marked drafts of abandonment exhibit reflecting feedback from working group and Union (1.8).
Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfrc CIE and NAE bids and possible abandonment.
Garett Sieichter

7.10

09/10/09

0.30

09/10/09

i. 70

Review and revise ancillary documents to Purchase and


Sale Agreement in anticipation of closing of

Group I

assets.
09/1 i 109

Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfre CIE proposals and abandonment.

0.40

09111109

Ciisty G Parker E-mail communications with M. Litvak, L. Wolt: G. Tywoniuk and others are Group I sale and abandonment issues and objections by Chevron and others (1.6); update abandonment exhibit (0.9).
Gregg Amber Correspondence with G. Tywoniuk and L. Wolfre
Alaska abandonment.

2.50

091 i 4109

0.20

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalement An additional statement covering such disbursements wil be fumished to you. Th abbreviation (PA), (LCJ.or (DC) following an individual's name denotes paraleal. law eler\ or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.

October 5, 2009

Alaska Asset Sale 023353-0033

Invoice No. 566855

Page No.6

09!l6/09

Cristy G Parker Analyze and outline negotiating points in numerous versions of Polytec purchase and sale agreement for purposes of resolving deposit dispute with Polytec (5. I); telephone conference with G. Tywoniuk rc same (0.2).

5.30

09!l7/09

Cristy G Parker Further analysis and revisions to summary of


negotiations relating to various versions of Polytec purchase and sale agreements (J .3); e-mail

1.80

communications with G. Tywoniuk re same (0.5).

09/22/09

Cristy G Parker Review purchase and sale negotiations summary in preparation for conference caJl with P. Abelson, S. Winn and G. Tywoniuk (0.8); paricipate on such conference
call (0.7).

1.50

09/23/09

Cristy G Parker Prepare for conference call re Polytec deposit status


(0.3); participate on such call (0.6).

0.90

09/25/09

Cristy G Parker
Telephone conference with P. Abelson and others from
Polytec counsel, G. Tywoniuk, L. Wolf and others re Polytec deposit dispute (0.7); telephone conference with G. Tywoniuk re preparation of purchase and sale agreement for undeveloped assets (0.3); begin preparing

1.70

same (0.7).

09/28/09

Cristy G Parker Draft purchase and sale agreement for various Alaska assets that were not abandoned (3.9); telephone conference and e-mail communication with G. Tywoniuk and L. Wolfre same (0.4).

4.30

09/29/09

Cristy G Parker Revise draft of purchase and sale agreement for undeveloped assets (4.3); communicate with G. Tywoniuk and D. Cosgrove and L. Wolf via e-mail re same (0.8).

5.10

Additional disbursements may have been paid or incurred on your behalf and are not renected in this statemen!. An additional statement covenng such disbursements will be furnished 10 you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes parale9al. law clerk or document clerk

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
ATTORNEYS AT lAW

October 5, 2009

Invoice No. 566855

Page No.7

09/29/09

Gregg Amber Telephone conference with D. Katic re issues pertaining to ownership of abandoned Alaska assets (0.3): conference call with Pachulski lawyers and lender
lawyers regarding Polytec bid (0.6).

0.90

Total Hours
Total Professional Services

129.10

$57,947.50

DISBURSEMENTS AND COSTS ADY ANCED

Long Distance Telephone

16.24

Color Copies
Miscellaneous

4.20

42.99
23.20

Direct Long Distance

Total Disbursements

$86.63

Total Current Fees and Costs Previous Balance Due


Payments and Adjustments

$58,034.13
373,530.21 (212,145.41)

Prior Balance Due Total Balance Due

161,384.80

$219,418.93

ACCOUNTS RECEIVABLE
o - 30 DAYS $58,034.13

31- 60 DAYS
$ 1 44,887.80

61-90DAYS
$8,633.50

91 - 180 DA YS

OVER 180
$0.00

$7,863.50

Additional disbursements may have been paid or incurred on your beha~ and are not reRacled in this statement. An additional statement covering such disbursements will be furnished 10 you. Th. 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


IITTORNEYS liT LJW
II PIIRTNERSHIP 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, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No.

566856 023353 - 0034


James O'Neal

Billing Atty. Date

October 5, 2009

Beta Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice

4,159,50 20.00 4,179.50

Wire Instructions
Union Bank 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.

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 clerk

TAXPAYERS ACCOUNT
NO ~5-J5190n

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCt UDING PROFESSIONAl CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Altn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

566856 023353 - 0034


James O'Neal

Long Beach, CA 90802

Date

October 5,2009

Beta Asset Sale

REMITT ANCE COPY


*** PLEASE RETURN THIS PAGE WITH YOUR REMITrANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

4, J 59.50

Disbursements and Costs Advanced


Fees and Costs Due This Invoice

20.00 4,179.50

Wire Instructions
Union Bank of Cali fomi

18300 Van Karman

Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Addilional 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.

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: Gerry Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566856 023353 - 0034


James O'Neal

Date Page

October 5,2009
1

RE: Beta Asset Sale


FOR PROFESSIONAL SER VICES RENDERED THROUGH SEPTEMBER 30, 2009
09/0 I /09

Gregg Amber Extensive correspondence with working group re assumption/rejection issues pertaining to Beta leases and trust agreement and related cure amounts, etc.

0.50

09/0 I /09

Edson McClellan Revise release agreement.


Edson McClellan

0.20

09/01/09

0.40

Legal research re OWBP A release issues.

09/01/09

Edson McClellan

0.30

Exchange e-mails with counsel re release agreement.


09/0 I /09

Garett Sleichter Update and manage documents on Merrll datasite.


Edson McClellan Revise release agreement. Edson McClellan Extensive communications with client and counsel re revisions to release agreement. Edson McClellan Exchange e-mails with Ms. Nardecchia and Mr. Andre

i. 10

09/02/09

0.20

09/02/09

1.20

09/09/09

0.10

Additional disbursements may have been paid or incurred on your behalf and aie not reecled in this statement An additional statement coverin9 such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes parale9al. law clerj or document clerk.

RUTAN & TUCKER, LLP


A TTORNEYS AT LAW

Paciflc Energy Resources Ltd.


Beta Asset Siile

October 5, 2009

Invoice No. 566856

023353-0034

Page No.2

re protective order.

09/09/09

Edson McClellan
Revise protective order in the Small action.

0.10

09/1 7/09

Cynthia Mascio (P A)

0.80

Prepare client documents responsive to Small subpoena.

09/17/09

Edson McClellan

0.40

Revise stipulated protective order in the Small action.

09/17/09

Edson McClellan

0.20

Organize documents for production in the Small action.

09/J7/09

Edson McClelJan

0.30

Exchange e-mails with Mr. Andre and Ms. Nardecchia


re revisions to protective order in the Small action.
09/J 8/09

Edson McClellan
Finalize stipulated protective order.

0.10

09/23/09

Garett Sleichter Review overrding royalty interest conveyances and lien conveyances populated on Merrll datasite (3.2); update posting of missing documents (0.6).
Garett Sleichter

3.80

09/24/09

1.0
0.20

Review and update documents on Merrl i datasite.

09/29/09

Edson McClellan Exchange e-mails with B. Walker re termination of employee.

Total Hours Total Professional Services

11.20

$4,159.50

DISBURSEMENTS AND COSTS ADVANCED

"E" Filing Fees

20.00

Additional disbursements may have ben paid or incurred On your behalf and are not renacted 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 clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


Bela Asset Sale

023353-0034

October 5,2009 Invoice No. 566856

Page No.3

Total Disbursements

$20.00

Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due

$4, i 79.50

i 73,068.08

(128,126.57)
44,94 1.51

$49,121.01

ACCOUNTS RECEIVABLE
0- 30 DAYS
$4, J 79.50

31- 60 DAYS
$2 J ,51 1. 1

61 - 90 DAYS

91 - 180 DAYS

$11,819,50

$11,610.70

OVER i 80 $0.00

Addilional disbursements may have ben paid or ",curred on your behaff and are not reflected in this slalement. An additional statement covering such disbursements will be furnished to you.

Th abbrevialion (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or documenl clerK.

TAXPAYERS ACCOUNT
NO 95.3519027

RUTAN & TUCKER, LLP


ATTORNEYS 1\ T lAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS

61 I 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.

566857 023353 - 0035


J ames O'Neal

Date

October 5, 2009

Financing

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

9,006.00 9,006.00

Wire Instructions
Union Bank of

Californa

18300 Von Karman Irvine. CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in Ihis slalemen!. Aii additional statement covering such disbursemenls will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk 0' document cler.

T AXPA YERS 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) 641-100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and eFO
II) West Ocean Boulevard, Suite) 240

Invoice No.
Account No.
Billing Atty.

566857 023353 - 0035


James O'Neal

Long Beach, eA 90802

Date

October 5, 2009

Financing

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT rNVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

$ $

9,006.00 9,006.00

Wire Instructions
Union Bank ofCaJifomia

18300 Von Karman 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 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 IPA). ILC).or (DC) following an individual's name denotes paralegal, law clerk or document cler!

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.

Invoice No.
Account No.
Billing Atty.

Attn: Gerr Tywoniuk, Sr. VP and eFO


i 1 i West Ocean Boul evard, Sui te i 240

566857 023353 - 0035


James O'Neal

Long Beach, CA 90802

Date Page

October 5, 2009
i

RE: Financing

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30, 2009 09/03/09


Cristy G Parker Review proposed DIP credit agreement amendment.
0.30

09/03/09

Gregg Amber Review draft 5th amendment to DIP (0.3); conference with C. Parker re same (0.1).
Cristy G Parker Review and comment on proposed DIP amendment (1.2); communicate with working group re same (0.7).
Cristy G Parker Communicate with working group and lenders' counsel re DIP credit agreement amendment (0.5); review and comment on revised drafts of DIP credit agreement
amendment (1.0).

0.40

09/08/09

1.90

09/09/09

1.50

09/09/09

Gregg Amber Review DIP amendment no. 5 (0.5); conference with C. Parker (0.2) and correspondence with working group re
same (0.3).

1.00

091 i 0/09

Cristy G Parker Review and comment on revised draft of DIP credit agreement amendment (0.8); communicate with working group and lenders' counsel re same (0.5).
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement

1.0

An additional statement covering such llisbursements wil be furnished 10 you.


The

abbreviation (PA). (LC).or (DC) following an individual's name denoles paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


A TTORNEYS AT LAW

Pacific Energy Resources Ltd. Financing 023353-0035

October 5.2009 Invoice No. 566857

Page No.2

09/1 0/09

Gregg Amber Telephone conferences with D. Katie and S. Winn re DIP budget questions and re D&O insurance and related matters.

0.90

09/ I 0/09

Matthew Grimshaw Analyze wind-down budget issues (.2)


Cristy G Parker Review and comment on proposed amendment to deposit account control agreement (0.7); communicate via e-mail with A. Bandes, A. Merisidis and J. Kuritz re same (0.9); analyze issues regarding lender overriding royalty interest obligations (I .2); communicate via e-mail with B. Lyng and G. Amber re same (0.4). Cristy G Parker Read materials from B. Lyng in connection with
analysis of overrding royalty interest obligations to lenders.

0.20

09/17/09

3.20

09/18/09

0.40

09/2 i /09

Cristy G Parker Office conferences and e-mail with G. Sleichter and lenders' counsel re amendment and cleanup needed to deposit account control agreements. Cristy G Parker Prepare analysis oflender overriding royalty grant
documents and amendments.

0.90

09/22/09

2.90

09/23/09

Cristy G Parker Prepare analysis of additional lender overrding royalty interests (0.6); communicate with L. Wolf via e-mail re same (0. i).
Cristy G Parker Analyze and summarize overrding royalty interest obligations (0.9); office conferences with G. Sleichter (0.5) and e-mail communications with B. Lyng re same (0.7).

0.70

09/24/09

2.10

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 (PAl. (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. Financing 023353-0035

October 5, 2009 Invoice No. 566857

Page No.3

09/24/09

Garett Sleichter

2.20

Research oveniding royalty interests granted to lenders (1.9); calculate ORRI percentages and effective dates
applicable to various properties (0.3).

Total Hours Total Professional Services

19.90

$9,006.00

Total Current Fees

$9,006.00
130,998.26
(84,0 i 4.00)

Previous Balance Due


Payments and Adjustments

Prior Balance Due

46,984.26
$55,990.26

Total Balance Due

ACCOUNTS RECEIVABLE
o - 30 DAYS $9,006.00
31- 60 DAYS
$1 i ,548.00

61 - 90 DAYS $19,129.50

91-180DAYS
$16,306.76

OVER 180 $0.00

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement. An additional slatement covering such disbursements wil be fumished to you The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519D21

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD S VITE 1400 POST OFFICE BOX 1950


COSTII MESII. CALIFORNIII 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sf. VP and CFO 1 J I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566858 023353 - 0038


James O'Neal

Date

October 5,2009

General Corporate Issues

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees aDd Costs Due This Invoice

1,242.50 1,242.50

Wire Instructions
Union Bank of Cali fomi

18300 Von K.arman

Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK. Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice numbcr listed above.

Additional disbursements may have been paid or incurred on your behatf and are nol reflected in this statement An additional statement covenng such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denoles parelegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 9~J519027

RUTAN & TUCKER, LLP


ATIORNEYS 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
1 I I West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

566858 023353 - 0038


James O'Neal

Long Beach, CA 90802

Date

October 5, 2009

General Corporate Issues

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

1,242.50 1,242.50

Wire Instructions
Union Bank of Calif ami

18300 Van Karman

Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUSJJMPK 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 beha~ and are not reflected in this statement An additional statement covering such disbursements will be fumished to you.

The abbreviation (PA). (Le).or (DC) following an individual's name denotes paralegal. law clerX or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

October 5,2009 Invoice No. 566858

Page No.2

Review and comment on board resolutions regarding subsidiary officer changes.

09/30/09

Catherine Parsons Research the statute of limitations for fiduciary duty


claims under Delaware law.

0.80

09/30/09

Rushika Kumararatne Email correspondence with client regarding updating options tables.

0.10

Total Hours Total Professional Services

3.80
$ i ,242.50

Total Current Fees

Previous Balance Due


Payments and Adjustments

$1,242.50
12,027.00 (5,609.60)
6,4 i 7.40

Prior Balance Due

Total Balance Due

$7,659.90

ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i ,242.50
31-60 DAYS

$4,009.00

61 - 90 DAYS $1,084.90

91 - 180 DAYS

OVER 180
$0.00

$1,323.50

Additional disbursements may have been paid or incurred on your behaH and are not reflected in this statement An additional statement covei1ng such disbursements will be furnished 10 you. The abbreviation (PA). (ie).or (DC) following an individual's name denotes paralegal. law cle,. or docum.nl clerk

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400


POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 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.

566859 023353 - 0039


James O'Neal

Date

October 5, 2009

Confidentiality Agreements

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

130.00 130.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA II: 122000496

Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your beha~ 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.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT U\W
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No,
Account No.

566859 023353 - 0039


James O'Neal

Billing Atty. Date

October 5, 2009

Confidentiality Agreements

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***

CURRENT INVorCE SUMMARY:


Professional Fees

Fees and Costs Due This Invoice

130.00 130.00

Wire Instructions
Union Bank 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 nwnber listed above.

Additional disbursements may have been paid or incurred DO your behalf and are not reflected in lhis statement. An addloMI stalement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegaL. law cleri or document clerk.

TAXPAYERS ACCOUNT
NO g:;351g027

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, Sf. VP and CFO I I I West Ocean Boulevard, Suite) 240 Long Beach, CA 90802

Invoice No.
Account No,
Biling Atty.

566859 023353 - 0039


James O'Neal

Date Page

October 5, 2009
I

RE: Confidentiality Agreements

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30, 2009


09/0 i /09

Shigenobu Itoh

0.10

Review correspondences regarding Breitbum confidentiality agreement.

09/09/09

Shigenobu Itoh

0.20

Review and prepare correspondence with M. Wiesinger regarding draft Beta confidentiality agreement.

09/18/09

Shigenobu Itoh

0.\0

Review correspondences from M. Wiesinger and R. Lynd regarding confidentiality agreements.

Total Hours
Total Professional Services

0.40
$ 130.00

Total Current Fees

$ i 30.00

Previous Balance Due Payments and Adjustments Prior Balance Due

i 5,729.30

(5,754.10)

9,975.20
$ i 0, i 05.20

Total Balance Due

Additional disbursements may have been paid or Incurred on your behalf and are not reflected in Uiis statement. An additional slate men! covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) followin9 an individual's name denotes paralegal, law cierk or documenl clerk

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039

October 5,2009

Invoice No. 566859

Page No.2

ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i 30.00

31- 60 DA YS
$ i ,072.50

61- 90 DAYS $902,50

91 - 180 DAYS

OVER 180
$0.00

$8,000.20

Additional disbursements may have been paid or incurred on your behall and are nol 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 denoles paralegal, law clerk or document clerk

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sf. VP and eFO


i i 1 West Ocean Boulevard, Suite i 240

Invoice No. Account No.


Billng Atty.

566860 023353 - 0040


James O'Neal

Long Beach, CA 90802

Date

October 5, 2009

General Contract Review and Preparation

INVOICE SUMMARY
CURRENT fNVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

3,364.50 3,364.50

Wire Instructions
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.
Union Bank of

Add~ional disbursements may have been paid or irlCurred on your behalf and are nol reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PAl. (LC1.or (DC) following an individual's name denotes paralegaL. law cieri or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519017

RUTAN & TUCKER, LLP


A TTORNfYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON

SUITE 1~00 BOULEVARD POST OFFICE BOX 1950

COSTA MESA. CALIFORNIA 92628.1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
I 1 I West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

566860 023353 - 0040


James O'Neal

Long Beach, CA 90802

Date

October 5, 2009

General Contract Review and Preparation

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

3,364.50 3,364.50

Wire Instructions
California 18300 Von Kannan Jrvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Union Bank of

Reference: Please refer to he invoice number listed above.

Addnional disbursements may have been paid or im;urred on your behaff and are not reflected in this statement An addrtional stalement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegaL. law clen. or document clerk

TAXPAYERS ACCOUNT
NO 95.3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT lAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950


COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

566860 023353 - 0040


James O'Neal

Date Page

October 5,2009
i

RE: General Contract Review and Preparation


FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30,2009

09/03/09

Garett Sleichter Review current deposit account control agreements with WelJs Fargo and proposed ronn of amendment to same.
Shawn Monterastelli Briefly analyze new lease.

1.50

09/1 7/09

0.40

09/2 i /09

Shawn Monterastell Analyze lease for replacement premises (.6); draft correspondence to B. Walker regarding same (.2).
Garett Sleichter Review current iterations of deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (1.5); review and revise Wells Fargo proposed fonn of amendment to deposit account control
agreements (1.2).

0.80

09/21/09

2.70

09/22/09

Garett Sleichtcr

3.50

Draft amendments to deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (3.2); email and telephone communication with Bingham and Skadden as secured
lenders' counsel (0.3).

09/30/09

Garett Sleichter

0.20

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this s!atement. An additonal slatemenl covering such disbursements will be furnished to you.

The abbreviation (PAl. (LCl.or (DC) following an individual's name denotes paralegaL. law clerk or document clerk

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW

Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040

October 5, 2009 invoice No. 566860

Page No.2

. Draft email communication to lenders' counsel regarding amendment to deposit account control agreement.

Total Hours
Total Professional Services

9.10

$3,364.50

Total Current Fees

$3,364.50
6,66 i .50

Previous Balance Due Payments and Adjustments Prior Balance Due

(3,216.00)
3,445.50
$6,8 i 0.00

Total Balance Due

ACCOUNTS RECEIVABLE
0- 30 DA YS
31-60

DAYS
$2,2 i 2.50

61 - 90 DA YS

$3,364.50

$346.50

91-180 DAYS $886.50

OVER 180
$0.00

Addilional disbursemenls may have been paid or incurred on your behalf and are nol reflecled in Ihis statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl. (LCI.or (DC) following an individual's name denoles paralegal. law cieri or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS

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 I i I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No
Account No.
Billing Atty.

56686 )

023353 - 0041
James O'Neal

Date

October 5, 2009

Securities Issues

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

$ $

795.00 795.00

Wire Instructions
Union Bank of Cali fomi

i 8300 Yon Karman

Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this s1alemenl. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl. (LC).or (DC) followirig an individual's name denotes paralegal. law clerk or document c1erj

TAXPAYERS ACCOUNT
NO 95.3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LIW

A PARTNERSHIP INCLUOING PROFESSIONAL C'..RPORA 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 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

56686 I

023353 - 0041
James O'Neal

Date

October 5, 2009

Securities Issues

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMI1TANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

$ $

795.00 795.00

Wire Instructions
Union Bank otCalifomia

18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have bp.en paid Of incurred On your behalf and are not reflected in this statemenl 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.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS

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 ILL West Ocean Boulevard, Suite J 240 Long Beach, C A 90802

Invoice No.
Account No.
Biling Atty.

566861

023353 - 0041
James O'Neal

Date Page

October 5,2009
1

RE: Securities Issues

FOR PROFESSIONAL SERVICES RENDERED THROUGH SEPTEMBER 30, 2009


09/16/09
Cristy G Parker E-mail communications with C. Parsons and broker re stockholder request for restricted securities legend
removaL.

0.10

09/25/09

Cristy G Parker Communicate via e-mail with brokers re requests to


transfer restricted securities.

0.20

09/28/09

Cristy G Parker Offce conference with C. Parsons re legend to legend securities transfer request requirements (0.2); telephone conference with transfer agent re same (0.2); communicate with brokers via e-mail re same (0.1 ).
Cristy G Parker Office conference with G. Amber (.1) and telephone conference with G. Tywoniuk re resolution of legend to
I egend transfer requests (. 1 ).

0.50

09/29/09

0.20

09/30/09

Cristy G Parker Draft instruction letter to transfer agent re legend to legend transfers without an opinion (0.4); communicate with G. Tywoniuk and C. Parsons via e-mail re same (0.2).

0.60

AddiUonal disbursements may have been paid or incurred on your beha~ and are not reflected in this stalemenL. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (Le).or (DC) following an individual's name denoles paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


A TTOR'IEYS A T LAW

Pacific Energy Resources Ltd.


Securities Issues

Octobcr 5, 2009 Invoice No. 56686 i

023353-0041

Page No.2

09/30/09

Catherine Parsons Communicate with various brokers regarding legend to legend transfers.

0.30

Total Hours
Total Professional Services

1.90

$795.00

Total Current Fees

$795.00
50,317.49 (40,270.89)
10,046.60

Previous Balance Due

Payments and Adjustments Prior Balance Due

Total Balance Due

$10,841.60

ACCOUNTS RECEIVABLE
o - 30 DAYS
31- 60 DA YS

61 - 90 DAYS
$ 100.00

91 - 180 DA YS

OVER 180
$0.00

$795.00

$0.00

$9,946.60

Additional disbursements may have been paid or Incurred on your behaH and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, iLC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

EXHIBIT B

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EXHIBIT 2

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRJCT OF DELA WARE
In re

Chapter I I

PACIFIC ENERGY RESOURCES LTD., et al.,!


Debtors.

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


Objections Deadline:

December 15, 2009 at 4:00 p.m.


Hearng Date: Only If Objections Are Timely Filed

NOTICE OF FILING OF EIGHTH MONTHLY FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trutee, and (iv) counsel to the Offcial Committee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Ruta"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
fied its Seventh Monthly Application for Compensation and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel

to the Debtors and Debtors in Possession,


through October 31, 2009, seeking compensation for

for the Periodfrom October 1, 2009

services in the amount of $67,767.50 and reimbursement of costs incured in the amount
of $772.08 (the "Application").

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


must be made in accordance with the Administrative Order Under 1 I U.S.C. i 05(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 LD. # 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 11 i W. Ocean

2123/023353-003 i

1050123.01.lln3/09

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 fied with the Clerk of the United States
Banruptcy 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 December 15, 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 December 15, 2009, at 4:00 p.m. prevailng
Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 11 i W. Ocean

Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Att:

Scott W. Winn, Senior Managing Director; (b) counel to the Debtors, (I) Pachulski
Stag Ziehl & Jones LLP, 9 19 Nort Market Street, 17th Floor, Wilmington, DE 198998705, Att: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: Jiones0J,pszilaw.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:


ikharash(zvnszilaw.com; and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Att: Penelope Pares, Esq.; Fax 714-546-9035, email:
pparmes(Jrutan.com; (c) the Offce of

the United States Trustee, J. Caleb Boggs Federal

Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,

Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of Unsecured
Creditors (the "Committee"), (I) Steptoe & Johnson LLP, 212 I A venue of the Stars, 28th

Boulevard, Suite 1240, Long Beach, CA 90802.

21231023353-003 i
105012301 a11/3/09

-2-

Floor, Los AngeJes, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 J 73, email: kpjperlJ,stcptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, J 313

N. Market Street, Wilmington, DE J980J; Att: James C. Cargnan, Esq., Fax: (302) 4218390, e-mail: icarignani;.pepPtrlaw.com (the "Notice Paries")

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 Banuptcy Cour. Only those objections made in writing
and timely fied, served and received in accordance with the Administrative Order and

the procedures described herein wil be considered by the Banptcy Cour at such
hearing.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrtive


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 (I) 80
percent of the fees and 1 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 fuer order of

the Bankrptcy Cour.


RUTAN &

Dated: November 2-'(, 2009

TUCKER, LLP

~ TIEW W. GRISHAW (eA Bar No.2 i 0424)


6 i i Anton Boulevard, Foureenth FJoor
Costa Mesa, Californa 92626- i 93 i
Telephone: 7J4-641-5100 Facsimile: 714-546-9035

~-I~~

Email: mgrmshawtfruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

21231023353-0031
1050123.01 aiinJ/09

-3-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELA WARE

In re Chapter 1 1
PACIFIC ENERGY RESOURCES LTD., et al.,! Case No. 09-10785(KJC)
Debtors.

(Jointly Administered)
Objections De.adline: December 15, 2009 at 4:00 p.m. Hearng Date: Only If Objections

Are Timely Filed

EIGHTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1,2009 THROUGH OCTOBER 31, 2009
Name of Applicant:
Ruta & Tucker LLP

Authorized to Provide Professional


Services to:

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

Period for which Compensation and


Reimbursement is Sought:

October I, 2009 though October 3 l, 20092


$67,767.50

Amount of Compensation Sought as


Actual, Reasonable and Necessar:

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


This is a:
-l monthy

$772.08

interi

_ final application.

The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal

Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.
2 lbs application may include time expended before the time period indicated that has

not been included in any prior application. The applicant reserves the right to include any

time expended in the time period indicated above in future application(s) if it is not

2123/023353-0031

/050388.01 .1112310

The tota time expended for fee application prepartion is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.

PRIOR APPLICA nONS FILED


.-

Date
Fi If'il

'" . . (',
March 9, 2009, to
March 3 I , 2009

Requested
Fees $102,732.50 $124,537.50 $120,999.50

Requested ~
$1,389.62 $10,542.35
$372.81

Approved
Ff'f'Q

Approved $ 1,389.62

6/1 7/09

$82, 186.00

6/24/09
817/09

April 1,2009 to April 30, 2009 May I, 2009 to May 31, 2009
June 1,2009 to
June 30, 2009

$99,630.00 $96,799.60

$10,542.35
$372.81

8/11/09
8/17/09

$148,667.50
$327,090.00
$ i 44,95 i .00

$196.50
$486.93
$363.61

$118,934.00
$261,672.00
$ 116,324.4 1

$196.50
$486.93
$363.61

9/30/09
10/20/09

July 1,2009 to July 31, 2009 August 1, 2009 to August 31, 2009 September I, 2009 to
September 30,

$90,318.50

$112.33

Pending

Pending

2009

RUTAN PROFESSIONALS
Position of tbe Applicant, Number of Years in that Hourly, Position, Prior Relevant BiHing Experience, Year of Rate Ob!aining License to. (including
$550.00

Name of Professional
Gregg Amber

Total Hours
21.2

Total
$11,660.00

Cristy G. Parker

$450.00

61.7

$27,765.00

Penelope Pares

$625.00

1.5

$937.50

f
included herein.

2123/023353-0031 1050388.01 .11123/09

-2-

Name of Professional
Matthew Grimshaw

Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Ob!aining License to. (including
$380.00

Total Hours
11.1

Total
$4,2 i 8.00

Duke Wahlquist
James O'Neal

$550.00
$500.00

5.5

$3,025.00
$250.00

0.5

Garett Sleichter

$375.00

35.1

$13,162.50

Rushika Kumararatne
Shigenobu Itoh

$325.00

5.3

$1,722.50

$325.00

6.8

$2,210.00

Catherine Parsons

$250.00

3.7

$925.00

Laurie Biegel

$215.00

8.8

$ 1,892.00

Grand Total:

Total Hours: Blended Rate:

$67,767.50 161.2 $420.39

COMPENSA nON BY CATEGORY

2 i 23/023353-0031

1050388 0 I a 11/23/09

-3-

EXPENSE SUMMARY
3

Total

. . B

Dated: November?:, 2009

RUTAN & TUCKER, LLP

~TIHEW W. GRIMSHAW (CA BarNo. 210424)


61 I Anton Boulevard, Foureenth Floor Costa Mesa, Californa 92626- i 93 i Telephone: 7 i 4-64 i -51 00
Facsimile: 714-546-9035

EmaIl : mgrimshaw(gta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

Ruta may use one or more service providers. The service providers identified herein

below are the primar service providers for the categories described.

2 i 23/0233 B~031
105038801 aJ 1/23109

-4-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELAWARE
In re

Chapter i 1

PACIFIC ENERGY RESOURCES LTD., et al.,!


Debtors.

Case No. 09-1 0785(IUC) (Jointly Administered)

Objections Deadline: December


15, 2009 at 4:00 p.m.
Hearng Date: Only If Objections Are Timely Filed

EIGHTH MONTHLY APPLlCA TION FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1. 2009 THROUGH OCTOBER 31,2009

Pursuant to sections 330 and 331 of Title 1 I of the United States Code (the
"Banruptcy Code"), Rule 2016 of the Federal Rules of Bankrptcy Procedure

(collectively, the "Banuptcy Rules"), and the Cour's "Administrtive Order Under J 1

V.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
"Fimi"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby

submits its Eighth Monthy Application for Compensation rid for Reimbursement of

The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta 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 mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.

21231023353-0031
1050439.01 011/23/09

Expenses for the Period from October 1, 2009 though October 3 i, 2009 (the
"Application").
By ths Application Ruta seeks a monthy interim allowance of compensation in

the amount of $67,767.50 and actual and necessary expenses in the amount of $772.08

for a total allowance of $68,539.58, and payment of $54,214.00 (80% of the allowed
fees) and reimbursement of $772.08 (100% of the allowed expenses) for a total payment
of $54,986.08 for the period October 1, 2009 though October 31, 2009 (the "Interim

Period"). In support oftrus Application, Rutan respectfully represents as follows:


BackerOUDd

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

petitions for relief under chapter) i of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as

debtors in possession pursuant to sections ) 107(a) and ) 108 of the Banptcy Code.

A Committee of Unsecured Creditors ("Committee") was appointed on or about


March) 9, 2009. No trstee or examiner has been appointed in the Debtors' chapter

I 1 cases.

2. The Cour has jurisdiction over this matter pursuant to 28 U.S.C.


157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 1

57(b)(2).

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

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

interim compensation and reimbursement for expenses, pursuant to the procedures


specified therein. The Administrative Order provides, among other thngs, that a

Professional may submit monthly fee applications. If no objections are made within

2123102335)-)031 1050439.01 .11/23/09

-2-

twenty (20) days afer service of the monthy 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. Beginnng with the period ending

May 3 i, 2009, at thee-month intervals, each Professional shall fie and serve an
interim application for allowance of

the amounts sought in its monthy fee applications

for that period. All fees and expenses paid are on an interi 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 Pursuat to Sections i 05

(A), 327, 328, and 330 of the

Banptcy Code Authorizing Debtors to Retan, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May
i, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be

compensated on an hourly basis and to be reimbursed for actual and necessar out-ofpocket expenses.

RUTAN'S APPLICA nON FOR COMPENSA nON AN FOR REIMBURSEMENT OF EXPENSES


Compensation Paid and Its Source
5. All services for which Ruta requests compensation were performed for

or on behalf of the Debtors.


6. Rutan has received no payment and no promises for payment from any

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

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

agreement or understanding between Ruta and any other person other than the

2123/023353-003 i

1050439.01 01112/09

-3-

parcrs of Rutan for the sharing of compensation to be received for services rendered

in this case.

7. Prior to the Petition Date, the Debtors provided Ruta with a retainer to

secure payment of the fees owed to it by the Debtors and the expenses incured by
Ruta on the Debtors' behalf. Ruta received payments from the Debtors during the

year prior to the Petition Date in the amount of $2,437,169. 16. After the Petition Date,

Ruta obtained the Cour's permission to draw on its pre-petition retainer to pay

certain amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilized as Ruta's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by

this Cour and the Banuptcy Code.


8. This is Ruta's eighth monthly fee application. In its first monthly fee

application (tor the period of March 9, 2009, to March 3 i, 2009), Ruta sought
approval of$102,732.50 in fees and $1,389.62 in expenses. Under the Administrative

Order, Ruta received approval of $82,186.00 in tces and $1,389.62 in expenses with

respect to its first monthy fee application. In its second monthy fee application (for
the period of April 1,2009, to April 30, 2009), Ruta sought approval of$124,537.50
in fees and $lO,542.35 in expenses. Under the Administrative Order, Ruta received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its thrd fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.

Under the Administrative Order, Rutan received approval of $96,799.60 in fees and

$372.8 J in expenses with respect to its third fee application. Under its fourh fee

2123/023353-031 1050439.01 .11/23/09

-4-

application (for June 1,2009, to June 30, 2009), Rutan sought approval of $ i 48,667.50

in fees and $ i 96.50 in expenses. Under the Administrtive Order, Ruta received
approval of $ i i 8,934.00 in fees and $ I 96.50 in expenses with respect to its fourt fee

application. Under its fift fee application (for the period Julyl, 2009, to July 3 I,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under
the Administrative Order, Rutan received approval of $26 i ,672.00 in fees and $486.93
in expenses with respect to its fift fee application. Under its sixth fee application

(for August i, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in

fees and $363.61 in expenses. Under the Administrative Order, Ruta received

approval of $116,324.41 in fees and $363.61. Under its seventh fee application (for

the period September 1, 2009 to September i, 2009, to September 30, 2009), Ruta
sought approval of $90,3 i 8.50 in fees and $1 i 2.33 in expenses. Rutan's seventh fee

application remains pending.


9. Ruta's billng statements for the Interim Period are attched hereto as

Exhbit A. These statements contan 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 Banptcy Procedure, this Cour's Local Rules, and the

Administrative Order. Ruta's time reports are either (a) initially handwritten by the
attorney or paralegal performing the described services and then entered into Ruta's
computerized billing program by an administrative assistat or (b) entered directly into

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


described services. The time report are then organzed on a daily basis. Ruta is

2123/023353-0031
1050439.01 al Jn3/09

-5-

sensitive to issues of "lumping" and, unless time was spent in one time frame on a
varety of different matters for a paricular client, separate time entres are set forth in
the time reports. Ruta's charges for its professional services are based upon the time,

nature, extent and value of such services and the cost of comparble services other
than in a case under the Banuptcy Code.
Actual and Necessary Expenses

10. A summary of actual and necessar expenses incured by Ruta for the
Interim Period is attched hereto as par of Exhibit A.

i 1. Ruta charges $0.10 per page for photocopying expenses related to

cases, such as this one, arsing in Delaware. Ruta'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 attched to the photocopier.
Ruta summarzes each client's photocopying charges on a daily basis.

12. Ruta 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 Rutan's calculation of the actual costs incured by Ruta for the machines,
supplies, and extra labor expenses associated with sending facsimile transmissions and
is reasonable in relation to the amount charged by outside vendors who provide similar

services. Rutan does not charge the Debtors for the receipt of faxes in this case.

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


LEXIS and WESTLA W), Ruta charges the stadad usage rates these providers
charge for computerized legal research. Rutan bils its clients the actual amounts

2123/023353-03 J
1050439.01 .J 1/23/D9

-6-

charged by such services, with no premium. Any volume discount received by Rutan
is passed on to the client.

14. Rutan believes the foregoing rates are the market rates that the majority

of law firms charge clients for such services. In addition, Ruta 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
billng for disbursements and other charges.

Summary of Services Rendered

15. The names of the parners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the parlegals and

case management assistants of Ruta who provided services to these attorneys durg
the Interim Period, are set fort in the attached Exhibit A.

16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to varous corporate

and litigation matters in connection with the Debtors' banptcy cases, and
performed all necessar professional services which are described and narated in

detal below. Rutan's efforts have been extensive due to the size and complexity of
the Debtors' bankruptcy cases.

Summary or Services bv Project

17. The services rendered by Ruta durng 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 certin
services may relate to one or more categories, services pertining to one category may

2 i 23/023353-003 i

1050439.01 .11/23/09

-7-

in fact be included in another category. These services performed, by categories, are

generally described below, with a more detailed identification of the actual services

provided set forth on the attched Exhbit 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. Corporate Matters
i 8. During the Interim Period, the Firm, among other things (1)

communicated with the Debtors; (2) drafted and revised documents; (3) update the
Debtors' Minute Books; and (4) reviewed and revised portions of Debtors' financial
statements.
Fees: $8,078.00; HOUTS: i 8.1

. General Case Administration


i 9. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed documents; (2) analyzed issues relating potential claims and creditor

assertions; (3) participated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $6,367.50; Hours: 14.4

C. Fee Application

20. Durng the Interim Period, the Fin, among other things: (i) prepared
its monthly fee application and supporting documentation; (2) reviewed and responded
to the Fee Auditor's report with respect to Ruta's First Interim Fee Application; and

(3) corresponded with others regarding Ruta's fee applications.


Fees: $4,218.00; HOUTS: 11.

2123/023353-0031
1050439.01 .11123/09

-8-

D. Corporate Governance

21. During the Interim Period, the Firm, among other thngs: (1) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and

analyzed documents; (3) updated and helped maintain the Debtors' corporate books

and records, and (4) communicated with and advised the Debtors.
Pees: $2,194.00.00; Hours: 7.6

E. Alaska Asset Sale

22. 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) drafted and revised a purchase and sale agreement with respect to certin

of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential
purchasers to do due dilgence in connection with potential sales of assets; (4)

communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due diligence with respect to the potential

sale of certain of Debtor's Alaska assets; and (6) communcated with and advised the
Debtors with respect to the potential sale of certain of its Alaska assets.

Fees: $31,137.50; Hour: 69.5


F. Beta Asset Sale

23. During the Interim Period, the Firm, among other things: (1)
maintained an online data-room to allow potential purchasers to do due diligence in

connection with potential sales of assets; (2) reviewed and analyzed documents for

posting in the data-room; (3) communicated and corresponded regarding potential


sales of assets; (4) drafted and revised a purchase and sale agreement for the potential
Beta transaction; (5) analyzed issues relating to potential sale of assets; (6) performed

2123/023353-003 i 1050439.01 .J 112/09

-9-

legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $4,022.50; Hours: 10.2

G. Financing
24. During the Interim Period, the Finn, among other things: (I) analyzed
issues relating to an amendment to the terms of the debtor-in-possession financing

transaction; (2) negotiated and drafted an amendment to the debtor-in-possession

credit facility; (3) analyzed issues relating to potential trasactions; (4) analyzed issues
relating to potential transactions; and (5) communicated with and advised the Debtors

regarding varous proposed transactions.


Fees: $1,805.00; Hours: 4.2
H. General Corporate Issues

25. Durig the Interim Period, the Finn, among other things: (1) reviewed
and analyzed documents; (2) researched legal issues; and (3) communcated with and
advised the Debtors regarding these issues.
Fees: $2,935.00; Hours: 9.0

i. Confidentiality Agreements

26. During the Interim Period, the Finn, among other things: (1) negotiated

and drafted numerous confidentiality agreements in connection with the potential sale
of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors

regarding confdentiality issues; and (3) corresponded and communcated with


potential purchasers regarding confidentiality issues.
Fees: $3, 110.00; Hours: 9.2

2123/023353-003 I
1050439.01 .1112/09

-10-

J. General Contract Review And Preparation

27. During the Interim Period, the Firm, among other things: (l) reviewed
and analyzed documents; (2) communicated with and advised the Debtors regarding
certain contracts; and (3) communicated with creditors regarding certin contracts.
Fees: $3,850.00; Hours: 7.7

K. Securities Issues
28. During the Interim Period, the Firm, among other things: (1)
communicated with various brokers of restrcted securties; and (2) analyzed issues
relating to Debtor' restricted securties.
Fees: $50.00; Hours: .2

Valuation of Services
29. Attorneys and paraprofessionals of Ruta expended 161.2 hours in

coimection with their representation of the Debtors durng the Interim Period, as
follows:
RUT AN PROFESSIONALS

Position of the Applicant, Number of


Years in that Position,

Name of Professional
Gregg Amber

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


Parer since 1998;

Hourly,

Biling

Rate (including
$550.00

Total Hours
21.2

Total
$ 11,660.00

Cristy G. Parker

Member of CA Bar since i 98 I; Member of r u


Parer since 1998;

James O'Neal

Member ofCA Bar since 1995; Member of C r r


Parer since 1997;

$450.00

61.7

$27,765.00

Member of CA State Bar sm 'Mm f

$500.00

0.5

$250.00

2123/023353-0031
105043901 .J 1/23/09

- 1 i-

Position of the Applicant, Number of Years in that Positiont

Name of Professional
Penelope Pares

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

HourlYt

Biling
Rate
(iDcluding
$625.00

Total Hours
1.5

Total
$937.50

Duke Wahlquist

$450.00

5.5

$3,025.00

Matthew Grishaw

$380.00

1 1. i

$4,218.00

Garett Sleichter

$375.00

35. l

$13,162.50

Rushika Kumararatne
Shigenobu ltoh

$325.00

5.3

$ 1,722.50

$325.00

6.8

$2,2 i 0.00

Catherine Parsons

$325.00

3.7

$925.00

Laurie Biegel

$2 i 5.00

8.8

$ i ,892.00

Grand Total:

Total Hours: Blended Rate:


30.
Exhibit A.

$67,767.50 161.2 $420.39

The nature of the work performed by these persons is fully set forth in

The rates charged by Ruta's professionals and paraprofessionals are

2123/02'353-0031
1050439.01 .J 1/23/09

- 12-

typical for the nature of the work, and the reasonable vaJue of the services rendered by

Rutan to the Debtors during the Interim Perod is $67,767.50.

31. Under 330 of the Banuptcy Code, Rutan respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of these
cases, (b) the time expended, (c) the nature and extent of

the services rendered, (d) the

vaJue of such services, and (e) the costs of comparable services other than in a case
under the Banptcy Code. Furher, Ruta has reviewed Local Rule 2016-2 and the

Administrative Order and believes that this Application complies with requirements of
that Rule and Order.

WHEREFORE, Rutan respectfully requests that, for the period from October I,

2009, to October 31, 2009, it be awarded on an interim basis $68,539.58, consisting of


fees in the amount of $67,767.50 and expenses in the amount of $772.08, and that it be
authorized to receive a payment from the Debtor of $54,986.08, consisting of 80% of the
allowed fees ($67,767.50) and 100% of the allowed expenses ($772.08). Ruta aJso

requests such other and fuer relief as the Court deems just and proper.

Dated: November~, 2009

RUTAN & TUCKER, LLP

MA HEW W. GRIMSHAW (CA BarNo. 210424) 61 I Anton Boulevard, Foureenth Floor


Costa Mesa, California 92626- I 931

~~

Telephone: 714-641-5100 Facsimile: 714-546-9035

Eroail: mgrimshaw~ta.com
SpeciaJ Corporate and Litigation Counsel for the Debtors and Debtor in Possession

2123/023353-003 i

105043901.11/23/09

-13-

VERIFICA nON

State of California )
County of Orange )
)

Matthew W. Grimshaw, afer being duly sworn according to law, deposes and says:
a) 1 am an attorney with the law firm of

Ruta & Tucker, LLP ("Rutan"), and


the cour of

have been admitted to practice law before all of

the State of California.

b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Ruta.


c) I have reviewed the foregoing Eighth Monthly Application for

Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP Special Counsel to

the Debtors and Debtors in Possession for the Period from October i, 2009, though October 31,
2009 (the "Application"). To the best of

my knowledge, information, and belief, the facts set

fort therein are tre and correct.

d) I have reviewed DeL. Ban. LR 2016-2 and the Administrative Order

entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.

Dated: November.!, 2009

~A

attew W. Gnmshaw

2123/023353-0031 1053389.01 all123/09

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA)

COUNTY OF ORANGE)

--OPTIONAL SECTIONCAPACITY CLAIMED BY SIGNER


Though statute does not require the Nota to fill in (he data
below, doing so may prove invaluable to persons relying on the
document.

On thilYl; of

Novembe;:

)e.J:UJ.A at. L-t~, . Notar Public


(here insert name lld title of

2009, before me, lB

personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person~ whose nameEs
is/~subscribed to the within instrument, and acknowledged to

the offcer) 0

INDIVIDUAL
CORPORA TE OF'F'ICER(S)

me that he.Le/tM executed the same in his/ltllr authorized

capacity~, and that by his/RtR signaturefeon the

TITLE(S)

instrument the personW; or the entity(i. upon behalf of which 0


the person(~'acted. executed the instruent.

PARTNER(S)

o LIMITED

I certify under PENALTY OF PERJUR Y under the laws of the

o GENERAL
ATTORNEY -TN-FACT

State of California that the foregoing paragraph is true and 0


correct.

WITNESS my hand and offcial seaL.

o TRUSTEE(S)

AL.d~__
SIGNATURE OF NOTARY

o o

GUARDIAN/CONSER V A TOR

OTHER:

SIGNER is REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(JES)

l-..&.-~E#~~'l
(seal)

I MreFe2U012 - f ..---.._...._------ ....


OPTIONAL SECTION

18 No Pu Cou Or . Cai l

THIS CERTIF'CA TE MUST BE A IT ACHED TO THE TITLE OR TYPE OF DOCUMENT:


DOCUMENT DESCRlBED AT RIGHT:
Though the dat requested here is nol required by law, ii could prevent fraudulent Reimbursement of Expenses
reattachment of this form.

Eighth Monthly Application for Compensation and

NUMBER OF PAGES:
DA TE OF DOCUMENT:

OTHER SlGNER(S) THAN NAMED ABOVE:

I/-~~-M

EXHIBIT A

TAXPAYERS ACCOUNT
NO 95.3619027

RUTAN & TUCKER. LLP


ATIORNEYS 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: Gerry Tywoniuk, Sr. VP and CFO
i J I West Ocean Boulevard, Suite i 240

Invoice No.
Account No.
Billing Atty.

55328 i

023353 - 0006
James O'Neal

Long Beach, CA 90802

Date Page

April 3, 2009
i

RE: Corporate Matters

FOR PROFESSIONAL SER VICES RENDERED THROUGH MARCH 31, 2009


03/09/09
Laurie Biegel ( PA)

Review emails regarding transaction matters.


0311 0/09

1.0
0.50

Laurie Biegel ( PA)

Review Minute Books; prepare Statement of Information for San Pedro Bay Pipeline Company and filing agent instructions associated therewith.
03/12/09
Laurie Biegel ( PA)

Review and respond to email regarding offcer and director matters for Pacific Energy Resources Ltd.
03/19/09
Garett Slechter

0.30

Prepare updated anti-dilution calculation under lender warrants; research and respond to L. Martinez and B. Lynn inquiries re audit disclosures.
03/25/09
Gregg Amber
Prepare guaranty for World OiL.

3.50

0.60

03/25/09

James B O'Neal

Prepare audit letter for Canadian auditors, Meyers, Norris Penny.


03/26/09

0.50

Gregg Amber Review draft financial statement footnotes and MD&A

2.80

Addilional disbursements may have ben paid or ncurred on your behalf and are not reflected in this statement.
An addihonal statement covering such disbursemanti wil be furnished to you. The abbreviation (PAL. (LC).or (DC) rollowing an individual's name denotes paralegal, law derk or document derk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


Corporate Matters

April 3, 2009
Invoice No. 55328 i

023353-0006

Page No.2
Gregg Amber

03/27/09

Continue review and revision of AIF, financial statement footnotes and MD&A; audit committee meeting.
03/30/09

4.00

Gregg Amber Review materials circulated by G. Tywoniuk; reserve committee and board meetings.
Laurie Biegel ( PA)
Update Minute Books.

3.00

03/30/09

0.30

03/31/09

Laurie Biegel ( P A)

Review emails regarding minutes; assemble list of minutes and written consents needing signature; follow up regarding same.

1.0

Total Hours Total Professional Services

18,10

$8,078.00

DISBURSEMENTS AND COSTS ADVANCED


Duplication
8.74

Filing Fees

75.00
2.32

Telecopier
Miscellaneous

22.88

Total Disbursements

$108.94

Total Current Fees and Costs


Previous Balance Due

$8, i 86.94

Payments and Adjustments Prior Balance Due

1,022.00 (1,022.00) 0.00

Total Balance Due

$8,186.94

Additional disbursements may heve been paid or incurred on your behalf and are not reflcted in this statement. An addniooal statement cov&ing such disbursements will be furnished 10 you. Too abbreviation (PA), (LC),or (OC) following an individual's name denotes paralegal, law clen\ or document clerk

TAXPAYERS ACCOUNT
NO 9:;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 I I I West Ocea Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Att.

569392
023353 - 0029
James O'Neal

Date

November 6, 2009

General Case Administration

INVOICE SUMMARY

CURRENT INOICE SUMMARY:


Professional Fees

Fees and Costs Due This Invoice

6,367.50 6,367.50

Wire Instructions
Union Ban of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code' BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Addilional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement. An additional statement coverin such disbursements will be furnished to you.

Thi abbreviation (PA). (te),or (DC) following an individual's nam.. denotes paralegal. law clerk or docment cierI"

T AXP AYERS ACCOUNT NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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 I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.

Account No.
Biling Atty.

569392 023353 - 0029


J aines O'Neal

Date

November 6, 2009

General Case Administration

REMITTANCE COpy
*** PLEASE RETIRN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

6,367.50 6,367.50

Wire Instructions
California i 8300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name; Rutan & Tucker LLP Reference: Please refer to the invoice number listed above,
Union Bank of

Additional disbursements may have been paid or incurred on your behan and are not refiecled in this statement. An additional statement ccvenng such disbursements will be furnished to you. Th abbreviation (PA). (l C).or (DC) following an individual's name denotes paralegal, law clerk or docment ciarl.

TAXPAYERS ACCOUNT
NO 9:;3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT L.AW

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, Sf. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach~ CA 90802

Invoice No.
Account No.
Biling Atty.

569392 023353 - 0029


James O'Neal

Date Page

November 6, 2009
I

RE: General Case Administration

FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2009


I % I /09

Gregg Amber
Weekly

0.70
all hands update calL.

10/0 1/09

Garett Sleichter

i. 10

Prepare for and participate in weekly update call with Pacific Energy working group.
I 0/08/09

Cristy G Parker
Paricipate on weekly status update call with G.

1.00

Tywoniuk, M. Cervi, 1. Wolf, i. Kharasch, M. Litvak, S. Winn and others re varous outstanding matters.
10/08/09
Garett Sleichter

Prepare for and participate in weekly update conference call.


10/12/09

1.0

Gregg Amber Telephone conference with D. Katic re history and background of secured loans (0.2); conference with P. Parmes re same (0.2); review DJP credit agreement re
same (0.2).

0.60

10/13/09

Gregg Ai:ber

Telephone conference with D. Katic, V. Katic and T. Beckett re DIP credit agreement and time for various challenges.

0.80

AddiUonal disbursements may have been paid or incurred on your behalf and are nol refteclad in this stalement.

An additonal statement rovering such disbursements wi" be furnishe \0 you. The abbreviation (PA), (LC),ar (DC) follong an individual's name denales paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


General Case Administration

November 6, 2009 Invoice No. 569392

023353-0029

Page No.2

i 0/15109

Gregg Amber Weekly all hands update calL.

0.70

10/15/09

Cristy G Parker
Paricipate in weekly working group update call with G.

0.80

Tywoniuk, M. CerVi and others re open items.


10/15109

Garett Sleichter
Research deadlines regarding cerain lenders' rights and

2.70

claims.

10/22/09

Cristy G Parker
Paricipate on weekly status update call with G.

0.60

Tywoniuk, M. Cervi, 1. Kharasch, L. Wolf and various


others re open items.

i 0/22/09

Gregg Amber Weekly all hands update calL.


Garett Sleichter

0.70

i 0/22/09

Prepare for weekly status call (0.3); participate in weekly status call with Pacific Energy working group (0.8).
10/29109

1.0

Cristy G Parker Paricipate on weekly all hands status update call with G. Tywoniuk, M. Cerv and others.

0.70

10/29/09

Gregg Amber Weekly all hands update calL.


Garett Sleichter

0.70

10/29/09

i. 10

Prepare for and participate in Pacific Energy working group weekly status conference call.

Total Hours
Total Professional Services

14,40

$6,367.50

Total Current Fees

$6,367.50

Additional disbursemenls may have ben paid 0( incurred on your behalf and are not reflected ,n Ihis slalernnl
An additional statement covering such disbursements will be furnished to you.

Tt abbreviation (PA), (lC),or (DC) following an individuals name denoles pmalegal. law clerk or dOl;lJlienl clerk.

RUTAN & TUCKER, LLP


A rrORNEYS AT LAW

Pacfic Energy Resources Ltd.


General Case Administration

November 6, 2009

023353-0029

Invoice No. 569392

Page No.3

Previous Balance Due Payments and Adjustments Prior Balance Due

21,869.90 (7,642.80)
14,227.10

Total Balance Due

$20,594.60

ACCOUNTS RECEIVABLE
o - 30 DAYS

$6,367.50

31- 60 DAYS $4,683.50

61 - 90 DAYS
$ 1,910.70

91 - iso DAYS $7,632.90

OVER iso
$0.00

Additional disbursements may hav" been paid or incurred on your behaff and are not renected in this statement.

An aditional statement covering such disbursements wil be furnished to you.


The abbreviation (PAl, (LC),or (DC) tollowing an individuals name denotes paralegal, law cIeri or doument cler1.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


A TTORNEYS 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 TY"v'oniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.

569393 023353 - 0031


James O'Neal

Billing Att.
Date

November 6, 2009

Fee Application

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

4,2 i 8.00 4,2 i 8.00

Wire Instructions
Union Bank of Cali fomi

i 8300 Von Kanan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to le invoice number listed above.

Additonal disbursements may have been paid or incurred on your behaH and are not reflected in this statement.

An additional Slalement covering such disbur;emenls wil be furnished to you.


Th abbreviation (PAl, (LC),or (DC) fOllowiriy ~II iiiuividual's name denotes paralegaL. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CPO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569393 023353 - 0031


James O'Neal

Date

November 6, 2009

Fee Application

REMITT ANCE COPY


*** PLEASE RETURN

THIS PAGE WITH YOUR REMITTANCE ***

CURRENT INVOICE SUMMARY:


Professional Fees

Fees and Costs Due This Invoice

4,218.00 4,218.00

Wire Instructions
Union Ban of Californa 18300 Yon Karman Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Additional disbursements may have ben paid or incurred on your beha~ and are not reflected in this statement. An additional statement covering such disbursements will be furnishe to you. ThA "bbrevi~tion (PII), (LC),or (DC) following an Individual's namo dunules paralegal, law cler! or dOCumenl clerk.

TAXPAYERS ACCOUNT
NO 95-J51'X27

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd.

Invoice No.
Account No.

569393
023353 - 003 I
James O'Neal

Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Att.
Date Page

November 6, 2009
I

RE: Fee Application

FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 3 J, 2009


1 0/06/09

Matthew Grimshaw Email from S. McFarland re second interim tee application (.1); email from S. McFarland re responding to fee auditor's reprt (. J).
Matthew Grimshaw Email exchange with G. Amber re second interim fee application issues (.2). Matthew Grimshaw Email exchange with G. Amber re adding another Rutan attorney to next billing cycle to deal with insurance
carer issues arising from Mt. Redoubt errption.

0.20

1 0/07/09

0.20

10/12/09

0.20

i O/J 3/09

Matthew Grimshaw Work on second interim fee application.

2.80

10/14/09

Matthew Grimshaw Draft, revise, and finalize second interim fee application.
Matthew Grimshaw Work on September 2009 fee application.
Matthew Grimshaw Work on September fee application.

2.10

i 0/l5/09

1. 10

1 O/l

9/09

i. JO

Additonal disbursements may have ben paid or incurre( on your behart and are not reftected in this statemenL An additional statement covering suc disbursements wil be fumishe to you.

Th abbreviation (PAl, (LC).or (oe) following an individual's name denotes paralegal. law clerk or document den..

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW

Pacific Energy Resources Ltd.


Fee Application

November 6, 2009

lnvoice No. 569393

023353-003 i

Page No.2

10/20/09

Matthew Grimshaw

2.80

Draft, revise and finalize Rutan's seventh monthly fee application.


10/22/09

Matthew Grimshaw Email exchange with G. Amber re outstanding fee application issues. Matthew Grimshaw Email exchange with S. McFarland re no objections to Rutan's August fee application. Matthew Grimshaw
Email exchange with G. Amber re certificate of

0.20

10/23/09

0.20

10/26/09

0.20
no

objection re August.

Total Hours Total Professional Services

11.0
$4,218.00

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due

$4,2 i 8.00

13,463.90 (5,833.60)

7,630.30
$ i 1,848.30

Total Balance Due

ACCOUNTS RECEIVABLE
o - 30 DAYS

$4,218.00

31- 60 DAYS $3,881.70

61 - 90 DAYS $1,458.40

91 - 180 DAYS

$2,290.20

OVER 180 $0.00

Additonal disbursements may have been paid or incrred on your behalf and are not reOecled in this slalement
An additional stalement covering such disbursemenls wil be furnishe 10 you. Th abbreviation (PA), (LC).or (DC) following an individual's name denoles paralegal. law cia", or document cle",.

TAXPAYERS ACCOUNT
NO 95.3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUIT 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

569394 023353 - 0032


James O'Neal

Date

November 6, 2009

Corporate Governance

INVOICE SUMMARY

CURRENT INVOICE SUMMAY:


Professional Fees
Disbursements and Costs Advanced
$

2, i 94.00

Fees and Costs Due This Invoice

622.95 2,816.95

Wire Instructions
Union Bank ofCalifomia 18300 Von Karman Irvine, CA 92612 ABA #: J 22000496 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 additionat stale men! covering such disbursements will be furnishe 10 you. Th abbreviation (PA), (LC),Qf (DC) following an lntividual's name denotes paralegal, law clerk or docment clerk.

TAXPAYERS ACCOUNT
NO 95-3519021

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
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

569394 023353 - 0032


James O'Neal

Long Beach, CA 90802

Date

November 6, 2009

Corporate Govemance

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice

2,194_00

622.95 2,816.95

Wire Instructions
Union Ban 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 ooen paid or incurred on your ooha~ and are not reflected in this slatement. An additional stalement covering such disbursemenls wil be fumished to you.

The abbreviation (PA), (I.ei.or (DC) following an individual's name donotos paralegal. lew clerj or document clerk.

TAXPAYERS ACCOUNT
NO 9S-3519027

RUTAN & TUCKER, UP


ATIORNEYS 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.

569394
023353 - 0032
James O'Neal

Date Page

November 6, 2009
I

RE: Corporate Governance


FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 3 I, 2009

I % 1/09

Laurie Biegel ( P A)

Review and revise subsidiary written consents.


i 0/05/09
Laurie Biegel ( P A)

1.0
2.80

Review Meeting Minutes and update Minute Book Index and task list (0.40); prepare Statements of
Infonnation reflecting offce closures, changes to

parent and subsidiaries (1.20); research whether amendment to biennial report is required in Alaska due to officer and director changes and prepare amendment to biennial report (0.70); prepare email to G. Tywoniuk regarding
offcers and changes to directors of

documents for signatue (0.20); prepare director

resignation letters at the request ofG, Tywoniuk (0.30).


I 0/08/09

Laurie Biegel ( P A)

0.70

Updated Minute Books with written consents (0.40); prepare filing agent instructions for amendments to annual filings (0.30).
10/13/09
Laurie Biegel ( P A)

Review board minutes/signatures.


I 0/22/09

0.10

Gregg Amber Attend and take minutes at Board meeting.

0,70

Additional disbursements may have ben paid or incurred on your beha~ and are nol reflected in lhis statement.
An additional statement covering such disbursements will be furnished to you.

lru abbrrmation (PAl. /LC),or (DC) following an individual's name denotes parale9al. law clerk or document clerk

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

November 6, 2009

Invoice No. 569394

Page No.2

10/24/09

Gregg Amber
Work on minutes of

0.50
board meeting.

10/26/09

Rushika Kumararatne Correspondence with client re option tables;


Catherine Parsons Draft minutes for various Pacific Energy Board and Committee meetings.
Gregg Amber Work on board meeting minutes.
Laurie Biegel ( P A)

0.30

1 0/26/09

0.70

10/27/09

0.30

10/30/09

0.20

Update Minute Books for various entities.

Total Hours Total Professional Services

7.60

$2,194.00

DISBURSEMENTS AND COSTS ADVANCED


Filing Fees
603.75
19.20

Direct Long Distance

Total Disbursements

$622.95

Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due

$2,816.95
12,311.90 (3,108.00)

9,203.90
$12,020.85

Additional disbursements may have been paid or incurred on \'ur behalf and are nol reflected in this statement An additonal stalement covering such disbursements wil be furnished \0 you.
Tho abbreviation (PA), (LC).or (DC) following an individual's name denoles paralegal. law clerk or documnt cle'k.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

November 6, 2009 Invoice No. 569394

Page No.3

ACCOUNTS RECEIVABLE

0-30DAYS
$2,816.95

31- 60 DAYS $5, i 14.00

61 - 90 DAYS $777.00

91 - 180 DAYS

OVER 180
$0.00

$3,312.90

Addilional disbursements may have been paid or incrred on your behalf and are not reflecled in this slalemenl.

An additional s!alemanl covering such disbursements wil be furnished to you.


The abbreviation (PA), (LC).Of (DC) fOllowing an individual's name donotes paralegaL. law cio", or dowrnmil clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA TIONS

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 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569395 023353 - 0033


James O'Neal

Date

November 6, 2009

Alaska Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced

Fees and Costs Due This Invoice

31,137.50 40.19 31,177.69

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvne, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.

Additional disbursements may have been paid or incurred on yor behalf and are not reffected in this statement.

An additional statement covering such disbursements wil be furnished to yo.


The abbreviation (PA), (LC).or (DC) following an individual's name denotes ~lIdl"9"I' law clerk Of document clerk.

TAXPAYERS ACCOUNT
NO 9:;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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569395 023353 - 0033


James O'Neal

Date

November 6, 2009

Alaska Asset Sale

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced

Fees and Costs Due This Invoice

31,137.50 40.19 31,177.69

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine. CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have ben paid or incurred on your behalf and are not renecled in this statement.
An additional statement covering such disbursements will be furnished to you.

The abbreviation (PA), (ie),or (DC) following"n iniivid,,,I's name denotes paralegal, law clern or document clork.

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 ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

569395 023353 - 0033


James O'Neal November 6,2009
1

Date Page

RE: Alaska Asset Sale

FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31,2009


i % 1 /09

Penelope Parmes Conference with G. Amber and D. Katic regarding sale issues.

1.00

I 0/05/09

Ciisty G Parker Review proposed revisions from D. Cosgrove re exploration assets purchase and sale agreement (0.3); communicate via e-mail with L. Wolfre same (0. I)
Gregg Amber
Conference with P. Pares re abandonment order and

0.40

i 0/06/09

0.40

possible impact on shareholder ownership/acquisition of Alaska properties.


10/06/09

Penelope Parmes Provide analysis regarding abandonment issues.

0.50

1 0/07/09

Ciisty G Parker Prepare redlines of Cook Inlet Energy purchase and sale
agreement and related agreements and schedules per G.

0.40

Tywoniuk's request (0.3); communicate via e-mail with G. Tywoniuk re same (0.1).
i 0/07/09

Gregg Amber Review abandonment orders (0.3); telephone conference with D. Katic re same (0.2); correspondence

0.70

Additional disbursements may have been paid or incurroo on your behalf and are not reflected in this stalement.

An additional statement covering such disburselTnts wil be furnished to you.


The abbrevialion (PA). (LCl,or (DC) follOWing an individual's name denotes paralegal. law cler! or document eler!.

RUTAN & TUCKER, LLP


A TTORNEYS A T LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

November 6, 2009 Invoice No. 569395

Pagc No.2

with G. Tywoniuk re CIPL board rep issues (0.2)


10/12/09

Gregg Amber Conferences and correspondence with D. Katie, G. Tywoniuk and C. Parker re possible unwind of Alaska abandonment.

0.50

1 0112/09

Cristy G Parker
Prepare revised clean and marked versions of Group 1

8.40

purchase and sale agreement (5.2), exhibits and schedules (i .5), and deposit agreement (0.8); telephone conferences and e-mail communications with G. Tywoniuk, L. Wolf, buyer's counsel and others regarding same (0.9).
10/13/09

Gregg Amber Telephone conference with D. Katic, V. Katic and A. Marno regarding effects of abandonment and
abandonment rescission.

0.80

10/13/09

Cristy G Parker Draft summar of proposed purchase and sale agreement for use in court motion (0.9); telephone conferences and communicate via e-mail with G. Tyworluk, L. Wolf, D. Cosgrove, buyer's counsel and others re revisions needed to purchase and sale agreement and exhibits and schedules (0.7); revise same
(2.1 ).

3.70

I 0/14/09

Cristy G Parker Revise Group 1 purchase and sale agreement, exhibits and schedules (4.3); review and comment on sale motion and notice (0.9); telephone conferences and e-mail communications with buyer's counsel, G. Tywoniuk, L. Wolf, M. Cervi, R. Saunders, 1. Kharasch and others re
same (1.2).

6.40

1 Oil 4/09

Gregg Amber Review sale motion and CIE purchase documents (0.5); correspondence with working group re same and re Board approval issues (0.3).

0.80

Addijional disbursements may have been paid or incurred on your behalf and are not reflected in this stat

An addiUonal slatement covering such disbursBmenls wiU be fumishBd to you.

omen!.

Th abbreviation (PA). (lC).or (DC) following an individual's name detes paralegal. law CIBr1 or documAnt clor1.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

November 6, 2009 Invoice No. 569395

Page No.3

10/14/09

Garett Sleichter

1.60

Review and prepare comments to draft Purchase and Sale Agreement with Cook Inlet Energy.
1 0/14/09

Garett Sleichter Review and prepare comments to notice and motion to vacate Alaska abandonment.
Cristy G Parker Revise exhibits and schedules to Group i purchase and sale agreement (1.9); e-mail communications and telephone conferences with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same (i .5); e-mail communications with B. Sullivan and numerous
interested paries re same (1.3); offce conferences with

3.50

10/15/09

5.60

G. Sleichter and S. Hoh and e-mail communications with R. Saunders and potential buyers re confidentiality
agreement issues (0.9).

10/15/09

Garett Sleichter Update and manage Merrll datasite and user access.
Cristy G Parker Review and comment on drafts of notice and motion re
rejection of

0.50

10/16/09

4.10

varous Ala."ika contracts (1.4); revise Group

I purchase and sale agreement, exhibits and schedules (1.4); comment on cure notice schedule (0.5); communicate via e-mail with D. Cosgrove, M. Cervi and others in working group re same (0.8).
10/19/09

Cristy G Parker Revise schedules and exhibits for Group 1 purchase and sale agreement (1.0); e-mail communications with D. Cosgrove, M. Cervi, G. Tywoniuk, L. Wolf and B, Sullivan re same (0.5).
Cristy G Parker
E-mail and telephone communications with G.
Tywoniuk, M. Litvak, S. McFarland, L. Wolf

1.50

10/20/09

0.50

and Union

counsel re Group I exhibits and schedules.


10/21/09

Cristy G Parker

3.50

Additional disbursements may have ben paid or Incurred on your behalf and are not reflected in Ihis statement. An additional statement covering such disbursements will be furnishe to you. The abbreviation (PA), (tC),or (DC) following an individual', name denotes paiale!lal, law clerk or document clerk.

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW

Pacific Energy Resources Ltd.


Alaska Asset Sale

November 6, 2009

Invoice No. 569395

023353-0033

Page No.4

Revise Group i purchase and sale agreement exhibits and schedules to incorporate buyer comments (1.3); communicate with G. Tywoniuk, L. Wolf, D. Cosgrove and others via e-mail re same (0.4); distrbute same to buyer and various interested paries, including Union, Aurora, Steptoe, USDOJ and others (0.9); prepare summar of ORRI issues relating to purchase and sale agreement and communicate via e-mail and telephone with S. McFarland re same (0.9).
i 0/22/09

Cristy G Parker Telephone conferences with G. Tywoniuk, S, McFarland and M. Cervi re treatment of royalties under Group i purchase and sale agreement (0.5); prepare requested redlines of Group 1 purchase and sale agreement and exhibits and schedules for G. Tywoniuk
and board members (0.4).

0.90

10/23/09

Cristy G Parker Communicate via e-mail with G. Tywoniuk and L. Wolf re Union objections to Group i purchase and sale agreement. Cristy G Parker Provide D. Cosgrove with requested documents re Group i sale to Cook Inlet Energy.
Cristy G Parker Revise disclosure schedules for Cook Inlet Energy pl1rchase and sale agreement (i.3); communicate via e-mail with D. Cosgrove, G. Tywoniuk and others re same (0.6); revise Cook Inlet Energy purchase agreement
(0.6); prepare closing checklist (0.9).

0.20

1 0/26/09

0.30

10/27/09

3.40

10/27/09

Cristy G Parker Review Stellar's draft purchase agreement re Group i


(1.0); prepare disclosure schedules re same (1. 7); review

6.40

and comment on Stellar deposit agreement (0.9); communicate via e-mail with G. Tywoniuk and i. Kharasch re same (0.9); prepare closing checklist (1.9).
10/28/09

Cristy G Parker

3.90

Addilional disbursements may have been paid or incurred on yor behaff and are not reffected in this statement.
An additional statement covering such disbursements wil be furnished to you. Th abbreviation (PA). (LC),or (DC) fOllowing an individual's rwno danotos paralegal. law clerk or doument cleric

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

November 6, 2009

Invoice No. 569395

Page No.5

Revise Cook Inlet Energy purchase and sale agreement, exhibits, schedules and closing checklist (2.8); telephone conferences with G. Tywoniuk and D. HaIl re same (0.6); e-mail communications with G. Tywoniuk, D. Cosgrove, L. Wolf and others re same (0.5).
10/28/09

Cristy G Parker Revise Stellar purchase and sale agreement, exhibits, schedules and closing checklist (2.8); telephone conferences with G. Tywoniuk re same (0.3); e-mail communications with G. Tywoniuk, D. Cosgrove, L. Wolf and others re same (0.5).

3.60

10/29/09

Cristy G Parker Review and comment on board resolutions re approval


of sale of assets to Stellar Energy (0.4); e-mail

0.80

communications with G. Tywoniuk, R. Kumararatne, G. Amber and L. Wolf re same and re closing preparations
(0.4).

10/29/09

Gregg Amber
Review objections to vacatur of abandoruent and draft

0.50

debtor response thereto.


i 0/29/09

Cristy G Parker Review and comment on board resolutions re approval of sale of assets to Cook Inlet Energy (0.4); e-mail communications with G. Tywoniuk, R. Kumararatne, G. Amber and L. Wolfre same and re closing preparations (0.4).

0.80

L 0/29/09

Rushika Kumararatne Review purchase agreement re sale of group 1 assets and draft written consents re same.

2.80

10/30/09

Cristy G Parker Telephone conference with M. Litvak re terms of Cook Inlet Energy purchase and sale agreement (0.2); communicate with G. Tywoniuk, L. Wolf and other working group members re closing preparation and
outstanding items (0.4).

0.60

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalernnl. An additional statement covering such disbursements will be furnishe to you. Tho abbreviation (PA), (Le),or (DC) following an individual's ""me denotes paralegal, law clerk or doulliBril "il",.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

November 6, 2009 Invoice No. 569395

Page No.6

10/30/09

Cristy G Parker Communicate via e-mail and telephone with Stellar counsel, G. Tywoniuk, and other working group
members re closing preparation and outstanding items.

0.50

Total Hours
Total Professional Services

69.50

$31,137.50

DISBURSEMENTS AND COSTS ADVANCED


Long Distance Telephone

28.79
I 1.40

Direct Long Distance

Total Disbursements

$40.19

Total Current Fees and Costs

$31,177.69
219,418.93
(8 i ,207.50)

Previous Balance Due Payments and Adjustments Prior Balance Due


Total Balance Due

138,211.43

$169,389.12

ACCOUNTS RECEIVABLE
o - 30 DAYS
$3 1,177.69

31- 60 DAYS $58,034.13

61 - 90 DAYS

$63,680.30

91- 180 DAYS $16,497.00

OVER 180
$0.00

Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statemenl.

An additional statement covering such disbursements wil be furished to yo.


The abbreviation (PA). (I.C).or (DC) followng an individual's name denotes paralegal. law clerj or document clorll

TAXPAYERS ACCOUNT
NO 95-3519(27

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714)641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No.

569396
023353 - 0034 James O'Neal

Bling Atty. Date

November 6, 2009

Beta Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

4,022.50 4,022.50

Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Union Ban of

Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behaij and are not reffected in this statement.

An additional stalemenl covering such disbursements wil be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individual's nilme denotes paralegal, law CoIp,rK or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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
III West Ocean Boulevard, Suite 1240

Invoice No. Account No.


Biling Att.

569396
023353 - 0034 James O'Neal November 6,2009

Long Beach, CA 90802

Date

Beta Asset Sale

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

4,022.50 4,022.50

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Addilional disbursements may have been paid or incurred on your behalf and are not reflacted in this statement.

An additional statement covering such disbursements wil be furnishe to you. TI.. "oolevi"liuli (PAl, (LCl,ol (OCl following an Individual's nama daMtes pafalega/. law clerk or docment clerk.

TAXPAYERS ACCOUNT
HO 9!;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: Ger Tywoniuk, Sr. VP and CFO

Invoice No.
Account No.
Billing Atty.

569396 023353 - 0034


James O'Neal

11 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Date Page

November 6, 2009
1

RE: Beta Asset Sale


FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31,2009
1 0/03/09

Gregg Amber Conference call with Castlegate Holdings and Sanchez


Capital regarding possible Beta purchase.

1.00

10/16/09

Garett Sleichter Research and review Beta transaction documents and historical operating agreements per request of L. Wolf.
Garett Sleichter

3.90

10/16/09

1.10

Manage users and user access to Merrll datasite (0.5);


update documents in datasite (0.6).

10/21/09

Cristy G Parker Communicate via e-mail with S. Itoh and others re confidentiality agreements for access to data site.
Garett Sleichter

0.30

10/2 1/09

0.70

Review and update user status and access to Merrll datasite.


10/30/09
Garett Sleichter

2.70

Review representations and warranties sections of lenders' credit bid purchase and sale agreement.
10/30/09
Garett Sleichter

0.50

Load fies to Merrll datasite and manage user access.

Additional disbursements may have been paid or incurred on your beha~ and are not reflecled 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.

Beta Asset Sale

November 6, 2009 Invoice No. 569396

023353-0034

Page No.2

Total Hours
Total Professional Serices

10.20

$4,022.50

Total Current Fees

$4,022.50
49,121.01

Previous Balance Due Payments and Adjustments Prior Balance Due

(4,901. I)
44,219.70
$48,242.20

Total Balance Due

ACCOUNTS RECEIVABLE
o - 30 DAYS $4,022.50

31- 60 DAYS $4,179.50

61 - 90 DAYS $1,219.50

91 - iso DAYS $38,820.70

OVER iso
$0.00

Additional disbursements may have been paid or incurred on your behalf and are not reftecied in this statement.

An additional statement covering such disbursements wil be furnishe to you.


The abbreviation (PA), (LC),or (DC) following an individual's name denole. perelegal, law cieri or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD

SUITE 1400 POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950

(714) 641.5100

Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sf. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.

569397 023353 - 0035


James O'Neal

Long Beach, CA 90802

Blng Atty. Date

November 6, 2009

Financing

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

1,805.00 1,805.00

Wire Instructions
Union Bank of Californa 18300 Yon Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have ben paid or incrred on your behair and are not reflected in this statement.
An addiorial statement covering such disbursements will be furnished to you.

Th abbreYiaon (PA), (LC),or (DC) rOllowing an individual's name denotes paralegal, law ckork or docu'lllrl "Ittik.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 841-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Atty.

569397 023353 - 0035


James O'Neal

Long Beach, CA 90802

Date

November 6, 2009

Financing

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

1,805.00 1,805.00

Wire Instructions
Union Bank of California

18300 Von Kaian


Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630J 33009
Account Name: Ruta & Tucker LLP

Reference: Please refer to the invoice number listed above.

Additional disbursemenls may have been paid or incurred on your behalf and are not reffecled in this statement.

An additinal slatemeof covering such disbursements will be fumished to you. The abbreviation (PA). (LC).or (DC) fallowing an individuiil'~ MIT dftnotft. p~rai.~i. law cle", or douninl clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 9262B-195O

(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.
Biling Atty.

569397
023353 - 0035
James O'Neal

Date Page

November 6, 2009
i

RE: Financing
FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2009

i % 1/09

Gregg Amber Review DIP Amendment No.6 and correspondence with working group re same (0.2).

0.20

10/01/09

Rushika Kumararatne Review DIP credit agreement with regards to notice provisions (,3); correspondence with client re same (. i).
Garett Sleichter
Research affrmative and negative covenants in DIP

0.40

10/02/09

1.00

credit facility regarding change in principal place of business.


10/05/09

Cristy G Parker Review amendment no. 6 to DIP credit agreement and e-mails from lenders' counsel and G, Tywoniuk re same.

0.30

I 0/12/09

Cristy G Parker Office conference with G. Amber re DIP facility restrictions and terms,
Gregg Amber Review 7th Amendment to DIP Credit Agreement and correspond with working group re same.

0.30

10/30/09

0.20

10/30/09

Cristy G Parker

1.80

Additional disbursements may have been paid or incrred on your behaK and are not reflected in this statement.
An additional statement covering such disbursements wil be fumished to you. Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law claIR 0' document clerk.

RUTAN & TUCKER, LLP


ATTORNEVS AT LAW

Pacific Energy Resources Ltd.

Financing 023353-0035

November 6, 2009 Invoice No. 569397

Page No.2

Review, analyze and comment on amendment to DIP credit facility (1.4); communicate via e-mail with G. Tywoniuk, M. Cervi and A. Bandes re same (0.4).

Total Hours Total Professional Services

4.20
$ I ,805.00

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due

$1,805.00
55,990.26 (7,796.00)
48, i 94.26

Total Balance Due

$49,999.26

ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i ,805.00

31- 60 DAYS $9,006.00

61- 90 DAYS $1,949.00

91 - 180 DA YS

OVER 180
$0.00

$37,239.26

Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement
An additiol statement covering such disbursements wil be furnishe to you.

The abbreviation (PA), (LC),or (DC following an individual's name denotes paraleal. law clerk or docment clerk.

TAXPAYERS ACCOUNT
NO 9:;3519027

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON

BOULEARDSUITE 140

POST OFFICE BOX 1950


COSTA MESA. CALIFORNIA 92628.1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywomuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240

lnvoice No.
Account No.
Billing Atty.

569398
023353 - 0038
James O'Neal

Long Beach, CA 90802

Date

November 6, 2009

General Corporate Issues

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

2,935.00 2,935.00

Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Union Bank of

Account Name: Ruta & Tucker LLP

Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or Incurred on your beha~ and are not reflecled In this statement. An additional statement covering suc dkbursemenls will be furnished to you.

Th abbreviation (PA). (lC),or (DC) folloing an individual's name denotes paralegal. law clen. or document clen..

TAXPAYERS ACCOUNT
NO 9/;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

PacI fic Energy Resources Ltd.

Invoice No.
Account No.

AUn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

569398 023353 - 0038


James O'Neal

B1ing Atty. Date

November 6, 2009

General Corporate Issues

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMIlTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

2,935.00 2,935.00

Wire Instructions
Union Ban of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have ben paid or incurred on ~ur behaH and are nol reflected in Ihis slatemeht.
An additional slalement covering such disbursements will be furnished to ~u. The aboreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clan. or document cion..

TAXPAYERS ACCOUNT
NO 95-3~19027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW
A PARTNERSHIP INCLUOING PROFESSIONAL CORPORATIONS

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 1 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569398 023353 - 0038


James O'Neal

Date Page

November 6, 2009
1

RE: General Corporate Issues

FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2009


I 0/02/09

Catherine Parsons Research the statute of limitations for fiduciar duty and other bankruptcy related claims under Delaware and federal law (for D&O tail policy purposes).
Catherne Parsons

1.0

10/05/09

Research the statute oflimitations for fiduciar duty and


other bankptcy related claims under California securities law (for D&O tail policy purposes).

1.0

lO/05/09

Rushika Kumararatne
Update options table for September terinations;

l.40

correspondence with client re same.


10/07/09
Rushika Kumararatne

0.10

Draft resignation and email correspondence re same.


10/12/09

Garett Sleichter Analysis re current capitalization and prepare fully-diluted capitalization table as of September 30, 2009.

3.30

10/27/09

Garett Sleichter Review and update fully diluted capitalization table as of September 30,2009 based on updated stock option information.

i. 10

Additional disbursments may have been paid or incurred on your beha~ and are not renected in this statement. An aditional statement covering such disbursements will be fumlshed to you. The abbreviation (PA). (lC).or (DC) tollowing an individual's name denotes paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.

General Corporate Issues 023353-0038

November 6, 2009 Invoice No. 569398

Page No.2

I 0/27109

Rushika Kumararatne Review cap table and correspondence with client regarding questions on same.

0.30

Total Hours
Total Professional Services

9.00

$2,935.00

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due

$2,935.00
7,659.90 (3,207.20)

4,452.70
$7,387.70

Total Balance Due

ACCOUNTS RECEIVABLE
0- 30 DAYS $2,935.00
31- 60 DAYS $1,242.50

61- 90 DAYS $801.80

91- 180 DAYS $2,408.40

OVER 180 $0.00

Additional disbursements may have ben paid or incurred on your behaH and are not reflected in this statement. An additioal statement covering such dlsbursemenls will be furnishe 10 you.
Th abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerK or document Cie"'.

TAXPAYERS ACCOUNT
NO 9&-3519027

RUTAN & TUCKER, LLP


ATIORNEYS 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569399 023353 - 0039


James O'Neal

Date

November 6, 2009

Confidentiality Agreements

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

3,110.00 3,110.00

Wire Instructions
Union Bank uf Californa i 8300 Von Karman Irvine, CA 92612 ABA #: 12200096 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & 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 slatement covering such disbursements wil be furnished to you. The abbreviation (PA), (lC).or (DC) following an individual's name denotes paralegal, law clerk or doument derk.

TAXPAYERS ACCOUNT
NO 95-351!127

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, Sf. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Accunt No.
Biling Atty.

569399 023353 - 0039


James O'N eal

Long Beach, CA 90802

Date

November 6, 2009

Confidentiality Agreements

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

3,110.00 3,110.00

Wire Instructions
Union Ban of Californa 18300 Von Karman
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 disbursements may have been paid or incurred on your behalf and are not refl""led in this slalement
An additional 51alemenl covering such disbursemnts wil be furnished to you. The abbreviation (PA). (Le),or (OC) following an individual's name denoles paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT lAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd.


Attn: Ger Tywoniuk, Sr. VP and CFO

Invoice No.
Account No.
Biling Atty.

569399
023353 - 0039 James O'Neal

1 1 1 West Ocean Boulevard, Suite 1240

Long Beach, CA 90802

Date Page

November 6, 2009
1

RE: Confidentiality Agreements

FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2009


10/15/09
Shigenobu Itoh

0.10

Prepare correspondence to Mr. Gruder regarding WL Ross & Co. confidentiality agreement.
i 0/15/09
Shigenobu Hoh

0.10

Telephone conference with Mr. Perold ofWL Ross & Co. LLC regarding confidentiality agreement.
10/15/09
Shigenobu Itoh
1.00

Telephone conference with Mr. Gruder or WL Ross & Co. LLC regarding comments to confidentiality agreement.
10/15/09
Shigenobu Itoh

0.30

Prepare data room access mechanics with WL Ross &


Co. LLC.

10/15/09

Shigenobu Itoh

0.10

Prepare correspondence to Mr. Tywoniuk regarding WL Ross & Co. LLC confidentiality agreement.
10/15/09
Shigenobu Hoh

0.90

Review and prepare comments to confidentiality agreement with WL Ross & Co, LLC.
101 15/09

Shigenobu Itoh

0.80

Addilional disbursements may have been paid or incurred on your Dehalf an are not refleCled in this statement. An additional statement covering such disbursements wil De furnished 10 you. The abbreviation (PA). (LC),or (DC) following an individual's name denoles paralegal, law clen. or document cleric

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039

November 6, 2009

bivoice No. 569399

Page No.2

Prepare revised confidentiality agreement with WL Ross & Co. LLC.


10/15109
Shigenobu hoh

0.20

Telephone conference with Mr. Perold ofWL Ross & Co. LLC regarding confidentiality agreement.
10/15109
Shigenobu Hoh

0.10

Prepare correspondence to Mr. Gruder regarding confidentiality agreement and data room access information.
10/15109

Garett Sleichter Draft confidentiality agreement for interested parties in

0.90

banptcy case to evaluate objection to sale motion.


1011 6/09

Shigenobu Hoh

0.20

Review and prepare correspondence with Mr. Cosgrove regarding confidentiality agreement with WL Ross &
Co. LLC.
i 01 i 6/09

Shigenobu ltoh Telephone conference with WL Ross & Co. LLC regarding data site access.
Shigenobu Itoh Review correspondence from WL Ross & Co. LLC regarding confidentiality agreement.
Shigenobu !toh

0040

101 I 6/09

0.20

1O/l9/09

0.30
agreement.

Prepare fully-executed copyofWL Ross & Co LLC


confidentiality

i Oil 9/09

Shigenobu Hoh

0.10

Prepare correspondence to Mr. Cosgrove regarding WL Ross & Co LLC confidentiality agreement.
1O/l9/09
Shigenobu Hoh

0.10

Prepare correspondence to WL Ross & Co. LLC regarding confidentiality agreement.


10/19/09
Shigenobu Itoh

0.50

Addijional disbursements may have ben paid or inculTed on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbrevlation (PA), (LC).or (DC) following an indlvidual's name denotes paralegal. law clerk Of document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039

November 6, 2009 Invoice No. 569399

Page No.3

Telephone conference with Mr. Cosgrove regarding WL Ross & Co. LLC confidentiality agreement.
10/21/09
Shigenobu Itoh

0.60

Review and prepare comments to confidentiality agreement with Woodlands Oil & Gas.
10/2 I /09
Garett Sleichter

1.50

Review and revise proposed form of confidentiality agreement from potential Beta purchaser Woodlands Oil
and Gas, Inc.

i 0/27/09

Shigenobu Itoh Prepare correspondence to Mr. Lynd regarding Chevron letter to Rapid Funding LLC confidentiality agreement.
Shigcnobu Itoh

0.10

10/27/09

0.50

Prepare Rapid Funding LLC confidentiality agreement.


10/27/09
Shigenobu Itoh

0.10

Review correspondence from Mr. Lynd regarding executed Rapid Funding LLC confidentiality agreement.
10/30/09
Shigenobu Itoh

0.10

Review correspondence from Mr. Lynd regarding data


room access for Rapid Funding LLC.

Total Hours Total Professional Services Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due

9.20

$3,110.00

$3, Ii 0.00

10,105.20 (858.00)

9,247.20

Total Balance Due

$12,357.20

Additional disbursements may have ben paid or incurred on your behaff and are not renected in this slateman!. An additinal slatemant covering suc disbursements will be furnishe to you.
The abbreviation (PA). (LC).or (DC) followin an individual's name denotes paraleal. law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039

November 6, 2009 Invoice No, 569399


Page No, 4

ACCOUNTS RECETV ABLE

o - 30 DAYS $3,110.00

31- 60 DAYS $130.00

61- 90 DAYS $214.50

91 - 180 DAYS $8,902.70

OVER 180
$0.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this staleme!. An additinal statement covering such disbUTsements will be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO ~5-J519027

RUTAN & TUCKER, LLP


ATTORNfYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPRATIONS

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 i 240 Long Beach, CA 90802

Invoice No.
Account No.
Billng Atty.

569400 023353 - 0040


James O'Neal

Date

November 6, 2009

General Contract Review and Preparation

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees aDd Costs Due This Invoice

3,850.00 3,850.00

Wire Instructions
Union Bank of Caliorna

18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalement.

An additional statement covering such disbursements wil be furnishe \0 you.


The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or docment clerk.

TAXPAYERS ACCOUNT
NO ~5-3519027

RUTAN & TUCKER. LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEY ARD 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 I 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569400 023353 - 0040


James O'Neal

Date

November 6, 2009

General Contract Review and Preparation

REMITT ANCE COpy


*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

3,850.00 3,850.00

Wire Instructions
Union Bank of Calilomia
18300 Von Karman

Irvine, 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 disbursemets may have been paid or incrred on yor behalf and are not reflected in Ihis slalemont. An addilional slatement covering such disbursemenis wil be furnished to you. Th abbreviation (PA). (LC),or (DC) following an individual's name deooles paralegal. law cleli or docment cle.li.

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 I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No,
Account No.
Biling Atty.

569400 023353 - 0040


James O'Neal

Date Page

November 6, 2009
I

RE: General Contract Review and Preparation


FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 3 i, 2009
J 0/05/09

Garett Sleichter Review Bingham comments to amendment to deposit


account control agreement.

0.60

i 0/05/09

Garett Sleichter

Draft and respond to email communication regarding amendment to deposit account control agreement.
10/06/09

0.20

Garett Sleichter Review proposed execution draft of amendment to deposit account control agreement (0.3); prepare execution draft of same (0.2); draft and respond to emaIl conuunication regarding same (0.2).
Garett Sleichter

0.70

10/14/09

Draft and respond to email communication regarding deposit account control agreement amendment.
lOll

0.20

5/09

Garett Sleichter Draft and respond to email conuunication regarding amendment to deposit account control agreement.
Duke F Wahlquist

0.20

Oil 9/09

Phone conference with client representatives regarding


insurance claim.

0.20

Additinal disbursements may have been paid or incurred on your behaij and are not reflected in this slatement.
An additional slalement covering such disbursements wil be furnished 10 you. Th abbreviatio (PA), (LC).or (DC) following an individual's name denoles paralegal. law clerk or doument clerk.

RUTAN & TUCKER, LLP


A TTORNEYS AT LAW

Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040

November 6, 2009 Invoice No. 569400 Page No.2

10/20109

Duke F Wahlquist Review of policy and other materials relevant to insurance claim (3.0); conference with client representatives regarding Cook Inlet Losses and insurer's position regarding same (0.8); phone conference with expert regarding relationship, if any, between volcanic eruption and earthquake as potential causes of loss in connection with waiting period for claim (0.8).
Duke F Wahlquist Conference call with insurance co representatives, client and broker regarding status of claim and additional information requested by insurer.

4.60

I 0/22/09

0.70

10/27/09

Garett Sleichter Review final amendment no. 1 to amended and restated deposit account control agreement with Wells Fargo.

0.30

Total Hours Total Professional Services

7.70

$3,850.00

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due

$3,850.00

6,810.00 (1,770.00)
5,040.00

Total Balance Due

$8,890.00

ACCOUNTS RECEIVABLE

0-30DAYS
$3,850.00

31- 60 DAYS $3,364.50

61 -90

DAYS

$442.50

91 -180 DAYS $1,233.00

OVER 180 $0.00

Additional disbursements may have been paid or incurred on your behan and are not reflected in this statement.

An aditonal statement covering such disbursements will be furnishe to you.


Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

T AXP AYERS ACCOUNT NO 91)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.
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No,
Billing Atty.

56940 I

023353 - 0041
James O'Neal

Long Beach, CA 90802

Date

November 6,2009

Securities Issues

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

50,00 50.00

Wire Instructions
Union Bank of Calforna

18300 Yon Kanai


Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Rcfercnce: Please refer to the invoice number Isted above.

Additional disbursements may have been paid or incurred on yor behalf and are not reffected in this statement. An additional statement covering such disbursements wil be fumished to you. Tl alibreviatlon (PA). (LC),or (DC) follOwing an individual's name denotes paralegal. law clerk or document cle"'.

TAXPAYERS ACCOUNT
NO 91;3519021

RUTAN & TUCKER, LLP


A TIORNEYS 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 ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

569401 023353 - 0041


James O'Neal

Date

November 6, 2009

Securities Issues

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITIANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

50.00 50.00

Wire Instructions
Union Bank of Californa 18300 Von 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.

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement An aditional statement covering suc disbursements wil be furnished to you. The abbreviatioii (PA). (iC),Of (DC) following an individual's name denotes paralegal. law clerk or docnt clene

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT lAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 195 COSTA MESA, CALIFORNIA 92628.1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO I 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

56940 i

023353 - 0041
James O'Neal
November 6,2009
1

Date Page

RE: Securities Issues


FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31,2009

10/01/09

Catherine Parsons Communicate with varous brokers regarding legend to legend transfers.

0.20

Total Hours Total Professional Services

0.20

$50.00

Total Current Fees

Prior Balance Due

$50.00 10,841.60
$10,891.60

Total Balance Due

ACCOUNTS RECEIVABLE

0-30DAYS
$50.00

31- 60 DAYS $795.00

61 - 90 DA YS

$0.00

91 - 180 DAYS $10,046.60

OVER 180 $0.00

Additional disbursements may have been paid or incurred on your behaij and are not reflected in this slatemenL An additional slatement covenng such disbursemenls will be fumished to you. The abbr..viation (PA). (LC),or (DC) following an individual's name denotes paralegal. law c1er\ or document clerk.

EXHIBIT B

tl)3Jj5- t/rI

fiEC . r~~'.~
~\l '3 \l /.".;

.\\JEO
" ~ . ....--

~CCOV:/"..

E i ena CI'II1Gs l3/30/09 11 : 37

=====::== Drderii 0041 80 =======0923


* ****** ****** *** ************ **********

iii~~i~~i!i~iii~ii~!i

*AP1058924*

********* G U EST Receipt *****~****


** *** * ** ************ * ***** *** **** *****

CUP Sp 1 it Pea 5 . 95

Sp i nach MushroCl 12.50

Sutot i 18.45

Tax 1.43 TOTJil 19. BS

Ba 1 ance Due
Account II 25710
f

19.88

USE YOUR Member CAHD---Take ADVANTAGE

\!ohdor ~_'j9~_Session ID Ip_4~_


Request ID QuiCk Check 0
(Accoi:ntin(; USli 0111,)

RUTAN. TUCKER _\.

0'-6
Tip
TOTAL

'3 ~;

~)- f1

I agree to pay abovH tota 1 AlofOUNT

according to c miuer ~n,.~. /

Sign I~
*PLEASE PAY THE CASHIER* We Appreciate

Yiir !:ii:;in:;:;

( fl4) 6 3354

EXHIBIT 3

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OF DELA WARE
In re
Chapter i i

PACIFIC ENERGY RESOURCES LTD., et al., i


Debtors.

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


Objections Deadline:

December 30,2009 at 4:00 p.m.

Hearng Date: Only If Objections Are Timely Filed

NOTICE OF FILING OF NINTH MONTHL Y FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Offcial Commttee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Ruta"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
filed its Ninth Monthly Applicationfor Compensation and Reimbursement of Expenses of

Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for
the Period from November 1, 2009 through November 30, 2009, seeking compensation

for services in the amount of $92,5 i ) .00 and reimbursement of costs incured in the
amount of $67.25 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if

any, to the Application

must be made in accordance with the Admirstrative 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 ta identifcation 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 111 W. Ocean

i 1231023353-0031 J 050087.01 .12/09/09

and 331 Establishing Procedures for Interim Compensation and Reimbursement of


Expenses for Professionals and Committee Members (Docket No. 1471 (the
"Administrative Order") and must be fied with the Clerk of the United States

Banptcy Cour for the Distrct of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on December 30,2009,
(the "Objection Deadline").

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

that they are received not later than December 30, 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, Att: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Att:

Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski
Stag Ziehl & Jones LLP, 919 Nort Market Street, 17t1 Floor, Wilmington, DE 19899-

8705, Aitn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionesrapszilaw.com;

(2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica Blvd., lIth Floor, Los
Angeles, CA 90067-4100; Att: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail:
ikharashranszilaw.com; and (3) Ruta & Tucker, LLP, 61 1 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Att: Penelope Panes, Esq.; Fax

714-546-9035, email:

pparmes(qrutan.com; (c) the Offce of

the United States Trustee, J. Caleb Boggs Federal

Building, 844 N. Kig 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 Sta, 28th

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-03 i

1050087.01.1210910

-2-

Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq., Fax: (310) 734-3173, email: kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaz, Ste 5100, 1313

N. Market Street, Wilmington, DE 19801; Att: James C. Cargnan, Esq., Fax: (302) 4218390, e-mail: icarignan((pepoerJaw.com (the "Notice Paries")
PLEASE TAKE ji'URTHER NOTICE that if

any responses or objections to the

Application are timely fied, served and received, a hearng on the Application wil be
held at the convenience of the Banptcy Cour. Only those objections made in wrting

and timely filed, served and received in accordance with the Administrative Order and

the procedures described herein will be considered by the Banptcy Cour at such
hearing.

PLEASE TAK FURTHER NOTICE that, pursuant to the Adminstrative


Order, if no objection to the Application is tiely fied, served and received by the

Objection Deadline, the Applicant may be paid an amowit 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 furter order of the Banptcy Court.

Dated: December +,2009

RUTAN & TUCKER, LLP

~\vCA Bar No. 210424)


611 Anton Boulevard, Foureenth Floor
Costa Mesa, Californa 92626- 193 i

Telephone: 714-641 -5100 Facsimile: 7I 4-546-9035

Email: mgrimshaw(ftan.com
Special Corporate and Litigation Cowisel for the Debtors and Debtors in possession

2123/023353-003 i

1050087.01.12109/09

-3-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRiCT OF DELA WARE

In re Chapter i 1
PACIFIC ENERGY RESOURCES LTD., et a/.,! Case No. 09-10785(KJC)
Debtors.
(Jointly Administered)

Objections Deadline: December 30,2009 at 4:00 p.m. Hearng Date: Only If Objections Are Timely Filed

NINTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUT AN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 1. 2009 THROUGH NOVEMBER 30. 2009
Name of Applicant:
Ruta & Tucker LLP

Authorized to Provide Professional


Services to:

Date of Retention:

Period for which Compensation and


Reimbursement is Sought:

Special Counel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 November 1, 2009 though November 30,

Amount of Compensation Sought as


Actual, Reasonable and Necessar:

200~
$92,51 1.00

Amount of Expense Reimbursement Sought as Actual, Reasonable and

Necessar:
Ths is a:
-- monthy

$67.25

interim

_ final application.

The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identifcation 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 (l234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 11 i W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802. 2 This application may include time expended before the time period indicated that has

not been included in any prior application. The applicat reserves the right to include any

time expended in the time period indicated above in futue application(s) if it is not
2123/023353-0031

105589701.12108/09

The total time expended for fee application prepartion is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.

PRIOR APPLICATIONS FILED

Date
Fi Ip.tl

Requested
Period r
F eeo

Requested ..
$1,389.62
$ 1 0,542.35

Approved .
Fees

Approved ..$ 1 ,389.62

6/1 7/09

March 9, 2009, to
March 3 I, 2009

$102,732.50 $124,537.50
$ 1 20,999.50

$82,186.00

6/24/09
817/09

8/11109

April 1, 2009 to April 30, 2009 May 1, 2009 to May 31,2009 June 1,2009 to

$99,630.00
$96,799.60
$1 18,934.00

$10,542.35
$372.81
$ I 96.50

$372.81
$ 196.50

June 30,2009
8/17/09 9/30/09
10/20/09
July 1,2009 to July 31, 2009

$148,667.50
$327,090.00

$486.93
$363.61

$261,672.00

$486.93
$363.61

August I, 2009 to August 3 I, 2009 September I, 2009 to


September 30,

$144,951.00

$116,324.41
$72,254.80

$90,318.50

$112.33

$112.33

1 1/24/09

2009 October 1,2009 to October 3 1 , 2009

$67,767.50

$772.08

Pending

Pending

RUTAN PROFESSIONALS
Position of the Applicant,
Number of Years in that

Name of Professional
Gregg Amber

Position, Prior Relevant Experience, Year of


Ob~ainiDg License to.

Hourly, Biling Rate (including


$550.00

Total Hours
2.7

Total
$ 1 ,485.00

Duke Wahquist

$550.00

0.4

$220.00

included herein.

21231023353-0031
1055897.01 _12108/09

-2-

Name of Professional
Cristy G. Parker

Position of tbe Applicant, Number of Years in tbat Hourly , Position, Prior Relevant Billig Experience, Year of Rate Ob!aining License to (including
Parner since 2005;

Total Hours
126.2

Total
$56,790.00 .

Matthew Gnmshaw

Member of CA Bar since 1995; Member of 0 r Associate since 2002; Member of CA Bar 2000; Member of Financial

$450.00

$380.00

6.7

$2,546.00

Garett Sleichter

$375.00

66. I

$24,787.50

Rushika Kumararatne
Cathenne Parsons

$325.00

20

$6,500.00

$250.00

0.3

$75.00

Laurie Biegel

$215.00

0.5

$107.50

Grand Total:

Total Hours: Blended Rate:

$92,511.00 222.9 $415.03

COMPENSATION BY CATEGORY

2 i 231023353-103 i

105589701 a12/08/09

-3-

EXPENSE SUMMARY
3

Total

Dated: December --, 2009

611 Anton Boulevard, Foureenth Floor


Costa Mesa, Californa 92626~ 1931

RUTAN & TlJCKER, LLP

ITHEW W. GRIMSHAW (CA Bar No. 210424)

Telephone: 714-64 1 -51 00


Facsimile: 714-546~9035

EmaIl : mgrmshaw~ruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

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

2J23/023353-l03 i 1055897.01.12108109

-4-

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRlCT OF DELA WARE
In re

Chapter 1 I

PACIFIC ENERGY RESOURCES LTD., et ai., J


Debtors.

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

Objections Deadline: December 30, 2009 at 4:00 p.m.


Hearng Date: Only If Objections Are Timely Filed

NINTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIA COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 1. 2009 THROUGH NOVEMBER 30.2009

Pursuant to sections 330 and 331 of Title 1 I of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federa Rules of Banptcy Procedure

(collectively, the "Banuptcy Rules"), and the Cour's "Administrtive 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"), Ruta & Tucker LLP ("Ruta" or the
"Finn"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby

submits its Ninth Monthy Application for Compensation and for Reimburement of

The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal

Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.

21231023353-003 i 1055969.01 al2108/09

Expenses for the Period from November i, 2009 though November 30, 2009 (the
"Application").
By ths Application Ruta seeks a montWy interim allowance of compensation in

the amount of $92,5 i i .00 and actual and necessary expenses in the amount of $67.25 for

a total allowance of $92,578.25, and payment of $74,008.80 (80% of the allowed fees)

and reimbursement of $67.25 (100% of the allowed expenses) for a total payment of
$74,076.05 for the period November i, 2009 though November 30, 2009 (the "Interim

Period"). In support of this Application, Ruta respectfully represents as follows:

Backl!round

i. On March 9, 2009 (the "Petition Date"), the Debtors fied volunta


petitions for relief under chapter i i of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections i i 07(a) and i 108 of the Bankruptcy Code.

A Committee of Unsecured Creditors ("Committee") was appointed on or about


March i 9, 2009. No trstee or examiner has been appointed in the Debtors' chapter

i i cases.

2. The Cour has jursdiction over ths matter pursuat to 28 U.S.c.


157 and 1334. This is a core proceeding pursuat to 28 U.S.C. i 57(b)(2).
3. On or about April 8,2009, the Cour entered the Administrative Order,

authorizing certin professionals ("Professionals") to submit monthy applications for

interim compensation and reimburement for expenses, pursuat to the procedures


specified therein. The Administrative Order provides, among other thngs, that a

Professional may submit monthly fee applications. If no objections are made within

i J 23/023353-003 J

1055969.01 ali108/09

-2-

twenty (20) days afr 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 3 i, 2009, at three-month intervals, each Professional shall fie and serve an
interim application for allowance of

the amowits sought in its monthly fee applications

for that period. All fees and expenses paid are on an interim basis witil final
allowance by the Cour.
4. The retention of

Ruta, as special corprate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court's "Order
Granting Debtors' Application Pursuant to Sections 105(A), 327, 328, and 330 of the

Bankptcy Code Authorizing Debtors to Retain, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counel," entered on or about May

i, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be


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

pocket expenss.

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source


5. All services for which Ruta 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 this Application. There is no


agreement or understading between Ruta and any other person other than the

21231023353-003 i

1055969.01 aI2/08/09

-3-

parers of Rutan for the sharing of compensation to be received for services rendered

in this case.
7. Prior to the Petition Date, the Debtors provided Ruta with a retaner to

secure payment of the fees owed to it by the Debtors and the expenses incured by
Ruta on the Debtors' behalf. Rutan received payments from the Debtors during the

year prior to the Petition Date in the amount of $2,437, 1 69.16. After the Petition Date,

Ruta obtained the Cour's permission to draw on its pre-petition retainer to pay

certain amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilized as Rutan's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by

ths Cour and the Banptcy Code.


8. This is Ruta's eighth monthy fee application. In its first monthy fee

application (for the period of March 9, 2009, to March 31, 2009), Ruta sought
approval of $ 1 02,732.50 in fees and $ 1,389.62 in expenses. Under the Administrative

Order, Ruta received approval of $82,186.00 in fees and $ 1 ,389.62 in expenses with
respect to its fust monthy fee application. In its second monthy fee application (for
the period of April 1,2009, to April 30,2009), Ruta sought approval of

$124,537.50

in fees and $ 10,542.35 in expenses. Under the Administrative Order, Rutan received

approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its thrd fee application (for the period May 1, 2009, to May 31,

2009), Ruta sought approval of $120,999.50 in fees and $372.81 in expenses.


Under the Administrative Order, Ruta received approval of $96,799.60 in fees and
$372.81 in expenses with respect to its thrd fee application. Under its four fee

21231023353-031 1055969.01.1210810

-4-

application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50

in fees and $ i 96.50 in expenses. Under the Administrative Order, Ruta received
approval of$1 18,934.00 in fees and $196.50 in expenses with respect to its four fee

application. Under its fift fee application (for the period Julyl, 2009, to July 31,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under

the Administrative Order, Rutan received approval of

$261,672.00 in fees and $486.93

in expenses with respect to its fifth fee application. Under its sixth fee application
(for August 1, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in

fees and $363.6 i in expenses. Under the Administrative Order, Ruta received

approval of $1 16,324.41 in fees and $363.61. Under its seventh fee application (for
the period September i, 2009 to September I, 2009, to September 30, 2009), Ruta

sought approval of $90,318.50 in fees and $112.33 in expenses. Under the


Administrative Order, Ruta received approval of $72,254.80 in fees and $112.33 in
expenses. Under its eighth fee application (for the period October I, 2009 to October

31,2009), Ruta's eighth fee application remains pending.


9. Ruta's billing statements for the Interim Period are attched hereto as

Exlbit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional durng the Interim Period. To the best of Ruta's

knowledge, ths Application complies with sections 330 and 331 of the Banptcy
Code, the Federal Rules of Banptcy Procedure, this Court's Local Rules, and the

Administrative Order. Rutan's time reports are either (a) initially handwrittn by the
attorney or paralegal performing the described services and then entered into Ruta's
computerized billng program by

an adnnistrative assistat or (b) entered directly into

2 i 231023353..03 i

1055969.01 aI2/08/09

-5-

Ruta's computerized biling program by the attorney or paralegal performing the


described services. The time reports are then organized on a daily basis. Rutan is
sensitive to issues of "lwnping" and, uness time was spent in one time frame on a
varety of different matters for a parcular client, separate time entres are set fort in
the time reports. Ruta's charges for its professional services are based upon the time,
natue, extent and value of such services and the cost of comparable services other

than in a case under the Banptcy Code.


Actual and Necessary Expenses

10. A summar of actual and necessar expenses incured by Ruta for the
Interim Period is attched hereto as par of Exhbit A.
i i. Rutan charges $0.10 per page for photocopying expenses related to

cases, such as this one, arising in Delaware. Ruta's photocopying machines

automatically record the number of copies made when the person that is doing the
copying enters the client's account nwnber into a device attched to the photocopier.

Rutan summarzes each client's photocopying charges on a daily basis.


12. Rutan charges $1.00 for the first page and $0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long
distace telephone calls on faxes. The charge for outgoing facsimile transmissions

reflects Ruta's calculation of the actual costs incured by Ruta 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.
13.

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

21231023353-0031

1055969.01 ,12/0810

-6-

LEXIS and WESTLA W), Ruta charges the stadard usage rates these providers

charge for computerized legal research. Ruta bils its clients the actual amounts
charged by such services, with no premium. Any volume discount received by Rutan
is passed on to the client.

14. Rutan believes the foregoing rates are the market rates that the majority

of law fiims charge clients for such services. In addition, Ruta believes that such
charges are in accordance with the America Bar Association's ("ABA") guidelines,
as set fort in the ABA's Statement of Principles, dated Januar 12, 1995, regarding
biling for disbursements and other charges.

Summary of Services Rendered


15. The names of the parers and associates of Rutan who have rendered

professional services in these cases durg the Interim Period, and the paralegals and

case management assistats of Ruta who provided services to these attorneys durng

the Interim Period, are set fort in the attched Exhbit A.

16. Rutan, by and though such persons, as special corporate and litigation
counel, has advised the Debtors on a regular basis with respect to varous corporate

and litigation matters in connection with the Debtors' banptcy cases, and
perfonned all necessary professional services which are described and narated in
detail below. Ruta's efforts have been extensive due to the size and complexity of

the Debtors' banruptcy cases.


Summary of Services by Project
17. The services rendered by Ruta durg the Interi Period can be
grouped into the categories set fort below. Ruta attempted to place the services

2123/023353-031 1055969.01.12108/09

-7-

provided in the category that best relates to such services. However, because certn
services may relate to one or more categories, services pertning to one category may

in fact be included in another category. These services pedormed, by categories, are

generally described below, with a more detailed identification of the actual services

provided set forth on the attached Exhibit A, which identifies the attorneys and
paraprofessionals who rendered services relating to each category, along with the

number of hours for each individual and the total compensation sought for each
category.
Fees: $8,078.00; Hours: 18.1

A. General Case Administration

18. During the Interim Period, the Finn, among other things: (I) reviewed
and analyzed documents; (2) analyzed issues relating potential claims and creditor

assertions; (3) partcipated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $1,497.50; Hours: 3.3

B. Fee Application

19. During the Interim Period, the Fin, among other things: (1) prepared

its monthy fee application and supportng documentation; (2) reviewed and responded

to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and
(3) corresponded with others regarding Ruta's fee applications_
Fees: $2,546.00; Hours: 6.7
C. Corporate Governance

20. Durng the Interim Period, the Finn, among other thgs: (1) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and

2123/023353-003 i 1055969.01.12108/09

-8-

analyzed documents; (3) updated and helped maintan the Debtors' corporate books

and records, and (4) communcated with and advised the Debtors.

Fees: $107.50; Hour: .5


D. Alaska Asset Sale
2 i. Durng the Interim Period, the Firm, among other thngs: (1) performed

work in connection with a potential sale of certin of the Debtors' assets located in
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certn

of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential

purchasers to do due diligence in connection with potential sales of assets; (4)


communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due dilgence with respect to the potential

sale of certain of Debtor's Alaska assets; and (6) communcated with and advised the
Debtors with respect to the potential sale of certn of its Alaska assets.
Fees: $60,407.50; Hours: 139.6
E. Beta Asset Sale

22. Durng the Interim Period, the Firm, among other things: (I)
maintained an oiine data-room to allow potential purchasers to do due diligence in

connection with potential sales of assets; (2) reviewed and analyzed documents for

postng in the data-room; (3) communcated and corresponded regarding potential


sales of assets; (4) drafed and revised a purchas and sale agreement for the potential

Beta tranaction; (5) analyzed issues relating to potential sale of assets; (6) performed
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $24,560.00; Hours: 65

2123/023353_0031
1055969.01 aJ2/08/09

-9-

F. Financin2:
23. During the Interim Period, the Finn, among other thngs: (l) analyzed
issues relating to an amendment to the temis of the debtor-in-possession financing

transaction; (2) negotiated and drafted an amendment to the debtor-in-possession

credit facility; (3) analyzed issues relating to potential transactions; (4) analyzed issues

relating to potential transactions; and (5) communicated with and advised the Debtors

regarding varous proposed transactions.


Fees: $ 1,865.00; Hours: 3.9
G. General Corporate Issues

24. Durng the Interim Period, the Finn, among other thngs: (l) reviewed
and analyzed documents; (2) researched legal issues; and (3) communcated with and
advised the Debtors regarding these issues.
Fees: $827.50; Hours: 2.3
H. Other Alaska Proceeds if any

25. Durng the Interim Period, the Finn, among other things: (l) analyzed
potential claims the Debtors may have against ther insurance companes relating to a

work stoppage; and (2) communcated and advised the Debtors regarding such clais.
Fees: $625.00; Hours: 1.3

i. Securities Issues

26. Durng the Interim Period, the Fimi, among other thgs: (1)
communcated with varous brokers of restrcted securties; and (2) analyzed issues
relating to Debtor' restrcted securties.
Fees: $75.00; Hours: .3

2123/023353-003 i

1055969.01 al2l08109

-10-

,-

Valuation of Services
27. Attorneys and paraprofessionals of Ruta expended 222.9 hours in

connection with their representation of the Debtors durg the Interim Period, as
follows:
RUT AN PROFESSIONALS

Name of Professional
Gregg Amber
Duke Wahlquist

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

Hourly,

Billig

Rate (includi ng Change


$550.00 $550.00 $450.00 $380.00 $375.00
$325.00 $325.00

Total Hours .
2.7
.4

Total
$1,485.00
$220.00

Cristy G. Parker

126.2

$56,790.00
$2,546.00 $24,787.50 $6,500.00

Matthew

Grmshaw
Garett Sleichter

6.7
66.1

Rushika Kumararatne
Catherine Parsons

20
0.3

$75.00

Laurie Biegel

Paralegal since 2002; Member

or

$2 15.00

0.5

$107.50

Grand Total: $92,511.00

Total Hours: 222.9


Blended Rate: $415.03

28. The nature of the work performed by these persons is fully set fort in

Exhibit A. The rates charged by Ruta's professionals and paraprofessionals are


typica for the natue of

the work, and the reasonable value ofthe services rendered by

2123/023353-003 J 1055969.01 .12/08/09

- i i-

Rutan to .the Debtors durng the Interim Period is $92,5 I 1.00.

29. Under 330 of the Banptcy Code, Ruta respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of

these

cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the

value of such services, and (e) the costs of comparble services other than in a case
under the Banptcy Code. Furher, Rutan has reviewed Local Rule 2016-2 and the

Adnnistrative Order and believes that ths Application complies with requirements of
that Rule and Order.

WHEREFORE, Ruta respectfully requests that, for the period from November i,
2009, to November 30, 2009, it be awarded on an interim basis $92,578.25, consisting of

fees in the amount of $92,51 1.00 and expenses in the amount of $67.25, and that it be
authorized to receive a payment from the Debtor of $74,076.05 consisting of 80% of the

allowed fees ($74,008.80) and i 00% of the allowed expenses ($67.25). Ruta also
requests such other and fuer relief as the Cour deems just and proper.

Dated: December -l, 2009

R~

l: HEW W. RISHA w( Bar No. 210424)


6 i 1 Anton Boulevard, Foureenth Floor Costa Mesa, Californa 92626- i 93 i
Telephone: 714-641-5100 Facsimile: 714-546-9035
mshaw(fruta. com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession Email: mgr

2123/023353-031
105596901 .12108109

-12-

VERIFICATION

State of California )
County of Orange )
)

Mattew W. Grimshaw, afer being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Ruta"), and
have been admitted to practice law before all of the cour of

the State ofCalifomia.

b) I am familar with the work pedormed on behalf of the Debtors by the

lawyers and paraprofessionals of Ruta.


c) I have reviewed the foregoing Ninth Monthy Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to

the Debtors and Debtors in Possession for the Period from November 1,2009, through
November 30, 2009 (the "Application"). To the best of

my knowledge, information, and belief,

the facts set fort therein are tre and correct.

d) I have reviewed DeL. Ban. LR 2016-2 and the Administrative Order

entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.

Dated: December -1,2009

~~~

2123/023353-0031

J0561l8.01 a12l7/09

CALIFORNIA ALL"PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA)

COUNTY OF ORANGE)

"-OPTIONAL SECTION-CAP ACITY CLAIMED BY SIGNER


Though statue does not require the Notar to fill in the data
below, doing 50 may prove invaluable to persons relying on the
document.

On th ~y of Decemb
, Notary Public
(here insert name an title of the offcer)

/ .

INDIVIDUAL

personally appeared Matthew Grimshaw and proved to me on the


basis of satisfactory evidence to be the personf whose name~)
islarsubscribed to the within instrument, and acknowledged to

CORPORATE OFFICER(S)

me that he/-6e/thy executed the same in hislthe authorized


capaeity~, and that by his.the signature(.s on the
instruent the person.), or the entity(~ upon behalf of

TITLE(S)

which
the

the person(.cted, executed the instrment.


I certify under PENALTY OF PERJURY under the laws of

o o

P ARTNER(S)

o LIMITED

o GENERAL
ATTORNEY-IN-FACT

State of California that the foregoing paragraph is true and correct.

o TRUSTEE(S)
o GUARDIAN/CONSERVATOR

o OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)

(seal)

r'~~ - -~::~: ~ r~~ ~ 1 ..i No fl . CCl I Q e~im" C179U t---__~~~~~~J

0r CO -

OPTIONAL SECTION
THIS CERTIFICATE MUST BE A TT ACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Though the dala requested here is nut re4uired by law, ii could prevent rraudulent Reimbursement of Expenses reattachment or this ronn.

Ninth Monthly Application for Compensation and

NUMBER OF PAGES:
DA TE OF DOCUMENT:

OTHER SIGNER(S) THN NAMED ABOVE:

/d- -9 - ~ ~

EXHIBIT A

TAXPAYERS ACCOUNT
F"

"

NO I$-J51 9027

RUTAN & TUCKER, LLP


ATTORNS AT LAW
A PARTNERSHIP INLUDNG PROFESSIONA CORPORATI

611 ANTON aOULEVARD SUITE 140

POST OFACE aox 1950


COSTA lAESA. CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Att.

57 i 906

023353 - 0029
James O'Neal December 7, 2009
I

Date Page

RE: General Case Administration


FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30, 2009
i 1/05/09

Gregg Amber
Weekly all hands update calL.

0.10

1l/12/09

Gregg Amber Weekly all hands update call.

0.70

i 1 /I 2/09

Cristy G Parker
Paricipate on weekly update call with G. Tywoniuk and others re status of open items.

0.60

1 i /1 2/09

Garett Sleichter

Prepare for and paricipate in Pacific Energy working


group weekly status conference calL.

0.70

i 1/19/09

Gregg Amber
Weekly all hands update calL.

0.30

11/19/09

Cristy G Parker
Paricipate on weekly update call with G. Tywoniuk and

0.30

others.
i 1/19/09
Garett SJeichter

Prepare for and paricipate in Pacific Energy working


group status call.

0.60

Addlliona' dl.b"rsemenIB may have ben pad or incured on your bet\U and are not refllad in 1m. s!alamon!. An additina .!alemanl covering suc disbuemenIB wiD be furnshe 1o you. Th abbreviatin (PAl. (LC).o, (DC) followin an Indvidual's Mme denotes paraleal. law cler\ Of docment clOr\.

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd.
General Case Administration
ATIORNEYS A7 LAW

December 7. 2009
Invoice No. 571906

023353-0029

Page No.2

Total Hours Total Professional Services


Total Current Fees

3.30

$1,497.50

Previous Balance Due Payments and Adjustments Prior Balance Due

$ J ,497.50

20,594.60 (3,746.80)
16,847.80

Total Balance Due

$18,345.30

ACCOUNTS RECEIVABLE
o - 30 DAYS
$ l ,497.50

31- 60 DAYS

$6,367.50

61- 90 DAYS $936.70

91 - 180 DA YS

$5,636.10

OVER 180 $3,907.50

AdiUonal dloburseenls may have'been paid or incurr on yo beha~ and are 1101 r.acllK in ths statemnt.

Th .bbrevl.lln (PAl, (LCl.Ol (OC) folloing an individar. name denote. par.leiial. la clar or docnl clerk.

An addilll stalement covetin suc dlsburme wiD be fuished 10 \I.

TAXPAYERS ACCOUNT
NO 9:;3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INLUDING PROFESSIONAL CORPORA nONS


611 ANTON BOULEVARD

SUITE 1400

POST OFFICE BOX 1950 COSTA MESA, CAUFORNIA 92826-1950

'(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No. Account No.


Biling Atty.

571906
023353 - 0029 James O'Neal December 7, 2009

Long Beach, CA 90802

Date

General Case Administration

INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees

i ,497.50

Fees and Costs Due This Invoice

.'

J ,497.50

Wire Instructions
Union Bank of Californa 18300 Von Karan Irvine, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Numbo:r: 0630133009

Account Name: Ruta & Tucker LLP


Ro:ference: Please refer to the invoice number listed above.

Additio disb..ements may have ben paid 0' incrred on your behalf and are not reced In this Slatemenl An edllional .tal.menl coverng sw" disbursemets wil be furnishe to yo.
Tho abbrevlalln (PA). (LCl.or (DC) following an indiviuar. 1\"' denotes paralegl, law Cieri or docurnnt clerk.

TAXPAYERS ACCOUNT
NO 95-35190~7
.:

RUTAN & TUCKER, UP


ATTORNEYS AT LAW

A PARTNIP INCUDING PROFESSIONA CORRATIONS


611 ANTON BOULEVARD SUITE 140 POST OFfiCE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-ol00

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 J I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No, Account No,


Biling Att,

571906 023353 - 0029


James O'Neal

Date

December 7, 2009

General Case Administration

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

1,497.50 1,497.50

Wire Instructions
Union Ban of California 18300 VOll Karm Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Accounl Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above,

Additnal di.bursernls may have been paid 0( Incoo on your beha~ and are not ",fleted in thi slatemenl.
An additinal statement coveong suc disbu..menl wiY be furshe \0 you.

Th abbreviatvn (PAl, (Lel,or (DC) ro~owng an Indlvlaua's name aeotes p'''Ie.I, law clBf or OOnt clerk.

TAXPAYERS ACCOUNT
NO 85-3518021

RUTAN & TUCKER. LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARO SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CAUFORNIA 92628-1950

(714)641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO
1 I I West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

57 i 907

Long Beach, CA 90802

Date Page

023353 - 003 i James O'Neal December 7, 2009


1

RE: Fec Application


FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30, 2009
11/05/09

Matthew Grimshaw
Rutan's invoices for Nov 2009 fee application (.3); emaiJ exchange with G. Amber re Nov fee application issues (. I).
Preliminary review of

0.40

11/06/09

Matthew Grmshaw Review email from S. McFarlaiid (.J); review and analyze the Fee Auditor's final report regarding Rutan's First Interim Fee Application (.2).

0.30

i i /09/09

Matthew Grimshaw Analyze issues relating to Rutan invoice that was inadvertently omitted from First Monthly Fee Application (.4); emaiJ exchange with G. Amber re same (.2); review email and char from S. McFarland re infonnation needed by the Fee Auditor relating to
Second Interim Fee Application (. I).

0.80

1 i /l 0/09

Matthew Grimshaw Email exchange with G. Amber re Fee Auditor issues (.2); review email from K. Finlayson with infonnation re
scheduling a telephonic appearance at the heang on First Interim Fee Application (. I).

0.30

11/12/09

Matthew Grmshaw

Email exchange with S. McFarland re filing CNO re

0.20

Addiliooal disbursements may have been paid or Inced on yoUf beh.lf and .re no ,,,nected in this sl.Iernn\.

The .bbreviall (PA), (LC).or (OC) follwing an indlvluals name denotes paalegal. law de", or docment cle",.

An edditnal statemen! coverin si.h disbi.ments wi. be furnshed to you.

RUTAN & TUCKER, LLP


"TTORNE5 "T LAW

Pacific Energy Resources Ltd.


Fee Application

December 7. 2009
Invoice No. 571907

023353-0031

Page No.2

Ruta's September 2009 fee application (.2).


1 1/16/09
Mattew Grimshaw

Email exchange with G. Amber re First and Second Interim Fee Application issues (.2).
11/23/09

0.20

Matthew Grimshaw Draft and revise October 2009 fee application..


Matthew Grmshaw Finalize and overee the filing and serice of October
2009 fee application.

4.00

1 1/24/09

0.50

Total Hours
Total Professional Serices

6.70

$2,546.00

DISBURSEMENTS AND COSTS ADVANCED


Appearance Fees

30.00

Total Disbursements

$30.00

Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due

$2,576.00
11,848.30
(3, i 06.50)

8,741.80

Total Balance Due

$11,317.80

Additinal dlsbur6emets may have been paid or incu,Ted on yo behan and are not reflected in tils statement. An aditonl statement coverng such disburoamenli will be furnlshed 10 you.
The abbrevlalln (Pi\). (LC).or (OC) foJlowiTl an individual', name denotes pa.h'gar. law detk or doument cle"".

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd.
'

ATTORNEVS AT LAW

Fee Application 023353-003 J

December 7, 2009
Invoice No. 57 J 907

Page No.3

ACCOUNTS RECEIVABLE
0- 30 DAYS $2,576.00
31- 60 DAYS $4,218.00

61 - 90 DAYS $775.20

91-180 DAYS $2,821.40

OVER 180 $927.20

Additonal disburiemenls may have been paid or inced on )Or beW and are not reacted in Ihi slal.menl.
A" acliUoI stalement covenf1 such dlsbursments wll b luhed to you.

The abbreviation (PAl. (LC),ar (DC) folloing an indlvidual. name denal,. paralegal, law cia", or doument clerk.

TAXPAYERS ACi;OUNT
NO 9s.36190n

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPTIONS

611 ANTON BOi:EVARD SUITE 140


POST OFFlCE BOX 1950 COSTA MESA, CALIFORNIA 92628-195

(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.
Biling Atty.

57 i 907

023353 - 003 i
James O'Neal

Date

December 7,2009

Fee Application

INVOICE SUMMARY

CURRENT fNOICE SUMMARY:


Professional Fees Disbursements and Costs Advanced
$ $

Fees and Costs Due This Invoice

2,546.00 30.00 2,576.00

Wire Instructions
Union Bank of Cali fomi

18300 Von Karan Irvine, CA 926J2 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additnal disbur!;sment: may have been paid or incured on your behalf and are n01 reflcted in this stalement.

The abbrevlalion (PAl, (LC),or (DC) followng an inlvirual's name Oele& paraleal. law clerk or document clerk.

An additional statement CQve,ing suc disbursmenl win be furnished to you.

TAXPAYERS ACCOUNT
NO 9"'3519027
G

RUTAN & TUCKER, LLP


AlTORNS AT LAW
A PARTNERSHIP INCLUDIN PROFESSioL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFIE BOX 1950 COSTA MESA. CAUFORNIA 92628-1950

(714)641-5100
~

Pacific Energy Resources Ltd.


.'

Attn: Gerr Tywoniuk Sr. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802

Invoice No. Account No.


Biling Atty.

57 i 907

023353 - 0031
James O'Neal
December 7,2009

Date

Fee Application

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
Fees and Costs Due This Invoice

2,546.00 30.00 2,576.00

Wire Instructions
Union Ban ofCalifomia i 8300 Von Kanan Irvne, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rulan & Tucker LLP
Reference: Please refer (0 the invoice number listed above.

Additil disbuf5emnts may have ben paid or InCUred on your behalf an are not 'enecled in thls slawme\.
Th abbreviation (PA). (LC).or (DC) foll an indiduars name denotes paraleal. law clen. or OL.nt clerk.
An addlllonal statement covering s'JC disbursment wm be furnishad \Q you.

TAXPAYERS ACCOUNT NO 9~J519DiT

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNHIP INLUDING PROFESSION CORPTIONS


611 ANON BOUlARD

SUITE 140

POST OFFICE BOX 195 COSTA MESA, CALIFORNIA 9262ll1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I J West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Att.

57 i 908

023353 - 0032
James O'Neal

Long Beach, CA 90802

Date Page

December 7, 2009
1

RE: Corporate Goverance

FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30,2009


1 1/02/09

Laurie Biegel (PA) Review recently executed wrtten consents and update Minute Books with same,
Laure Biegel ( P A)

0.20

1 1/09/09

Review original signatues and update Minute Book and task list.
11/17/09
Laurie Biegel ( P A)

0.10

Review corporate documents; update Minute Book and index thereto.

0.20

Total Hours Total Professional Services

0.50

$107.50

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due


Total Balance Due

$107.50
12,020.85 (4,091.20)

7,929.65

$8,037.15

Additional disbursements may have been paid 0( incufTed on you behalf and are not reflected in this slatement. An additinal tiitment covering UCh dj,bursemen1s wiU be fUlni5hBd to ~. Tha abbreviation (PA), (IC),or (DC) following an indviduars name denoles paaleg./. law clrk or doument clerk.

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd.
Corprate Governance
.iTTORNEs.iTLAW

December 7. 2009
Invoice No. 571908

023353-0032

Page No.2

ACCOUNTS RECEIVABLE
o - 30 DAYS $107.50

31- 60 DAYS $2,816.95

61 - 90 DAYS $1,022.80

91- 180 DAYS $1,900.20

OVER 180 $2,J89.70

Additional disburame may hava beon paid or incurrad on )I behaH and are not rliecad in thl. slateman\.
An addilinaJ sllomenl coerng &U diabursmanls wHI be furnshe 10 you.

The abbreviati (PAl. (LC).or (DC) folowing an indivuaro nama denotes paralegel, ia-l c1rt or doument clork.

TAXPAYERS ACCOUNT

RUTAN & TUCKER, LLP


AITOREYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS

,.

NO 95-519027

611 ANTON BOULEVARD SUrrE 140


POST OFFICE BOX 195 COSTA MESA. CALIFORNIA 92626-195

(714) 641-5100

Pacific Energy Resources Ltd. Altn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No. Biling Att.

57 i 908

023353 - 0032
James O'Neal
December 7,2009

Long Beach, CA 90802

Date

COlJorate Governance

INVOICl: SUMMARY
CURRNT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

107.50 107.50

Wire Instructions
Union Bank of California 18300 Von Karan Irvine, CA 926 i 2

ABA II: 12200096 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Addillonal dlsour",menls may have ben paod or Inrred on your behaff aro are not refleced in this statement An addmonal statement covDring such disb"",ementa wil be lumi.he to you. The abbreviation (PA). (Le),or (DC) folloing an iroividi-l'. name de""le. paralegal. law clrk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNES AT LAW
A PARTNERSHIP INClUDING PROFESSIONA CORPORATIONS

SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 9262R-1950 (714) 641-5100

611 ANTON BOULEVARD

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.

571908 023353 - 0032


James O'Neal
December 7,2009

Date

Corporate Governance

REMlIT ANCE COpy


*** PLEASE RETU THIS PAGE WITH YOUR REMIITANCE ***

CURRENT INVOICE SUMMARY: Professional Fees


Fees and Costs Due This Invoice

107.50 107.50

Wire Instructions
Union Ban ofCaJifomia 18300 Von Kaan
Irvine, CA 926 J 2 ABA #: i 22000496 Swift Code: BOFCUSBMPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additonal disbusements may have ben paid or incurred on yo behalf ar- are not reflcted in thl. sl3lemenl.

Th.. abbniaoon (PA). (LC),or (DC) folloing an jr-ividuar. name d8fta& paralegal. law clerl Of ilumn! cl_n.

An DddiUoal s!aleman! covering suc disbursments wiU be fumishe to you,

TAXPAYERS ACCOUNT
NO ~:;J519021

RUTAN & TUCKER, LLP


ATTORNS AT LAW
A PARTNERSHIP INClUONG PROFESSIONAL CORPTIONS

611 ANTON BOULEVARD SUITE 140 POST OFICE BOX 1950 COSTA MESA. CAliFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO II i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

57 i 909

023353 - 0033
James O'Neal December 7, 2009
1

Date Page

RE: Alaska Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30,2009
1 1/02/09

Cristy G Parker Review and analyze Ramshom purchase and sale agreement, exhibits and schedules (2.4); communicate with G. Tywoniuk and 1. Kharasch re same (0.3).
Cristy G Parker Revise closing checklist, schedules and exhibits for Stellar purchase and sale agreement (1.3); distribute schedules and exhibits to buyer and interested parties (0.2); communicate with buyer, G. Tywoniuk, M. Cervi and L. Wolfre closing preparations (0.8).

2.70

i i /02/09

2.30

11/02/09

Cristy G Parker Revise closing checklist, schedules and exhibits for Cook Inlet Energy purchase and sale agreement (1.8); distrbute schedules and exhibits to buyer and interested parties (0.2); communicate with buyer, G. Tywoniuk, M. Cervi and L. Wolfre closing preparations (0.9). Cristy G Parker Prepare revised purchase and sale agreement and
exhibits and schedules for Ramshom Investments (J .5);

2.90

11/03/09

2.60

prepare closing documents (0.9); conference call with G. Tywoniuk and working group re sale hearng and auction
issues (0.2).

Additional disbursements may have ben pai or incrred on ro' behalf aOd are not reneeled in Ul;& iaalemenl. An addrtonal slatemtnt covering Suc disbUlsernnls wil be fi.ished to you.

Th abbreviation (PAl. (lC).o( (DC) folloing an indivldual's name deotos paralegal. law el0r\ or document elor\.

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
ATTORYS AT LAW

December 7,2009

livoice No. 571909 Page No.2

11/03/09

Cristy G Parker Prepare closing documents for Stellar Energy purchase and sale agreement (0.9); conference call with G. Tywoniuk and working group re sale hearing and auction
issues (0.2).

1. io

1 1/03/09

Cristy G Parker Communicate viae-mail with L. Wolfand G. Tywoniuk re closing preparations for Cook Inlet Energy purchase and sale agreement (O.S); prepare closing documents (0.9); conference call with G. Tywoniuk and working group re sale hearing and auction issues (0.2). Cristy G Parker Revise Alaska Group 1 purchase and sale agreement and exhibits and schedules for Stellar Energy (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).

1.60

i i /04/09

0.90

11/04/09

Cristy G Parker Revise Alaska Group i purchase and sale agreement and exhibits and schedules for Ramshom Investments (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).

0.90

11/04/09

Cristy G Parker Revise Alaska Group 1 purchase and sale agreement and exhibits and schedules for Cook Inet Energy (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).

0.90

I 1/05/09

Cristy G Parker Revise purchase and sale agreement and exhibits and schedules for Stellar (I .3); communicate via e-mail with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same
(0.3); prepare ancilar closing documents (1. i); review
and comment on portions of

3.20

Donkel settlement affecting

the purchase and sale agreement (0.5).

I )/05/09

Cristy G Parker Revise purchase and sale agreement and exhibits and schedules for Cook Inlet Energy (1.3); communcate via

3.20

lh abbreviatin (PA), (Le),or (OC) follng an individuar. name denl.. paralegal, law den- or documenl clerk.

Additional disbursement may have been pad 0( ncoed on your behaff and are no r.nected in this slatement. An additinal slatemem covoring such disbursements wm be lumishad 10 yo.

I,

RUTAN & TUCKER, LLP


Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
ATTORNEYS AT lAW

December 7, 2009
Invoice No. 571909

Page No.3

e-mail with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same (0.3); prepare ancillar closing documents (1. I); review and comment on portions of DonIel settlement affecting the purchase and sale agreement (0.5).
I 1/05/09

Cristy G Parker Review deposit agreement for Ramshorn (0.3); revise purchase and sale agreement and exhibits and schedules for Ramshom (1.3); communcate via e-mail with 0. Tywoniuk, L. Wolf, D. Cosgrove and others re same
(0.3); prepare ancilar closing documents (1. i); review

3.50

and comment on portions of Donkel settlement afecting


the purchase and sale agreement (0.5).

I 1/06/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement and exhibits and schedules to incorporate comments from working group, Donkel and others (4.9);
communicate via e-mail and telephone with buyeT's

6.40

counsel, Donkel's counsel, G. Tywoniuk, L. Wolf, M. Litvak, D. Cosgrove and others re same (1.5).
I 1/07/09

Cristy G Parker Review and comment on amendment no. i to Cook Inet purchase and sale agreement (0.9); e-mail communication with G. Tywoniuk, D. Cosgrove and buyer re same (0.2).
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, amendment no. 1 to same, and exhbits and schedules (2.1); telephone conference and e-mail communications with G. Tywoniuk, L. Wolf, and JR Wilcox re same (2.2).

LlO

11/08/09

4.30

11/09/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement and exhibits and schedules (2.8); review and comment on fonn ofORRl conveyance for Donkel (1.4); review and comment on revisions to sale order (0.4); e-mail communication with L. Wolf, G. Tywoniuk, M. Litvak,

5.40

Addi~1 dii;bu"ments may hav ben paid or IncUlrd on your behan ii are no rof6Ctod in ths statement. An aditiol statement COVflng $uc disbuts wil be fumklod 10 you.
Th abb,vlali (p.o,. (LC).or (DC) follong an iruar. na denole$ paralegal. law cieri or diinl clri.

RUTAN & TUCKER, LLP


ATTORNeYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

December 7,2009

Invoice No. 571909 Page No.4

buyets counsel, Donkel's counsel and others re

outstanding matters re sale (0.8).


11 /1 0/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment no. i to purchase and sale agreement to incorporate comments from the
parties and varous interested persons (2.7);

6.10

communicate via e-mail with G. Tywoniuk, M. Litvak, buyer's counsel and various interested persons re same
and re sale order issues (3.4).

11/11/09

Cristy G Parker Telephone conferences with C. Miler re Forest Oil questions, B. Sullvan re Cook Inlet Energy comments, C. Davis re Donkel comments, and others (3.0); working group calls with G. Tywoniuk, M. Litvak and 1. Wolf re open items relating to Cook Inlet Energy purchase and sale agreement (2.4); revise and comment on purchase and sale agreement, exhibits and schedules, amendment
no. i, and sale order (2.2).

7.60

1 1/12/09

Cristy G Parker Numerous telephone conferences and extensive e-mail communications with G. Tyworuuk, 1. Wolf,!. Kharasch, M. Litvak, B. Sullivan, C. Miller, G. Finizio.
and other interested paries in connection with finalizing

4.60

sale order and Cook Inlet Energy purchase and sale agreement and exhibits and schedules (2.9); revise
purchase and sale agreeent and exhibits and schedules (1.7).

11/13/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment no. 1 to purchase and sale agreement to incorporate comments from
numerous interested persons (2.9); e-mail

4.60

communications and telephone conferences with G. Tywoniuk, 1. Wolf, M. Litvak, 1. Kharasch, B. Sullivan
and others re same (1 .7).

11/16/09

Cristy G Parker.

2.80

Additional dlsbi..emenls may have bn paid Of Inrred on ~ur b8ha~ and ar nol raflctad In this slalemanl
An addItionl 51alamnt covering suc dlsbuemen!i will be furr 10 you

The abbreviation (PAl. (iel,or (DC) lo1long an indivlduar. name derole. paralegal, law clerk or documont clerk.

RUTAN & TUCKER, LLP


A TTOIlNEYS A T LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

December 7, 2009
Invoice No. 571909

Pagc No.5

Revise Cook bilet Energy purchase and sale agreement exhibits and schedules and amendment to PSA (1.9); e-mail communications with G. Tywoniuk, L. Wolf, M. Litvak, L. Marnuzi, M. Mils and others re same (0.9).
11/17/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, amendment to PSA and amendment to letter agreement with Donkel (2.2); e-mail communications and numerous telephone conferences with G. Tywoniuk, L. Wolf, M. Litvak, L. Maiinuzzi, M. Mills, B. Sullvan, C. Davis, P. Russell, D. Cosgrove. JR Wilcox and others re same and re closing preparation (3.9).

6.10

1 1/ I 8/09

Ciisty G Parker Revise Cook bilet Energy purchase and sale agreement, exhibits and schedules, and amendment to purchase and sale agreement to incorporate comments from various
paries (3.6); conference call with Donkel attorneys and

6.90

others re comments to Donkel letter agreement and Cook Inlet Energy sale documents (0.7); e-mail communcations with G. Tywoniuk, M. Litvak, L. Wolf,
and varous interested paries' counsel re open items re

sale (2.2); review and comment on varous draft court fiings relating to sale (0.4).
i I II 9/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits, schedules, amendment to purchase and sale agreement, and amendment to Donkel letter agreement (1.2); all hands call and numerous conference calls with lawyers for Alaska, Donkel, Cook Inlet Energy and others re same (1.5); prepare closing documents (2.1);
offce conferences with R. Kumararatne re closing

5.10

preparation (0.3).
) 1/19/09

R ushika Kumararatne

Coordinate preparation of closing documents for closing (3.2); telephone conferences with L. Wolff regarding closing documents (0.5).

3.70

The abbrevi.tioo (PAl (LC),or (DC) folowing an individua's name denote. paralegal, law clerk or dournnt clerk.

Additional disbursemes may have been paid or Incred on yoLK behan and are not ",fleeted in this statement. An addltJnal statement covering sud dibu,.emnls will be furnshed to you.

RUTAN & TUCKER, LLP


ATTORNS AT lJW

Pacific Energy Resources Ltd.

Alaska Asset Sale 023353-0033

December 7, 2009 Invoice No. 57 1909

Page No.6

J 1/20/09

Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment to Donkel agreement (3.9); telephone conferences with G. Tywoniuk, L. Wolf and others re same (0.6); office conference with R. Kmnararatne re closing preparation (0.2); review and comment on excerpt from cerification of counsel re sale order (0.4).

5.10

i 1/20/09

Rushika Kumararatne Review and prepare closing documents for closing.


Cristy G Parker Revise Cook Inet Energy purchase and sale agreement, exhibits and schedules, amendment to purchase and sale agreement and amendment to Donkelletter agreement (3.1); telephone conferences and e-mail communications with G. Tywoniuk, L. Wolf, M. Litvak, B. Sullivan, J. Wilcox, P. Russell, G. Finizio, L. Marnuzzi and others
re same (1. 8).

2.80

11/23/09

4.90

i 1/24/09

Cristy G Parker Revise and finalize Cook Inlet Energy purchase and sale agreement, exhibits and schedules, amendment to purchase and sale agreement and amendment to Donkel letter agreement and coordinate execution of same (5.1); telephone conferences and e-mail communications with G. Tywoniuk, L. Wolf, M. Litvak, B. Sullivan, J. Wilcox, P. Russell, G. Finizio, L. Marnuzzi, W. Woolf and others re same (3.3); prepare closing checklist re
same (0.7).

9.10

i 1/24/09

RushIa Kumararatne

0.60

Review Leae Assignents in connection with


preparng closing documents.

11/25/09

Rushika Kumararatne
Telephone conferences with Lyn Wolf regarding

3.40

preparation of closing documents (0.6); review, edit and


prepar closing documents (2.8).
i 1/25/09

Cristy G Parker

7.90

Addillo,,1 disbuflemenl. may have ben paid Of incumi co yor beha an are nol refled In this slalement
An additnal slalema coeri suc disbi8""ni wi/ be furnishad 10 yo.

The abbreVfll (PA). (LC).or (DC) folowng an indlvrs name denotes paraloaJ. law clerk or docment clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033

December 7, 2009 Invoice No. 571909

Page No.7

Prepare closing checklist, closing certificates and other


ancilar closing documents (5.6); offce conferences

with R. Kumararatne and telephone conferences with G. Tywoniuk, L. Wolf and others re closing preparation (2.3).
11/26/09

Cristy G Parker E-mail communications with L. Wolf, R. Kumararatne and J. Wilcox re preparation of closing documents for Cook Inlet Energy purchase and sale agreement.
Rushika Kumararatne

0.50

i 1/29/09

6.20

Review and prepare closing documents for closing.


l 1/30/09

Cristy G Parker
Revise closing checklist, various certificates of and selIers, bil of sale and

6.00

buyers

other ancillar closing

documents (2.9); conference calls and communicate via

e-mail with G. Tywoniuk, L. Wolf, J. Wilcox, B.

Sullivan and others re same (2.2); offce conferences


with R. Kumararatne re preparation of assignent and

conveyance documents (0.3); draft side letter re Cook Inlet Energy reimburement of rental payments (0.6).
i 1/30/09
Rushika Kumararatne

2.60
regarding closing

Review and prepare signature pages for closing (2.3);


telephone conference with Lyn Wolff

documents (0.3)

Total Hours Total Professional Servces

139.60

$60,407.50

DISBURSEMENTS AND COSTS ADVANCED

Long Distance Telephone

28.40
8.85

Telecopier
Total Disbursements

$37.25

Additional disbursemnts may have ben paid or incrred on yo be~K and are not reecad in ths slalemeni.
An adional sttement covering suc disbursments wiU be furnihed to you. The abbrevlalion (PAl. (LC).or (DC) roming an indivldual's name denote. paraleal. law clerk or docment clerk.

RUTAN & TUCKER, LLP


II TTORNES liT LAW

Pacific Energy Resources Ltd.


Alaska Asset Sale

December 7,2009

Invoice No.5 7 i 909

023353-0033

Page No.8

Total Current Fees and Costs


Previous Balance Due

$60,444.75

Payments and Adjustments Prior Balance Due

169,389.12 (46,444.63)
122,944.49

Total Balance Due

$183,389.24

ACCOUNTS RECEIVABLE
o - 30 DA YS

$60,444.75

31- 60 DAYS $31,177.69

61 - 90 DAYS $11,589.50

91 -180 DAYS $72,313.80

OVER 180 $7,863.50

Additinal disbi"..emanls may hava ben paid or Iorrd on your behan and ara nol retecad In this s!alemen.

An iiliNlI sttemnt cov.ring .uc disbursmo will be furnl.hed to you.


Th. abbrevlaUon (PA). (LC).Of (OC) folowng an Individual's name d8fles parlegal. law Clerl or doumnt clan.,

TAXPAYERS ACCOUNT
NO 95-JM9027

RUTAN & TUCKER, LLP


"nORNEYS AT LAW

A PARTNRSHIP INLUOING PROFESSIONA CORPRATIONS

611 ANON BOUlEVARD SUITE 140


POST OFRCE BOX 1950 COSTA lAESA, CALIFORNIA 92628.1950

(714) 641.,100

Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billng Atty.

571909 023353 - 0033


James O'Neal December 7, 2009

Date

Alaska Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced

$ $

Fees and Costs Due This Invoice

60,407.50 37.25 60,444.75

Wire Instructions
Union Bank ofCalifomia

18300 Von Karman Irvine, CA 926J2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rulan & Tucker LLP
Reference: Please refer to the invoice number lisled above.

Additional disbursments may have belfn paKJ or incurred on your behatf and are no1 refleced in lhls sta1ement.

An additil slalomen! covortng suc~ dlsburiemonis will be furnishe to you. The abbreviati (PA). (lC).or (DC) followng an individual's name denotes p"r~Ia.I.law c\ or doument cieri.

TAXAYERS ACCOUNT
~ ~
NO 95-35'5027

RUTAN & TUCKER, LLP


ATTORt.S AT LAW
A PARTNERSHIP INCLUONG PROFESSIONA CORPRATIONS

611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd.


Att: Geny Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Atty.

57 i 909

023353 - 0033
James O'Neal December 7, 2009

Long Beach, CA 90802

Date

Alaska Asset Sale

REMIITANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Disbursements and Costs Advanced


Fees and Costs Duc This Invoice

60,407,50 37.25 60,444.7S

Wire Instructions
Union Ban of Calforna
18300 Von Karman lrvine, CA 92612 ABA #: ) 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Additional disbursments 1TY have been pad Qf incrr Dn your behalf and are not renected in thrs statement.
An additional olatemel coverin suc di.b....mels wil b. furnshd to yo.

The abbevlaUon (PA), (lC),or (DC) folwing an invidual's na denotes paralegL. law cl.rk or docJTent c1i1.

TAXPAYERS ACCOUNT NO 9~3511li1

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNEHIP INCUDING PROFESIONA COPORA noNS

811 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950

COSTA MESA. CAUFORIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd.


Attn: Ger Tywoniuk, Sr. VP and CFO

Invoice No. Account No.


Biling Att.

1 I 1 West Ocean Boulevard, Suite 1240

571910 023353 - 0034


J ames O'Neal December 7, 2009
1

Long Beach, CA 90802

Date Page

RE: Beta Asset Sale


FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30, 2009
i 1/02/09

Cristy G Parker Offce conference with G. Sleichter re Beta purchase and sale agreement exhibits and schedules and information to be posted to datasite.
GareH Sleichter Research Beta documents in response to Silver Point
due diligence inquiry.

0.20

i i /02/09

2.10

1 1/02/09

Garett Sleichter

Review curent content of datasite (0.7); upload and remove documents from datasIte (0.8).
i 1/04/09
Garett Sleichter

1.0

Research regarding ORRIs, deeds of trust and amendments to same fied by lenders with respect to Beta interests (2.5); Research and review Beta acquisition
documents from Aera and SWEPT (2.0).

4.50

i 1/06/09

Gartt Sleichter

Review overrding royalty interests granted in Beta interests pursuant to B. Lyng inquiry (2.6); telephone conference with B. Lyng on finding re same (0.3).
1 1112/09
Garett Sleichter

2.90

Review prior drafts of Beta PSA in preparation of

3.70

Addional disbursements may have been paid or incured on your behal and are nol reflected in this slafement

An addiVonal Blalemen4 coverin such disburse""i. will be furnished to yo.

The abbriation (PA). (Le).or (DC) followin .. individual's name denotes paralal. law clerl or document clerl.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAw

Pacific Energy Resources Ltd.


Beta Asset Sale

December 7, 2009 Invoice No. 5719 i 0

023353-0034

Page No.2

updated draft for revived Beta auction.


11/13/09

Ciisty G Parker Telephone conference with G. Tywoniuk and offce conference re preparation of Bela purchase and sale agreement and exhibits and schedules.
Garett Sleichter

0.30

11/13/09

2.70

Conference with C. Parker rc Beta sale (0.3); analysis re status of disclosure schedules (i .0); research information for disclosure schedules (1.4).
11/15/09

Ciisty G Parker Provide G. Tywoniuk with various requested documents re Beta purchase and sale. Ciisty G Parker Offce conferences with G. Amber and G. Sleichter re prepartion for Beta sale.
Garett Sleichter

0.30

11/19/09

0.50

I 1/19/09

3.10

Review and edit Beta assets Purchase and Sale Agreement (2.0); review and edit Transition Services
Agreement (1.1).
1 1/22/09

Garett Sleichter

1.60

Research and analysis regarding preparation of exhibits and schedules to PSA (1.4); draft email communication to G. Tywoniuk regarding same (0.2).
1 1/23/09

Garett Sleichter

5.30

Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
11/24/09
Garett Sleichter

3.70

Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
11/24/09
Garett Sleichter

2.30

Prepare exhibits and schedules to Purchase and Sale


Additil dlsbtrsamenlS may hava ben paid or inUfod on your beha anc ara nol18nocl6d In this sllamenl
An 6ddlUona statoml covari suc dlsbinmonls wil be lushe to you.

Th abboviali (PAl. (lC).or (DC) folloin an IncivK!uaJ'. naa denotes panlOlal. law clark or doument clark.

RUTAN & TUCKER, LLP


ATTORNS

AT LAW

Pacific Energy Resources Ltd.


Beta Asset Sale

023353-0034

December 7, 2009 Invoice No. 571910 Page No.3

Agreement.
1 1125/09

Garett Sleichter Draft form of Aera bond. Garett Sleichter Review Beta contracts, licenses, permits and other documents for consent and notice requirements. Garett Sleichter Review court documents and correspondence regarding Beta sale procedure and timing.

2.40

11/25/09

3.10

11/25/09

2.50

1 1/25/09

Garett Sleichter Due diligence review of Beta and San Pedro Bay Pipeline Company.
Garett Sleichter
Populate Merll dataite with missing or updated Beta

1.0

11/25/09

0.70

documents.
11/27/09

Garett Sleichter Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
Garett Sleichter

5.30

11/28/09

3.70

Research due dilgence inquiries from lenders regarding Beta operatorship and pipeline ownerhip.
11/30/09

Gregg Amber
Extensive corresondence with G. Tywoniuk, G.

0.50

Sleichter and Rise lawyers re Beta PSA, TSA and exhibits.


11130/09

Garett Sleichter Draft revised Site Visit Indemnty Agreement. Garett Sleichter

0.70

i 1/30/09

Draft revised and updated Assignent and Bil of Sale


for Beta assets.

1.0

Additonal diobursmonl. may have been paid or incooed on your behalf and are nol reflte In lhis slatement. An aditional stalemeni covering suc dlsburse""nls wi. be flXlshc to you.
The abbreviation (PA). (lC).or (DC) folloing an indvidual's name donates paraleal. law clrk 01 doument clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


ji

December 7, 2009

Beta Asset Sale"

023353-0034

Invoice No. 571910

Page No.4
Garett Sieichter
Telephone conference with J. Shar and B. Albergotti

11/30/09

0.60

regarding Purchase and Sale Agreement for Beta interests.


11/30/09
Garett Sleichter

2.50

Review and revise Purchase and Sale Agreement.


11/30/09
Garett Sleichter

4.60

Prepare updated and revised disclosure schedules to


Purchase and Sale Agreement.
1 1/30109

Garett Sleichter

0.70

Research due diligence inquiries from counsel to Rise Energy.

Total Hours Total Professional Services

65.00

$24,560.00

Total Current Fees


PreyiOUS Balance Due

$24,560.00

P 1 y:'lents and Adjustments

Prior Balance Due

48,242.20 (3,347.67)
44,894.53

Total Balance Due

$69,454.53

ACCOUNTS RECEIVABLE
o ~ 30 DAYS $24,560.00 31- 60 DAYS $4,022.50

61 - 90 DAYS $831.83

91 - 180 DAYS $28,429.50

OVER 180 $11,610.70

Additna di.bumitl. ma have be paid or inrred on yo' behaJ and ar no refl 10 th _Ialeman!.
An &dllonl statent coeri"l sud disbusenls wil be nmlsho ID you.

The abbreviati (PA). (LC).o' (DC) follolr~ an Indlvldual's name d9ntes prale~al. law clerj or doumt cifk.

TAXPAYERS ACCOUNT
NO 9&-3519027

RUTAN & TUCKER, LLP


"'TORNEYS AT LJW

A PARTNHIP INCLVDNG PROF~SSIOL CORPRATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CAUFORNIA 92628-195

(714) 641-5100

Pacific Energy Resources Ltd.


Att: Gerr Tywoniuk, Sr. VP and CFO

Invoice No. Account No.


Biling Att.

571910 023353 . 0034


James O'Neal

111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Date

December 7,2009

Beta Asset Sale

INVOICE SUMMARY

CURRENT INOICE SUMMARY:


Professional Fees

Fees and Costs Due This Invoice

24,560.00 24,560.00

Wire Instructions
Union Bank of Cali fomi

18300 Von Kaan Irvine, CA 92612


ABA #: J 22000496 Swift Code: BOFCUS33MPK Account Number: 0630 J 33009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

AddHioi di.bL....menl. may have be paid 0' il1Lrd en yo' beha~ an .re not re1lcted in \hI. s\a.menl.
An additil sttemnt cover suc di.bursements wil be fu",i.hed 10 ~u.

nie abbreviation (PAl. (LC).or (OC) folwi an Indiviuars naa d.nolB. paralegal, law clenc 0' documnt clerk.

TAXPAYERS ACCOUNT NO ,5-J51VDi7

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNRSHIP INCLUDING PROFESSIONA CORPORATIONS

61 i ANON BOlAEVARD SUIT i 40


POST OFFICE BOX '950
COSTA MESA, CAUFORNIA 92t28-i95

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
ACCOWlt No.
Billing Atty.

571910 023353 - 0034


James O'Neal December 7, 2009

Date

Beta Asset Sale

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***

CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

24,560.00 24,560.00

Wire Instructions
Union Ban ofCalifomia

18300 Von Kian


l!Vine, CA 926J2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursemets ""y nave been paid or incur on yor behalf and are not reflected In IhJs slatement. An additional slat6fnentcoverig such dlsbu.,menls wijl be furnhed to )'u.
The abbreviatio (PAl. (LC).or (DC) fonowlng an indlviduars name denote. paral"lal. law cler1 or docment cier1.

TAXPAYERS ACCOUNT
NO 95-35'9017

RUTAN & TUCKER, LLP


ATTORNEs AT LAW
"PARTNRSHIP INCLUDING PROFESSIONAL CORPRATIONS

811 ANON BOULEVARD SUITE 140


POST OFFICE BOX 195 COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No.

571911 023353 - 0035


James O'Neal

Billing Att.
Date Page

December 7, 2009
1

RE: Financing

FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30, 2009


11/11/09

Gregg Amber Review 8th Amendment to DIP Credit Agreement (0.2);and conference with C. Parker re same (0.1).
Cristy G Parker Review proposed DIP facility amendment (0.2); telephone conference wtih G. Tyoniuk and communicate via e-mail with lenders' counsel re same (0.3). Cristy G Parker Review and comment on proposed DIP credit facility amendment (0.9); telephone and e-mail communications with G. Tywoniuk and lenders' counsel re same (0.3). Gregg Amber
Review C. Parker revisions to

0.30

11/11/09

0.50

1 I /12/09

1.20

11/12/09

0.20
8th Amendment to DIP

Credit Agreement.
i 1/13/09

Cristy G Parker
DIP facility amendment (0.7); communicate with G. Tywoniuk, A. Bandes and A. Meresidis and office conference with G.
Review and comment on revised version of

1.10

Amber re same and re notices of assignent (0.4).


11/13/09

Gregg Amber

0.60

AddlUonal dlsbUlnments may have ben paid or Ini.ed on your beha~ and are no! renected in this sralement. An addilional "\aleman! coerng suc dlbursmenl wlU be funishe 10 you. The abbreviati (PA). (Le).or (DC) follonl1 an Indlviduars nao deotes paralogal, law clrj or document cleric

RUTAN & TUCKER, LLP


ATTORNEYS AT i.W

Pacific Energy Resources Ltd.

Financing 023353-0035

December 7, 2009 Invoice No. 571911 Page No, 2

Conference with C. Parker (0. I), telephone conference with A. Meresidis (0.2) and correspondence with G. Tywoniuk and A. Meresidis (0.2) re 8th DIP
Amendment; revised 8th Amendment (0.1).

Total Hours
Total Professional Services

3.90

$1,865.00

Total Current Fees

Previous Balance Due


Payments and Adjustments

$1,865.00
49,999.26 (7,204.80)

Prior Balance Due

42,794.46
$44,659.46

Total Balance Due

ACCOUNTS RECEfV ABLE

0-30DAYS
$1,865.00

31- 60 DAYS $1,805.00

61 - 90 DA YS

$1,801.20

91 - 180 DAYS $22,881.50

OVER 180 $16,306.76

Addl~oril disbvrwots may havo beon paid or incurred on yo behaf and are not renaclod in this 'tatement. An additinal 6latem6nt coetng iUJc.h disbusements wll be furishe to you.
Tt- abbreviation (PA). (LC),or (DC) follong an indlvlduals na donole. paralegaL. law clen.

or dont clerk.

TAXPAYERS ACCOUNT

,j

NO 95-3~1~21

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNEHIP NCUOIN PIOFESSIO CORPTKlNS


611 ANTON BOULEARD SUITE 1400
POST OFACE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-100

Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Atty.

57191 i

023353 - 0035
James O'Neal
December 7,2009

Long Beach, CA 90802

Date

Financing

INOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

i ,865.00

1,865.00

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 I 33009
Account Name: Ruta & Tucker LLP

Reference: Please refer to the invoice number listed above.

AddlUon disbursonl may have be.n paid or incUfed on yo beha~ aM are not reO.ctod in this statement

An additio stalemanl coveri"l suc dlsbuments wiN be fumid 10 yo.


The abbreviatin (PA). (LCl,or (DC) following an Individuar. name denotes paraleal. law cle\ Of dowmenl cle\.

TAXPAYERS ACCOUNT NO 95-351 !l27

RUTAN & TUCKER, LLP


.. TTORNEYS AT LAW

A PARTNERSHIP INt:LUOIN PROFESSIONA OORPRATIONS

611 ANTON BOULEVARD SUrrE 1400 POST OFFICE BOX 1950 COSTA ~ESA. CAUFORNIA 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

Invoice No.
Account No.
Biling Atty.

57191 I

023353 - 0035
James O'Neal December 7, 2009

Date

Financing

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMnTANCE H*
CURRENT INVOICE SUMMARY: Professional Fees

Fces and Costs Due This Invoice

) ,865.00

1,865.00

Wire IDsu-uctions
Union Ban of California J 8300 Von Kannan Irvine, CA 926J2 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 disburse""n" may have ben paid or inced on yo behaij and are not reiled In thi stalemen!. An additional ...lament covering ouch dlsbunemenl$ wl~ be fum15he \0 yo.

Th. abbreviatio (PAl. (lC).or (OC) follong an Inlviual's name denotes paral"lal. i-w clerk or doment clerlo

TAXPAYERS ACCOUNT
NO 9S-3519027

RUTAN & TUCKER, LLP


AlTORNEYS AT LAW

A PARTNERSHIP INCU.iOING PRFESSIONA CORPORA nONS

611 ANTON BOVLEARD 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
1 I I West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

571912 023353 - 0038


J ames O'Neal
December 7,2009
1

Long Beach, CA 90802

Date Page

RE: General Corporate Issues


FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30, 2009
1 J /06/09
Rushika Kumararatne

Update Options table.


1 ) /16/09

0.70

Garett Sleichter Research curent status of outstanding derivative


securties and converible note; prepare updated

1.60

fully-diluted capitalization table as of October 31 , 2009.

Total Hours Total Professional Services

2.30

$827.50

Total Current Fees

Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

$827.50

7,387.70 (994.00)
6,393.70
$7,221.20

Addruonal disbursements may have be paid or Incred on your beha~ and ere not ,effcted in this statement.
Th abbreviation (PA). (t.CI,or (DC) lollo an individuars name dentes paraleal. law c~ or doumnt clerk.
An additional sta10menl covoring iuc disbursemBnhi wil be furnshed to you.

RUTAN & TUCKER, LLP


ATTORNES AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

December 7. 2009 Invoice No. 57 I 912

Page No.2

ACCOUNTS RECEIVABLE
o - 30 DAYS $827.50
31- 60 DA YS

$2,935.00

61 - 90 DAYS $248.50

91 - 180 DAYS $1,886.70

OVER 180 $1,323.50

Additionl disbursemen1s may have been pad 01 lniied on your behBlf and ara not refleded in 1his statement.
An additil silemoni covering .uc dl.bUfmant6 will be fumlshe 10 you.

The abbrviallOl (PAl. (LC),or (DC) follo an individual'. name denote. paralegal, law cir~ or dont cl.r~.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUOING PROFESSIONAL CORPOTIONS

611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MES, CALIFORNIA 92628-1950

(714) 641-100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802

Invoice No. Account No.


Billng Atty.

571912 023353 - 0038


James O'Neal
December 7,2009

Date

General Corporate Issues

INVOICE SUMMARY
CURRENT fNVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

827,50 827.50

Wire Instructions
Union Bank of Cali fomi

18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 J 33009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number Iistcd above.

AddltlDfal dlsbuemenls may have be paid or inurd on yo beha~ and are not ,,,n,,cted in this statement
An aditiol statent covering ouch dl.r.ement. will be tu.he to yo.

Th" ebbrevialion (PA). (Le),or (DC) Iolong an indidua's narn denoes paraleal,law cJ or doment c1e,k.

TAXPAYERS ACCOUNT
h

RUTAN & TUCKER, LLP


AlTORNEYS AT LAW
A PARTNRSHIP INCLUDING PROFESSIONAL CORPORATIONS

"

NO 95-:i 1OO2T

611 ANTON BOUlEARD SUITE 140


POST OFFICE BOX 195 COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Geny Tywoniuk, Sr. YP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

571912
023353 - 003& James O'Neal
December 7,2009

Date

General Corporate Issues

REMITI ANCE COPY


"'* PLEASE RETURN THIS PAGE WITH YOUR REMITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice

827.50 827.50

Wire Insti-uctions
Union Bank of California

J 8300 Van Karan


Irve, CA 92612

ABA #: J 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.

Addtonl disbusements may have been paid or incurred on yor behalf and are "ot reflted in ths slalcmenl. An additional .talemenl covering ouh diltlrsements will be furnishe to you. Th abbreviaiion (PA). (LC).or (OC) folowi on indivual's name denote. paraleal, law clerk or docenl clerk.

TAXPAYERS ACCOUNT
NO 9535'9021

RUTAN & TUCKER, LLP


ATTORNEYS AT lAW

A PARlNERSHIP INCLUDING PROFESSIOIVL CORTIONS

611 ANTON BOULEVAR SUITE 1400


POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywaniuk, Sr. VP and CFO
III West Ocean Baulevard, Suite 1240

Invaice No-.

Account NO'.
Biling Atty.

571913 023353 - 0041


James O'Neal December 7, 2009
I

Long Beach, CA90802

Date Page

RE: Securities Issues

FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30,2009


11/1 1/09

Catherine Parsans Cammunicate with braker regarding legend removal procedures and opinion letters by Rutan for same.

0.30

Tatal Hours
Total Professional Services

0.30

$75.00

Total Current Fees

Previous Balance Due

$75,00

Payments and Adjustments Prior Balance Due

10,891.60 (636.00)
10,255.60
$ i 0,330.60

Tatal Balance Due

ACCOUNTS RECEIVABLE
o ~ 30 DAYS $75.00

31- 60 DAYS $50.00

61- 90 DAYS $159.00

91-180 DAYS
$ i 00.00

OVER 180 $9,946.60

Additionl di.bur..mrls may hae ben paid or Inci.'ed on ~i. beha and ate not reflted In Ihis Slatement.
Th abbviaon (PA), (LC).or (DC) foHo an Indlviduar. name dete paralegal.

An allitinal slatemenl coveri .uc disbuements wi" be funishd to ~u. law clerk or dont clerk.

TAXPAYERS ACCOUNT
NO n-J~lilZ7

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL COPOTINS

611 ANTON BOULEVARD SUIT 140


POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-195

(714) 64Hj100

Pacific Energy Resources Ltd. Atln: Gerr Tyworuuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No.


Biling Att.

571913 023353 - 0041


James O'Neal
December 7,2009

Date

Securities Issues

INVOICE SUMMARY

CURRENT fNOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

75.00 75.00

Wire Instructions
Union Bank ofCalifomia

18300 Von Kannan

Irvine, CA 926J2 AJA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

AddiUonl dlsburmels may have ben paid Of Il\umid on yo behaW and are 001 ",flted In thi statement.
An add~ionl statement coveiin9 such disburoments wiU be furnished to yo.
The abbreviation (PAl. (LC),or (DC) foUowing en inivlduars name doiiles paralegal. law clerk or doment clert.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT V.W

A PAANERSHIP INCLUDING PROFESSIONA CORPORA lIONS

611 ANTON BOUlVARD SUITE 1400


POST OFFICE BOX 195

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

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocen Boulevard, Suite 1240

lnvoice No.
Account No.
Biling Atty,

571913
023353 - 004 I James O'Neal
December 7,2009

Long Beach, CA 90802

Date

Securities Issues

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

75.00 75.00

Wire Instructions
Union Ban of

California

i 8300 Von Kannan


Irve, CA 926 J 2

ADA #: J22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009


Account Name: Ruta & Tucker LLP

Reference: Pleae refer to the invoice number listed above.

AdcfUonl disburnts may have ben paid Of inum on YOUI behall ~nO are not refleced In lhi. stalement.
An addlUonai stalemani coven"" such disburments wil be fuishd \0 yo.

Th abbreviation (PAl, (lC),or (DC) follong an Indlvlduars name danolas paraegal, la Cler1 or docl.enl clo"!.

TAXPAYERS A(;COUNT NO ~35"D21

RUTAN & TUCKER, LLP


ATTORNS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANON BOUlEAROSUrTE 1400


POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty,

57 i 9 i 4

023353 - 0045
James O'Neal December 7, 2009
I

Date Page

RE: Other Alaska Proceeds If Any

FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30,2009


J J /09/09

Duke F Wahlquist

0.40

Phone conference with Mr. Tywoniuk, Ms. Kurtz, Mr. Cyr, Ms. Kerrgan regarding status of insurance claim
and tasks to be accomplished.

I I II 6/09

Cristy G Parker Telephone conferences with J. Hunter and G. Tywoniuk


re factual background for declaratory relief action re

0.90

retention of deposit from New Alaska Energy.

Total Hours Total Professional Services

1.0
$625.00

Total Current Fees

Prior Balance Due

$625.00 0.00

Total Balance Due

$625.00

Adlm\ol disbements may have been paid Of incurred on your be.n.oo .ie "01 reflted in IIls .laleman\.
An adltna statemet covering such dlsbu...ments wi. be furnihe 10 you.

The abbr.viati (PA), (LC),ol (DC) followng an iniYidua's name d.rol.. p;ilegal. law cler 01 doment clrK

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacifc Energy Resources Ltd.

December 7, 2009
Invoice No. 571914

Other Alaska Proceeds If Any 023353-0045

Page No.2

ACCOUNS RECEIVABLE
O~30DAYS
$625.00
31~ 60 DAYS $0.00

61 - 90 DAYS $0.00

91-180 DAYS $0.00

OVER 180
$0.00

Additional disbursements may have baen pald or inUfOO on yor bahaff .nd a", nol reflcted In this slelemet

An aditio.1 statement covering suc disbur..menlS wij be rumi,ke to yo.


Tho ablleviation (PA), (LC).or (DC) rollowing an indlvlduars name denotes paralegal, law cl 01 document clerA.

TAXPAYERS ACCOUNT
NO 9~3519021

RUTAN & TUCKER, LlP


ATTORNeYS AT LAW

A PARNERSHIP INCWDING PROSSIO CORPOAATIONS

511 ANTONBOULEV.lOSUITE 140


POST OFFICE BOX 1950

COSTA MESA. CAUFORNA 92628-1950


(714) 641-5100

Paci fic Energy Resources Ltd.

Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billng Atty.

571914 023353 . 0045


James O'Neal

Date

December 7, 2009

Other Alaska Proceeds If Any

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

$ $

625.00 625.00

Wire Instructions
Union Bank of Cali fomi

i 8300 Yon Kanan

Irvne, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Niubt:r: u63ul 3309
Account Name: Ruta & Tucker LLP

Reference: Please refer to the invoice number listed above.

Additonal disbunemants may have been p.ld or incurred on)' beha~ and "' not 'eflected In tIi. stalemanl
An additnal statement coverirl slJh disbursement will be furnished 10 you.

in .bbteviaUon (PA), (LCl.or (DC) follog an Individual'. name denol.. paralgal, law cl.11 Of doument ciel1.

TAXPAYERS ACCOUNT
~
NO 95-351 iIZ7
,

RUTAN & TUCKER, LLP


ATTORNS AT LAW
A PARTNERSHl' INCUDING PROFESSONAL CORPQRA110NS

611 ANTON BOULEVARD SUITE 140 POST OFFIE BOX 1950 COSTA MESA, CAliFORNIA 92628-1950

(714)641-5100

Pacific Energy Resources Ltd.


Alto: Ger Tywoniuk, Sf. VP and CFO

Invoice No.
Account No.
Biling Att.

571914

ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

023353.0045
James O'Neal Deceber 7,2009

Date

Other Alaska Proceeds If Any

REMIITANCE COPY
*** PLEASE RETURN THIS PAGE WIH YOUR RBMmANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

625.00 625.00

Wire Instructions
Union Ban ofCalifomia
18300 Von Kamian

Irvine, CA 92612 ABA #: J22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above,

Additionl ilsbursementi may have ben paid or ind on )' behalf and ere not refled in this slalement An additional atale""nl cov.li auch diabursmenti wijl be furnishe to you.
Th. abbrevietion (PA). (LC),or (DC) folloing an Indlvlduars name donates paralegal, law cl.rX Of documnl clerX.

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELAWARE


Chapter i 1
)

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

Case No. 09- 1 0785 (KJC)

Debtors. ))

(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 19th day of January, 2010 she caused a
copy of

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

the manner indicated:

Quarterly Fee Application of Rutan & Tucker, LLP as Special


Counsel to the Debtors for the Period September 1 -November 30,2009

Sworn to ~cribed before

~
DOCS_DE:

me this _~-iy of January 2010

CommissionExp.: (I .4 i (
I

ta Publ c I l

S0661. I

MARY E. CORCORAN NOTARY PUBLIC STATE OF DELAWARE My Coisson Expres Nov. 4, 2011

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing 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 Offcial Committee of

Fee App Service List


Case No. 09-10785
Document No. 147432

Unsecured

03 - Hand Delivery 05 - First Class Mail 02- Overnight Delivery

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. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources
1 1 1 We. Ocean Boulevard, Ste 1240

Long Beach, CA 90802

Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 1 11h Floor

First Class Mail (Debtors)


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

New York, NY 10026

Los Angeles, CA 90067


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

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

Wilmington, DE 1980 I
Hand Delivery (Copy Service)
Parcels, Inc.

First Class Mail


(counsel to Offcial Committee of

Unsecured Creditors)

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

Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail


(counsel to Official Committee of

Unsecured Creditors)

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

the Stars, 28th Floor

Los Angeles, CA 90067


(Overnight Delivery)

(The Fee Auditor)


Warren H. Smith

Warren H. Smith & Associates, P.C.


Republic Center

325 N. S1. Paul, Ste 1250 Dallas, Texas 75201


Overnight Delivery

the Fee Auditor) (Office of Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. S1. Paul, Ste 1250 Dallas, Texas 75201
68773-00 i \DOCS_DE: i 47432. i