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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Case No.

09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al,’ Hearing Date: To be scheduled Debtors. Objections Deadline: January 19, 2011, at 4:00 p.m.

FIFTH 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 MARCH 1, 2010 THROUGH MAY 31, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: - monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession iVunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 March 1, 2010 through May 31, 2010 2 $31,553.00 $99.45 x 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 mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. The applicant reserves the right to include any time expended in the time period

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The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $1,900.00. PRIOR QUARTERLY APPLICATIONS FILED Date Fled 8/10/09 10/14/09 1/19/10 4/22/10 Requested Fees $348,269.50 $620,708.50 Requested Exnenses $12,304.78 $1,047.04 $951.66 $,1280.33 Approved Fees $348,269.50 S620,708.50 $250,597.00 $280,990.50 Approved Exuenses $12,304.78 $1,047.04 $951.66 $2,180.33

Period Covered March 9, 2009, to May 31, 2009 June 1, 2009, to Aug. 31, 2009 Sept. 1,2009, to Nov. 30, 2009 Dec. 1, 2009, to Feb. 28, 2010

$250,597.00
$280,990.50

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 1998; Member of CA Bar since 1995; Member of Coroorate Law Group Partner since 2002; Member of CA State Bar

Name of Professional Individual Duke Wahiquist

Hourly Billing Rate (including iJiansL $550.00

Total Hours Billed 1.0

Total Compensation $550.00

Gregg Amber

S550.00

7.8

$4,290.00

Cristy G. Parker

$450.00

3.1

$1,395.00

Steven J. Goon

$430.00

4.2

$1,806.00

indicated above in future application(s) if it is not included in a prior application. On July 14, 2009, Rutan filed its initial First Quarterly Fee Application. On August 10, 2009, Rutan filed its Amended First Quarterly Fee Application, Ms. Parker is no longer with Rutan.

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Name of Professional Individual Matthew Grimshaw

Position of the Applicant, Number of Years in that Position, Prior relevant Experience, Year of Obtaining License to Practice, Area of Expertise

Hourly Billing Rate (including chanes )

Total Hours

Brendt Butler

Garett Sleichter

Rushika Kumararalne Catherine Parsons

Tim Spivey

Laurie Biege!

since 1994; Member of Trial Law Groun Associate since 2002; $400.00 Member of CA Bar since 2000; Member of Financial Practice Group Associate since 2009; $400.00 Member of CA State Bar since 2000; Member of Trial Law Group Associate since 2004; $375.00 Member of CA Bar since 2004; Member of Corporate Law Group Associate since 2006 $325.00 Member of CA Bar since 2006; Member of Cornorate Law Groun Associate since 2007; $250.00 Member of CA Bar since 2007 ;Member of Corporate Law Group Associate since 2010; $240.00 Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; $215.00 Member of Corporate Law Group Grand Total: $31,553.00 Total Hours: 61.7 Blended Rate: $511.39 COMPENSATION BY CATEGORY
;

Total Comnensation $8,560.00

21.4

22.65

$9,060.00

4.2

$1,575.00

3.7

$1,202.50

1’0

$250.00

8.8

$2,112.00

3.5

$752.50

Project Categories General Case Administration Fee Arrnlicatipn General Corporate Issues Corporate Governance Alaska Asset Sale Beta Asset Sale Business Interruption Insurance Total

Total Hours 14.9 21.4 7.6 5.2 2.4 .4 9.8 61.7

Total Fees $7,141.00 $8.560.00 $2,649.00 $1,721.00 $1.080.00 $150.00 $10,252.00 $31,553.00

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EXPENSE SUMMARY Total Em pe n se $23.24 $18.08 $58.23 ($0.10 $99.45

Exoense Cateorv Duplication Telecopier Express Mail Net credit for refund TOTAL Dated: December 28, 2010

Service Provider

See Atril 2010 Application

RUTA & TUCKE13,, LLP

MATTHEW W. GRIMSHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 email : mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

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

2123/023353-003 114192801 a12128110

VERIFICATION State of California County of Orange ) )

Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and

have been admitted to practice law before all of the court of the State of California. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.
C)

I have reviewed the foregoing Fifth Quarterly Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from March 1, 2010, through May 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order

entered on or about April 8, 2009 [Docket #147], and submit that the Application substantially complies such Rule and Order.

Dated: December 28, 2010 Matthew W. Grimshaw

2123/023353-0031 1 14256001 a12/28110

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORANGE) I. On\this day of December, 2010, betor me, ,Notary Public
(here insert name and title of the officer)

--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document

EJ D

INDIVIDUAL CORPORATE OFFICER(S)

personally appeared Matthew W. Grimshaw and proved to me on the basis of satisfactory evidence to be the person(.4 whose name(&) is/age subscribed to the within instrument, and acknowledged to me that hc/thLthcy executed the same in hisihctthir authorized capacity(ies), and that by his/herittheir signatures.) on the instrument the persons), or the entity(ie) upon behalf of which the persons-} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. and official seal.

TITLE(S)

El

PARTNER(S)

o
O

LIMITED GENERAL

U U El U

ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:

SIGNATURE OrOTXY

SIGNER IS REPRESENTING:

[seal]

e
j

D9OQA*$ E. CommsaIon 7*1252 No)uiy P5e CoI$famlo Oro"* counilly

co

NAME OF PERSON(S) OR F.NTITY(IES)

OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.

TITLE OR TYPE OF DOCUMENT: Fifth Quarterly Fee Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT: /

i- 0 g- -(O

OTHER SIGNER(S) 1’I-IAN NAMED ABOVE:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re Chapter II Case No. 09-1 0785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el al.,’ Hearing Date: To be scheduled Debtors.

Objections Deadline: January 19, 2011, at 4:00 p.m.

FIFTH QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MARCH1, 2010 THROUGH MAY 31, 2010
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Court’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 Fifth Quarterly Application for Compensation and for Reimbursement of

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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14242901 a12/28/10

Expenses for the Period from March I, 2010, through May 31, 2010 (the "Application"). By this Application Rutan seeks an interim allowance of compensation in the amount of $31,553.00 and actual and necessary expenses in the amount of $99.45 for a total allowance of $31,652.45 and payment of the unpaid portions of such amounts for the period March 1, 2010, through May 31, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31,

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2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court’s "Order Granting Debtors’ Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker. LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. 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 the Debtors. 6. Rutan has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Court’s permission to draw on its prepetition retainer to pay the amounts owing to it as of the

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Petition Date. The balance remaining from the prepetition retainer was credited to the Debtors and is being utilized as Rutan’s retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. Monthly Fee Applications Covered By This Quarterly Application 7. Rutan’s Monthly Fee Applications for the period March 1, 2010, through

May 31, 2010, have been filed and served pursuant to the Administrative Order. 8. On April 23, 2010, Rutan filed its Thirteenth 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 March 1, 2010 through March 31, 2010. The Thirteenth Monthly Fee Application seeks approval of $18,383.00 in fees and $99.55 in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $14,706.40 in fees and $99.55 in expenses. A true and correct copy of the Thirteenth Monthly Fee Application is attached hereto as Exhibit 1. 9. On May 25, 2010, Rutan filed its Fourteenth 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 April 1. 2010 through April 30, 2010, The Fourteenth Monthly Fee Application seeks approval of $10,060.00 in fees and ($10) in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $8,048.00 in fees and ($10) in expenses. A true and correct copy of the Fourteenth Monthly Fee Application is attached hereto as Exhibit 2. 10. On July 7, 2010, Rutan filed its Fifteenth Monthly Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, UP as Special

21231023353-0031 1 142’1290I a12128/10

Counsel to the Debtors and Debtors in Possession for the Period from May 1, 2010 through May 31, 2010. The Fifteenth Monthly Fee Application seeks approval of $3,110.00 in fees and $0.00 in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $2,488.00 in fees and $0.00 in expenses. A true and correct copy of the Fifteenth Monthly Fee Application is attached hereto as Exhibit 3. 11. The Monthly Fee Applications covered by this Application contain

detailed daily time logs describing the actual and necessary services performed by Rutan for the Debtors during the Interim Period. The Monthly Fee Applications also contain other detailed information that is required to be included by the Bankruptcy Code, the Bankruptcy Rules, and this Court’s Local Rules. Relief Requested 12. Rutan requests that the Court approve payment of one hundred percent

(100%) of the fees and costs incurred by Rutan during the Interim Period of March 1, 2010, through May 31, 2010. 13. The professional services for which Rutan seeks interim allowance of

compensation, and the attendant costs for which Rutan seeks reimbursement, were rendered and incurred in connection with this case as Rutan discharged its duties as special corporate and litigation counsel for the Debtors. Rutan’s services have been necessary and beneficial to the Debtors, its estate, and the various parties in interest. 14. Under §330 of the Bankruptcy Code, Rutan respectfully submits that the

amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the

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Bankruptcy Code.

Further, Rutan has reviewed Local Rule 2016-2 and the

Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that the Court enter and order (i) approving and allowing on an interim basis Rutan’s fees in the amount of $31,553.00 and costs in the amount of $99.45, for a total allowance of $31,652.45; (ii) directing the Debtors to pay Rutan the outstanding amount of such sums; and (iii) granting Rutan such other and further relief as the Court deems just and proper.

Dated: December 28, 2010

RUTAN & TUCKER, LLP

(CABar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-19’ 1 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123,023353-0031 1142129.01 a12/28/10

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter II Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., ci al., Debtors. Hearing Date: To be scheduled Objections Deadline: January 19, 2011, at 4:00 p.m.

NOTICE OF FILING OF FIFTH QUARTERLY FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR RUTAN & TUCKER LLP, SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD MARCH 1, 2010 ; TO MAY 31, 2010 TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case. PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has

filed the attached Fifth 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 March 1, 2010 through May 31, 2010 (the "Application")
with the United States Bankruptcy Court for the District of Delaware, 824 Market Street,

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2123.023353-0031 114236301 a12i28,10

Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, Rutan seeks compensation for services rendered to the Debtors in the amount of $3 1 ,553.O0and reimbursement of costs incurred on the Debtors’ behalf in the amount of $99.45. 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. 147] (the "Administrative Order") and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. prevailing Eastern time on January 19, 2011. PLEASE TAKE FURTHER NOTICE that objections or other responses to the Application, if any, must also be served so that they are received not later than 19, 2011, at 4:00 p.m. prevailing Eastern time, January

by: (a) the Debtors, (1) Pacific Energy

Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CEO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor,

Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszilaw.com; (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310201-0760, e-mail: ikharash@nszjlaw.com; and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-

21 73/023353-0031 1 14236301 a) 2/28/10

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9035, email: pparmes@rutan.com; (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Sleptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoc.com and (2) Pepper Hamilton l,T,P, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan(ipepperlaw.com .

PLEASE TAKE FURTHER NOTICE a hearing on the Application will be held
at the convenience of the Bankruptcy Court and will occur at 824 Market Street, Wilmington, Delaware.

PLEASE TAKE FURTHER NOTICE THAT IT YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
Dated: December 28, 2010 RUTAN & TUCKER, LLP

MATTHEW W. GRIM AW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

.1

23!02 1,353-0031 1:4236301 aI2’28;I0

EXHIBIT 1

42125-00I\DOCSDE:6375. I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors. Objections Deadline: May 18, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed NOTICE OF FILING OF THIRTEENTH MONTHLY FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties") PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Thirteenth Monthly Application for Compensation and Reimbursement Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for the Period from March 1, 2010 through March 31, 2010, seeking compensation for services in the amount of $18,383.00 and reimbursement of costs incurred in the amount of $99.55 (the "Application"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under 11 U.S.C. §§ 105(a)

of

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean

2123/023353-0031 1083218.01 a04/23110

/L612

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 Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern Time) on May 18, 2010 (the "Objection Deadline"). Objections or other responses to the Application, if any, must also be served so that they are received not later than May 18, 2010 at 4:00 p.m. prevailing Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) Øounsel to the Debtors, (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17 0’ Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-6524400, e-mail: ljones(pszjlaw.corn; (2) Pachulski Stang Ziehi & 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) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-9035, email: pparmes@rutan.com; (c) the Office of

the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067;

Boulevard, Suite 1240, Long Beach, CA 90802.

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Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper(steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan().Depperlaw.corn (the "Notice Parties") PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed, served and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Dated: April 23, 2010 RUTAN & TUCKER, LLP

Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-0031 108321801 a04/23/10

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. Objections Deadline: May 18, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed THIRTEENTH MONTHLY APPLICATION FOR COMPENSATION AND IMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECI PERIOD FROM MARCH ig 2010 THROUGH MARCH 31, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 March 1, 2010 through March 31, 2010 2 $18,383.00
$99.55.

Chapter 11 Case No. 09-10785(KJC) (Jointly. Administered)

- interim

final application.

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

This 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 1083229.01 904123110

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 rcriod Covered March 9, 2009, to March 31, 2009 April 1., 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1, 2009 to June 30, 2009 July i i 2009 to July 31, 2009 August 1, 2009 to August 31, 2009 September!, 2009 to September 30, 2009 October 1, 2009 to October 31, 2009 November 1, 2009 to November 30, 2009 December 1, 2009 to December 31, 2009 January 1, 2010 to January3l,2010 February 1, 2010 to February 28, 2010 Requested Fees $102,732.50 Requested EIDeI1SCs $1,389.62 Approved Fees $102,732.50 Approved ExDenses $1,389.62

6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09

$124,537.50 $120,999.50 $148, 667.50 $327,090.00 $144,951.00 $90,318.50

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33

$124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33

11/24/09 12/9/09 1/20/10 2/26/10 4/1/10

$67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00

$772.08 $67.25 $1,481.92 $631.09 $67.32

$54,214.00 $74,008.20 $161,381.60 $32,196.40 Pending

$772.08 $67.25 $1,481.92 $631.09 Pending

included herein.

21231023353-0031 1083229.01 a04/23110

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RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Billing Experience, Year of Rate (including Obtaining License to Practice. Are of Exuatiag chanQes) Partner since 1998; $550.00 Member of CA Bar since 1981; Member of Cororate Law Grout) Partner since 2005; $450.00 Member of CA Bar since 1995; Member of Corvorate Law Group Partner since 2002; $430.00 Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2009; $400.00 Member of CA State Bar since 2000; Member of Trial Law Group Associate since 2002; $400.00 Member of CA Bar 2000; Member of Financial Practice Group Associate since 2004; $375.00 Member of CA Bar since 2004; Member of Corporate Law Group Associate since 2006; $325.00 Member of CA State Bar since 2006; Member of Corporate Law Grow Associate since 2007; $270.00 Member of CA State Bar since 2007; Member of Corporate Law Group Associate since 2010; $240.00 Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; $215.00 Member of Corporate Law Group _________ Grand Total: $18,383.00 Total Hours: 49.7 Blended Rate: $369.88

Name of Professional Individual Gregg Amber

Total flours Billed 2.6

Total Compensation $1,430.00

Cristy G. Parker

2.8

$1,260.00

Steven J. Goon

4.2

$1,806.00

Brendt Butler

18.3

$7,320.00

Matthew Grimshaw

5.0

$2,000.00

Garett Sleichter

2.6

$975.00

Rushika Kumararatne Catherine Parsons

2.4

$780.00

1.0

$270.00

Tim Spivey

8.8

$2,112.00

Laurie Biegel

2.0

$430.00

2123/023353-0031 108322901 a04123/10

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COMPENSATION BY CATEGORY Prolect Categories General Case Administration Total Hours 7.2 Total Fees $3,416.00 $2.000.00 $430.Q0

Fee Application qmorate Ggvernance Alaska Asset Sale Beta Asset Sale General Corporate Issues Businss Interruption Insurance Total

5.0
2.0

2.4 .4 4.6 28.1 49.7

$1,080.00 $15Q 00 $1-60-90 $9.702.00 S18.383.00
.

EXPENSE SUMMARY
ExDefls e Category Duplication Telecouier Express Mail AL TOTAL Service Provider 3 Total Expense $23.24 $18.08 $5823 $9935

_____________________________________

Dated: April 23, 2010

RUTAN & TUCKER, LLP

44L~~~
.MSHCA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 mgrimshawfirutan.com Email:
-

Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

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

2123/023353-0031 1083229.01 a04/23/10

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al. , ’ Debtors. Objections Deadline: May 18 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Court’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 Thirteenth Monthly Application for Compensation and for Reimbursement of

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

21231023353-0031 1083358.01 a04/23110

Expenses for the Period from March 1, 2010 through March 31, 2010 (the "Application"). By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $18,383.00 and actual and necessary expenses in the amount of $99.55 for a total allowance of $18,482.55, and payment of $14,706.40 (80% of the allowed fees) and reimbursement of $99.55 (100% of the allowed expenses) for a total payment of $14,805.95 for the period March 1, 2010 through March 31, 2010 (the "Interim. Period"). In support of this Application, Rutan respectfully represents as follows:
Background

1.

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A. Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases.. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157(b)(2).

§§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 3.

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

authorizing certain professionals ("Professionals") to submit monthly applications, for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within

2123m23353-0031 1083359.0 a04123/I0

-

twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court’s "Order Granting Debtors’ Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses. RUTAN’S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All servicesfor which Rutan requests compensation were performed for

or on behalf of the Debtors. 6. Rutan has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the

123/023353-0031 0833580I a04123/I0

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

secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors’ behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Court’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 this Court and the Bankruptcy Code. 8. This is Rutan’s thirteenth monthly fee application. In its first monthly

fee application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses- In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee. application. Under its fourth fee application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and $196.50 in

21231023353-0031
1083358.01 44M/10

expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its fifth fee application (for the period July 1, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application, Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92.5 11.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December 1, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and

21231023353-0031 1083358.01 a04123110

$631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Rutan’s twelfth fee application is pending. 9. Rutan’s billing statements for March, 2010 are attached hereto as

Exhibit A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutan’s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Court’s Local Rules, and the Administrative Order. Rutan’s time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutan’s computerized billing program by an administrative assistant or (b) entered directly into Rutan’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 variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutan’s charges for its professional services are based upon the time, nature, extent and value of such services - and the cost of comparable services other than in a case under the Bankruptcy Code.
Actual and Necessary Expenses

10.

A summary. of actual and necessary expenses incurred by Rutan for the

Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to

cases, such as this one, arising in Delaware. Rutan’s photocopying machines

2I23i23353-003I 1083358.01 a04123110

-6-

automatically record the number of copies made when the person that is doing the copying enters the client’s account number into a device attached to the photocopier. Rutan summarizes 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 distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutan’ s calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services

LEXIS and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority

of law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Association’s ("ABA") guidelines, as set forth in the ABA’s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.
Summary of Services Rendered

15.

The names of the partners and associates of Rutan who have rendered

professional services in these cases during the Interim Period, and the paralegals and

21231023353-0031 1093358.0I a04/23110

-7-

case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 16. Rutan, by and through such persons, as special corporate and litigation

counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors’ bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutan’s efforts have been extensive due to the size and complexity of the Debtors’ bankruptcy cases.
Summary of Services by Prolect

17.

The services rendered by Rutan during the Interim Period can be

grouped into the categories set forth below. Rutan attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A, which identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. General Case Administration 18. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the Debtors. Fees: $3,416.00; Hours: 7.2

2123/023353-0031 1083358.01 a04/23/10

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B.

Fee Application 19. During the Interim Period, the Firm, among other things: (1) prepared

its monthly fee application and supporting documentation; and (2) corresponded with
others regarding Rutan’s fee applications. Fees: $2,000.00; Hours: 5.0 C. Corporate Governance 20. During the Interim Period, the Firm, among other things: (1) assisted

the Debtors in the preparation of the Debtors’ board minutes; (2) reviewed and analyzed documents; (3) updated and helped maintain the Debtors’ corporate books and records, and (4) communicated with and advised the Debtors. Fees: $430.00; Hours: 2.0 D. Alaska Asset Sale 21. During the Interim Period, the Firm, among other things: (1) performed

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

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

2123/023353-0031 108335801 a04/23/10

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and analyzed documents; (2) drafted updates to Debtor’s books and records; and (3) communicated with and advised the Debtors regarding these issues. Fees: $1,605.00; Hours: .4.6 G. 24.
Business Interruption Insurance

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

and analyzed documents; (2) researched and analyzed issues relating to business interruption claim; (3) communicate with others regarding business interruption insurance issues; and (4) counseled the Debtors. Fees: $9,702.00; Hours: 19.44
Valuation of Services

25.

Attorneys and paraprofessionals of Rutan expended 49.7 hours in

connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Como rate Law Group Partner since 1998; Member of CA Bar since 1995; Member of Corporate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2009; Member of CA State Bar since 2000; Member of Trial Law Grout) Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group
-

Name of Professional Individual Gregg Amber

Hourly, Billing Rate (including Chanes) $550.00

Total Total Hours Billed Lomnensation 2.6 $1,430.00

Cristy G. Parker Steven G. Goon Brendt Butler Matthew Grimshaw

$450.00
$430.00 $400.00 $400.00

2.8 4.2
18.3

$1,260.00
$1,806.00

$7,320.00 $2,000.00

5.0

212323353.003I 1083358.01 a04/23/10

-10-

Name of Professional Individual Garett Sleichter

Rushika Kumarartne Catherine Parsons

Tim Spivey Laurie Biegel

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Enertise Associate since 2004; Member .of CA Bar 2004; Member Of Corn9rate Law (3rup Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Groun Associate since 2007; Member of CA State Bar since 2007; Member of Corporate Law Groun Associate since 2010; Member of CA State Bar since 2009; Member of Trial Law Group Paralegal since 2002; Member of Corporate Law Grout)

Hourly, Billing Rate (including Chan1!es ) $375.00

Total Hours Total Bjlled Compensation 2.6 $975.00

$325.00

2.4

$780.00

$270.00

1.0

$270.00

$240.00 $215.00

8.8

$2,112.00 $430.00

2.0

Grand Total: $18,383.00 Total Hours: 49.7 Blended Rate:. $369.88

26.

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

Exhibit A. The rates charged by Rutan’s professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $18,383.00. 27. Under §330 of the Bankruptcy Code, Rutan respectfully, submits that

the amount requested by Rutn is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that for the period from March 1,

21231023353-0031 103358.01 a04123/10

-11-

2010, to March 31, 2010, it be awarded on an interim basis $18,482.55, consisting of fees in the amount of $18,383.00 and expenses in the amount of $9955, and that it be authorized to receive a payment from the Debtor of $14,805.95, consisting of 80% of the allowed fees ($14,706.40) and 100% of the allowed expenses ($99.55). Rutan also requests such other and further relief as the Court deems just and proper. Dated: April 23, 2010 RUTAN & TUCKE LP A Bar No. 210424) TFHEW . GRIMS 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 714-546-9035 Facsimile: mgrimshaw(rutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

21231023353-0031 1083358.01 a04123110

-12-

VERIFICATION State of California
).

)

County of Orange ) Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and

have been admitted to practice law before all of the court of the State of California. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.
C)

I have reviewed the foregoing Twelfth Monthly Application for

Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to the Debtors and Debtors in Possession for the Period from March 1, 2010, through March 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Banki. LR 2016-2 and the Administrative Order

entered on or about April 8, 2009 [Docket #147], and submit that the Application substantially complies such Rule and Order.

Dated: April 23, 2010 M tthew W. Grimshaw

21231023353-0031 1093365.01 a04/06/I0

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA) COUNTY OF ORANGE) On thday of April, 20 0, before m,

OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.

id

/yJio4 insert name and title of the officer) (here
a%, t.

A to, ’-"

, Notary Public

cgj
0

INDIVIDUAL CORPORATE OFFICER(S)

personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person)whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/h&their authorized capacityies), and that by his/her/their signature(s)-en the instrument the person(s), or the entity(is) upon behalf of which the person(s) -acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS band and official seal.

TITLE(S)

0

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

Li 0 0 U

SIGNATURE OF NOTARY

SIGNER IS REPRESENTING:

J
[seal]

-

_

00

-

3W

DEBORAH F. CORWIN Cofnmtulon# 1792252 No4uy Public California Oranq. County PtOvrLusfb 2S.Zfl 2
-, -

NAME OF PERSON(S) OR ENTITY(IES)

-

OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIB E D AT RIGHT:
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.

TITLE OR TYPE OF DOCUMENT: Thirteenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT: OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Bou1vard, Suite 1240 Long Beach, CA 90802

Invoice No. 579916 Account No. 023353 - 0029 Billing Atty. James O’Neal Date April 5, 2010

General Case Administration

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

$
$

3,416.00
3,416.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement coveting 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 95-3519021

RIJTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFACE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714)641-5100

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

Invoice No. 579916 Account No. 023353 - 0029 Billing Atty. James O’Neal Date April 5, 2010

General Case Administration

REMITTANCE COPY

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

$

3,416.00

S

3,416.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An 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 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 ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579916 Account No. 023353 - 0029 Billing Atty. James ONeal Date April 5, 2010 Page 1

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/16/10 Gregg Amber Telephone conference with Board members D. Katic and P. Devlin regarding possible appointment of P. Devlin as Board liaison on bankruptcy and legal issues. CristyG Parker Review July 2008 e-mail communications with Rosecrans counsel (0.2); telephone conference with J. Kuritz and G. Tywoniuk re same in connection with resolution of Rosecrans claims (0.2). Steve J Goon Review and analyze membership interest purchase agreement and amendments thereto; review and analyze asset purchase agreement. Gregg Amber Conference call with G. Tywoniuk and A. Marino re legitimacy of naming PERL for Alaska claims (0.3); conference with S. Goon re analysis of possible claims against seller (0.5); conference call with S. Goon, I Kharasch and P. Devlin re analysis of possible claims against seller (1.5). Steve Goon Continue review and analysis of membership interest 0.30

03/17/10

0.40

03/23/10

1.60

03124110.

2.30

03/24/10

2.60

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

RUTAN&TIJcKER,LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration 023353-0029

April 5, 2010 Invoice No. 579916 Page No.2

purchase agreement; conference call with P. Devlin, I. Kharash and G. Amber regarding seller fraud claims.

Total Flours Total Professional Services

7.20 $3,416.00

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

$3,416.00 10,754.80 (6,076.10) 4,678.70 $8,094.70

ACCOUNTS RECEIVABLE

o -30 DAYS
$3,416.00

31-60 DAYS $1,635.00

61 -90 DAYS $534.00

91 - 180 DAYS $1,573.00

OVER 180 $936.70

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER. LIP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92626-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579917 Account No. 023353 -0031 Billing Atty. James O’Neal Date April S,2010

Fee Application

INVOICE SUMMARY

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

$

2,000.00 7.78 2,007.78

Wire Instructions
Union Bank of California 18300 Von K.rman 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 we 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 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 ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579917 Account No. 023353 - 0031 Billing Atty. James O’Neal Date April 5, 2010

Fee Application

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

5 $

2,000.00 7.78 2,007.78

Wire Instructions
Union Bank of California 18300 Von K.arman Irvine, CA 92612 ABA if: 122000496 Swift Code: BQFCUS33MPK Account Number: 0630133009 Account Name: Ritan & 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 wiff 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579917 Account No. 023353 - 0031 Billing Atty. James O’Neal Date April 5, 2010 Page 1

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/03/10 Matthew Grimshaw Review and analyze fee auditor’s report regarding Rutan’s second interim fee application (2); email exchange with S. McFarland re same (.2). Matthew Grimshaw Email exchange with S. McFarland re no objection to January fee application (2). Matthew Qrimshaw Review CNO email from S. McFarland (.1); telephone conference with S. McFarland re need for professionals to appear telephonically at March 24 hearing (.1); email exchange re same (.1). Matthew Grimshaw Email exchange with S. McFarland re Rutan’s consent to fee auditor’s recommendations (.1). Matthew Grimshaw Draft, revise, and finalize fee application for Feb 2010. 0.40

03/22/10

0.20

03/23/10

0.30

03/24/10

0.10

03/31/10

4.00

Total Hours Total Professional Services

5.00 $2,000.00

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

RUTAN & TUCKER, LLP
ATrORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application
023353-0031

April 5, 2010 Invoice No. 579917 Page No. 2

DISBURSEMENTS AND COSTS ADVANCED Duplication Telecopier Total Disbursements 4.20 3.58 $7.78

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

$2,007.78 11,904.30 (6,017.40) 5,886.90 $7,894.68

ACCOUNTS RECEIVABLE 0-30 DAYS $2,007.78 31- 60 DAYS $2,192.30 61 -90 DAYS $1,566.60 91 - 180 DAYS $1,352.80 OVER 180 $775.20

Mdilionat disbuTsements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual’s name denotes paralegal. law clerk or document 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579918 Account No. 023353 -. 0032 Billing Atty. James O’Neal Date April 5, 2010

Corporate Governance

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

$ S

430.00 17.13 447.13

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 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 lii West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579918 Account No. 023353 - 0032 Billing Atty. James O’NeaI Date April 5,2010

Corporate Governance

REMITTANCE COPY

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

$

430.00 17.13

S

447.13

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

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LIP
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579918 Account No. 023353 - 0032 Billing Atty. James O’Neal Date April 5, 2010 Page 1

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/04/10 Laurie Biegel (PA) Review and revise list of officers and directors; review and respond to emails from G. Tywoniuk. Laurie Biegel (PA) Update Minute Books and task list. Laurie BIegel (PA) Prepare email to G. Tywoniuk with reminder that PERL’s Statement of Information due by April 30th. Laurie Biegel ( PA) Review service of process for PERL and PEAH and forward same to G. Tywoniuk. Laurie Biegel ( PA) Perform research regarding board and compensation committee approvals at the request of R. Kumararatne. Laurie Biegel (PA) Update Minute Books. 0.80

03/0511 10

0.10

03/16/10

0.10

03118/10

0.40

03/22/10

0.50

03/23/10

0.10

Total Hours Total Professional Services

2.00 $430.00

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance
023353-0032

April 5, 20 10

Invoice No. 579918 Page No. 2

DISBURSEMENTS AND COSTS ADVANCED Duplication Express Mail Total Disbursements 4.80 12.33 $17.13

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

$447.13 5,811.00 (2,944.60) 2,866.40 $3,313.53

ACCOUNTS RECEIVABLE 0-30 DAYS $447.13 31-60 DAYS $430.00 61-90 DAYS $953.30 91- 180 DAYS $460.30 OVER 180 $1,022.80

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (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 Tywonik, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579919 Account No. 023353 - 0033 Billing Atty. James O’Neal Date April 5, 2010

Alaska Asset Sale

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

$ $

1,080.00 1,080.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: .BOFCUS33MFK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579919 Account No. 023353 - 0033 Billing Atty. James O’Neal Date April 5, 2010

Alaska Asset Sale

REMITTANCE COPY

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

$ $

1,080.00 1,080.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA ft: 122000496 Swift Code: BOFCIJS33MPK Account Number:. 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual’s name denotes paralegal. law clerk or document 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 7 1950 (714)641.5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579919 Account No. 023353 - 0033 Billing Atty. James O’Neal Date April 5, 2010 Page 1

RE: Alaska Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/01/10 CristyG Parker Finalize bill of sale and master conveyance and related exhibits (0.3); communicate via e-mail with G. Tywoniuk, L. Wolf and Cook Inlet Energy re same (0.3). Cristy G Parker Communicate via e-mail with G. Ropp and Cook Inlet Energy re execution and recording of bill of sale and master conveyance. Cristy G Parker Assemble and distribute executed bill of sale and master conveyance and related exhibits. Cristy G Parker Read letter from B. Sullivan re post-closing open items re Alaska sale (0.2); e-mail communications with G. Tywoniuk and B. Sullivan re same (0.1). Cristy C) Parker Review letter from B. Sullivan and final settlement statement relating to sale of assets to Cook Inlet (0.4); telephone conference with G. Tywoniuk and L. Wolf re preparation of response re same (0.5).
[I

03/02/10

0.10

03/08/10

0.50

03/18/10

0.30

03/24/10

0.90

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

RUTAN & TUCKER, LLP
ATFORNEYS AT LAW

Pacific Energy Resources Ltd. Alaska Asset Sale 023353.0033

April 5, 2010 Invoice No. 579919 Page No. 2

Total Hours Total Professional Services

2.40 $1,080.00

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

$1,080.00 120,083.82 (78,145.80) 41,938.02 $43,018.02

ACCOUNTS RECEIVABLE .O-3ODAYS $1,080.00 31-6ODAYS $2,922.52 61-9ODAYS $9,117.00 91-180DAYS $18,309.00 OVER 180 $11,589.50

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER. LL.P
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579920 Account No. 023353 - 0034 Billing Atty. James O’Neal Date April 5,2010

Beta Asset Sale

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

$
$

150.00 55.20 205.20

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

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER. LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long beach, CA 90802

Invoice No. 579920 Account No. 023353 - 0034 Billing Atty. James O 1Neal Date April 5, 2010

Beta Asset Sale

REMITTANCE COPY

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

$
$

150.00 55.20 205.20

Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number Listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements Will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individuats name denotes paralegal, law clerk or document 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: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579920 Account No. 023353 - 0034 Billing Atty. James O’Neal Date April 5, 2010 Page 1

RE: Beta Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03103/10 GarettSleichter Review San Pedro Bay Pipeline Company minute book and prepare for delivery to Rise Energy. 0.40

Total Hours Total Professional Services

0.40 $150.00

DISBURSEMENTS AND COSTS ADVANCED Duplication Express Mail Total Disbursements 9.30 45.90 $55.20

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

$205.20 81,783.82 (42,975.39) 38,808.43 $39,013.63

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

RUTAN&TUCKER,LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Beta Asset Sale 023353-0034

April 5, 2010 Invoice No. 579920 Page No. 2

ACCOUNTS RECEIVABLE 0-30 DAYS $205.20 31-60 DAYS 61 -90 DAYS 91 - 180 DAYS $1,740.00 $30,520.10 $5,716.50 OVER 180 $831.83

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

TAXPAYERS ACCOUNT NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

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

Invoice No. 579921 Account No. 023353 - 0038 Billing Atty. James O’Neal Date April S,2010

General Corporate Issues

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

S $

1,605.00 1,605.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).oi’ (DC) following an individuars name denotes paralegal, law clerk or document 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, CAUFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579921 Account No. 023353 - 0038 Billing Atty. James O’Neal Date April 5, 2010

General Corporate Issues

REMITTANCE COPY

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

$ $

1,605.00 1,605.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCIJS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals ’lame 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579921 Account No. 023353 - 0038 Billing Atty. James O’Neal Date April 5,2010 Page 1

RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/01/10 Rushika Kumararatne Update options table. Garett Sleichter Draft board resolutions regarding appointment of board liaison for legal matters; draft and respond to email communication regarding same. Rushika Kumararatne Draft Incumbency Certificate. Garett Sleichter Research re D. Katie employment agreement; telephone conference with B. Walker re same. Rushika Kurnararatne Review files and research regarding Katie Employment Agreements at request of G. Tywoniuk. 1.00

03/17/10

1.50

03/19/10

0.20

03/22/10

0.70

03/22/10

1.20

Total Hours Total Professional Services

4.60 $1,605.00

Total Current Fees Previous Balance Due

$1,605.00 4,459.70

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

April 5, 20 10 Invoice No. 579921 Page No. 2

Payments and Adjustments Prior Balance Due Total Balance Due

(2,816.70) 1,643.00 $3,248.00

ACCOUNTS RECEIVABLE 0-30 DAYS $1,605.00 31-60 DAYS 61 -90 DAYS $262.50 $379.50 91 - 180 DAYS $752.50 OVER 180 $248.50

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement 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 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579923 Account No. 023353 - 0043 Billing Atty. James O’Neal Date April 5,2010

Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice 9,702.00 19.44 9,721.44

$ $

Wire Instructions
Union Bank of California 1.8300 Von Karman livine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUOING 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579923 Account No. 023353 - 0043 Billing Atty. James O’Neal Date April 5, 2010

Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

REMITTANCE COPY

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

$

9,702.00

$

19.44 9,721.44

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA 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 statement An additional statement covenng 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 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)641-5.100

Pacific-Energy Resources Ltd. Attn: Qerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 579923 Account No. 023353 - 0043 Billing Atty. James ONeal Date April 5, 2010 Page 1

RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH MARCH 31, 2010 03/01/10 Tim Spivey Research re how 3rd circuit bankruptcy courts deal with common interest agreements orjOint defense agreements in protecting attorney work product documents given to non-clients. Brendt Butler Finalize business insurance letter and send to T. Lloyd. Catherine Parsons Complete research on civil authority provisions and discuss with B. Butler. Brendt Butler Draft claim analysis for lenders. Tim Spivey Research re how 3rd circuit bankruptcy courts deal with common interest agreements or joint defense agreements in protecting attorney work product documents given to non-clients. Brendt Butler Draft common interest agreement; research re same. 1.80

03/01/10

0.80

03/02/10

1.00

03/02/10

6.60

03/03/10

3.90

03/03 1 10

2.90

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

April 5, 2010 Pacific Energy Resources Ltd. Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 579 Page No. 2 023353-0043

03/04/10

Tim Spivey Continued research re how 3rd circuit bankruptcy courts deal with common interest agreements or joint defense agreements in protecting attorney work product documents given to non-clients (1.2); expanded search to 9th and 2nd circuits in case of choice of law problems arise (2.2); began drafting memo on topic (0.5). Tim Spivey Drafting memo re attorney work product applicability to documents released to third party, non-client. Brendt Butler Draft analysis of claim for lenders. Brendt Butler Draft analysis of claim for lenders (1.9); draft common interest agreement (2.2). Brendt Butler Email correspondence with G. Tywoniuk re loss calculations

2.30

03/07/10

i:e

03/09/10

3.80

03/10/10

4.10

03130/10

0.10

Total Hours Total Professional Services

28.10 $9,702.00

DISBURSEMENTS AND COSTS ADVANCED Duplication Telecopier Total Disbursements 4.94 14.50 $19.44

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

$9,721.44 36,343.00 (5,864.00) 30,479.00

Additional disbursements may have been paid or incurred on your behalf and are riot reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).oi (DC) following an individuals name denotes paralegal. law clerk or document clerk

RUTAN & TUCKER, LLP
A1TORNYS AT LAW

April 5, 2010 Pacific Energy Resources Ltd. Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverageinvo ice No. 579 Page No. 3 023353-0043

Total Balance Due

$40,200.44

ACCOUNTS RECEIVABLE 0-30 DAYS $9,721.44 31-60 DAYS $29,013.00 61 -90 DAYS $1,466.00 91 - 180 DAYS $0.00 OVER 180 $0.00

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

EXHIBIT 2

42125-001 \DOCS DE:6375. I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re

I

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

PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors. Objections Deadline: June 17, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed NOTICE OF FILING OF FOURTEENTH MONTHLY FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties") PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Fourteenth Monthly Application for Compensation and Reimbursement of Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for the Period from April 1, 2010 through April 30, 2010, seeking

compensation for services and reimbursement of expenses in the amount of $10,059.90 (the "Application"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under 11 U.S.C. §§ 105(a)

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean

2123/023353-0031 1090562.01 a05/25/10

Doeket

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 Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern Time) on June 17, 2010 (the "Objection Deadline"). Objections or other responses to the Application, if any, must also be served so that they are received not later than June 17, 2010 at 4:00 p.m. prevailing Eastern
time, by: (a) the Debtors, (I) Pacific Energy Resources, Ill W. Ocean Boulevard, Suite

1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (I) Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17 Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszjlaw.com; (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@nszjlaw.com; and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-9035, email: pparmes@rutan.com; (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067;

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031 1090562.01 a05/25I10

Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@tsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignant2zpepperlaw.com (the "Notice Parties") PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed, served and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Dated: May 25, 2010 RUTAN & TUCKER, LLP

fAAfTHE)V_WdR1MSHAW(CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-0031 1090562.01 a05125/10

-

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. Objections Deadline: June 17, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed FOURTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRIL 1, 2010 THROUGH APRIL 30, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 April 1, 2010 through April 30, 2010 2 $10,060.00 ($.10) 3 Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein. During the Application Period, Rutan charged $29.90 to Debtor’s account for telephone calls. During the same period, Rutan received a $30.00 refund from Court Call. Rutan was scheduled to telephonically appear at fee application hearing. The Court cancelled the hearing when all the professionals agreed to accept the fee auditor’s

21231023353-0031 1090630.01 a05/25/10

Sought as Actual, Reasonable and Necessary: This is a: x monthly - interim - final application.

The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $2,000.00.
PRIOR APPLICATIONS FILED Date Filed 6/17/09 Requested Fees $102,732.50 Requested ElDenses $1,389.62 Approved Fees $102,732.50 Approved Expenses $1,389.62

6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10
4/1/10

4/26/10

Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1, 2009 to June 30, 2009 July 1, 2009 to July 31, 2009 Aug. 1, 2009 to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct. 1, 2009 to Oct. 31, 2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. 1, 2009 to Dec. 31, 2009 Jan. 1, 2010 to Jan. 31, 2010 Feb. 1, 2010 to Feb. 28, 2010 March 1,2010to March 31, 2010

$124,537.50 $120,999.50 $148, 667.50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92
$631.09

$124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55

$67.32 $99.55

recommendations, leaving a credit of ($0.10).
2123/023353-0031 1090630.01 a05/25/10

-2-

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice. Are of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 1992; Member of CA State bar since 1982; Member of Trial Law Groun Partner since 2005; Member of CA Bar since 1995; Member of Corporate Law Grout, Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2002; Member of CA Bar 2000; Member of Financial Practice Group Associate since 2006; Member of CA State Bar since 2006; Member of Corporate Law Group Paralegal since 2002; Member of Corporate Law Group Hourly, Billing Rate (including chanes) 8550.00

Name of Professional Individual Gregg Amber

Total Hours Billed 4.8

Total Compensation $2,640.00

Duke Wahiquist

$550.00

1.0

$550.00

Cristy G. Parker

$450.00

.3

$135.00

Steven J. Goon

$430.00

4.0

$1,720.00

Matthew Grimshaw

$400.00

11.7

$4,680.00

Rusbika Kumararatne Laurie Biegel

$325.00

0.7

$227.50

$215.00

.5

$107.50

Grand Total: $10,060.00 Total Hours: 23.0 Blended Rate: $437.39 COMPENSATION BY CATEGORY Project Cateiories General Case Administration Fee Anglication Corporate Governance General Corporate Issues Business Interruption Insurance Total Total Hours 7.7 11.7 1.8 0.8 1.0 23.0 Total Fees $3.725.00 $4.680.00 8856.00 8249.00 $550.00 $10.060.00

2123/023353-0031 109063001 a05/25/10

EXPENSE SUMMARY Expense Cateiorv Telenhone Charges Refund for Cancelled Telephonic Appearance TOTAL Dated: May 25, 2010 Service Provider4 Court Call Total Expense $29.90 ($30.00) ($JO) RUTAN & TUCKER, LLP

MA’FTHEW W. GRIMSHAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

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

21231023353-0031 1090630.01 a05/25II0

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. Objections Deadline: June 17, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

FOURTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP I SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM APRIL1, 2010 THROUGH APRIL 30, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Court’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 8c Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Fourteenth Monthly Application for Compensation and for Reimbursement of

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031 1090639.01 a05125110

Expenses for the Period from April 1, 2010 through April 30, 2010 (the "Application"). By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $10,059.90, consisting of $10,060.00 in fees and ($0.10) in expenses, 2 and payment of $8,048.00 (80% of the allowed fees) and ($0.10) (100% of allowed expenses) for the period April 1, 2010 through April 30, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows:
Background

1.

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C.

§§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a

During the Application Period, Rutan charged $29.90 to Debtor’s account for telephone calls. During the same period, Rutan received a $30.00 refund from Court Call. Rutan was scheduled to telephonically appear at fee application hearing. The Court cancelled the hearing when all the professionals agreed to accept the fee auditor’s recommendations, leaving a credit of ($0.10).

2

2123/023353-0031 1090639.01 a05/25/10

Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim, basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court’s "Order Granting Debtors’ Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket 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 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

2I2323353-0O31 1090639.01 a05125/10

-3-

agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to

secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors’ behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Court’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 this Court and the Bankruptcy Code. 8. This is Rutan’s thirteenth monthly fee application. In its first monthly

feeapplication (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. Under its fourth fee application (for June 1,

21231023353-0031 1090639.01 a05/25/10

-

2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and $196.50 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its fifth fee application (for the period July 1, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under

the Administrative Order Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December 1, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in

223IO23353-0031 109063901 a0512511

-

-5-

expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March 1, 2010 to March 31, 2010), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. 9. Rutan’s billing statements for April, 2010 are attached hereto as Exhibit

A. These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutan’s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Court’s Local Rules, and the Administrative Order. Rutan’s time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutan’s computerized billing program by an administrative assistant or (b) entered directly into Rutan’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 variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutan’s charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code.

21231023353-0031 109063901 a05125110

Actual and Necessary Expenses

10.

A summary of actual and necessary expenses incurred by Rutan for the

Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to

cases, such as this one, arising in Delaware. Rutan’s photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client’s account number into a device attached to the photocopier. Rutan summarizes 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 distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutan’s calculation of the actual costs incurred by Rutan for the machines, supplies, and eura 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 (e.g,

LEXIS and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills sits clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority

of law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Association’s ("ABA") guidelines,

2123/023353-0031 1090639.01 a05/25/10

as set forth in the ABA’s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.
Summary of Services Rendered

15.

The names of the partners and associates of Rutan who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 16. Rutan, by and through such persons, as special corporate and litigation

counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors’ bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutan’s efforts have been extensive due to the size and complexity of the Debtors’ bankruptcy cases.
Summary of Services by Project

17.

The services rendered by Rutan during the Interim Period can be

grouped into the categories set forth below. Rutan attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A, which identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each

2123/023353-0031 1090639.01 a05/25110

category. A. General Case Administration 18. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the Debtors. Fees: $3,725.00; Hours: 7.7 B. 19. Fee Application During the Interim Period, the Firm, among other things: (1) prepared

its monthly fee application and supporting documentation; (2) prepared a response to the fee auditor’s report regarding Rutan’s Third Interim Fee Application; and (3) corresponded with others regarding Rutan’s fee applications. Fees: $4,680.00; Hours: 11.7 C. 20. Corporate Governance During the Interim Period, the Firm, among other things: (1) attended

Debtors’ board meetings; (2) assisted the Debtors in the preparation of the Debtors’ board minutes; (3) reviewed and analyzed documents; (4) updated and helped maintain the Debtors’ corporate books and records, and (5) communicated with and advised the Debtors. Fees: $856.00 Hours: 1.8 D. 21. General Corporate Issues During the Interim Period, the Firm, among other things: (1) drafted

updates to Debtor’s books and records; and (2) communicated with and advised the Debtors regarding these issues. Fees: $249.00; Hours: .0.8

2123,023353-003) 1090639.01 a05/25110

-9-

E.

Business interruption Insurance

22.

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

and analyzed documents; and (2) communicated with Debtors and others regarding business interruption insurance claims. Fees: $550.00; Hours: 1.0
Valuation of Services

23.

Attorneys and paraprofessionals of Rutan expended 23 hours in

connection with their representation of the Debtors during the Interim Period, as follows:
RUTAN PROFESSIONALS Position of the Applicant, Hourly, Number of Years in that Billing Position, Prior Relevant Total Rate Experience, Year of Total (including Hours Obtaining License to Practice, Billed Compensation Changes) Are of Expertise 4.8 $2,640.00 $550.00 Partner since 1998; Member of CA Bar since 1981; Member of Cornorate Law Group 1.0 $550.00 Partner since 1992; Member of $550.00 CA State Bar since 1982; Member of Trial Law Group .3 $135.00 Partner since 1998; Member of $450.00 CA Bar since 1995; Member of Corporate Law Group 4.0 $1,720.00 Partner since 2002; Member of $430.00 CA State Bar since 1994; Member of Trial Law Group 11.7 $4,680.00 Associate since 2002; Member $400.00 of CA Bar since 2000; Member of Financial Practice Groun .7 $227.50 Associate since 2006; Member $325.00 of CA State Bar since 2006; Member of Corporate Law Groun _________________ __________ ______ ______________ .5 $107.50 Paralegal since 2002; Member $215.00 of Corporate Law Group _________ ______

Name of Professional Individual Gregg Amber

Duke Wahiquist Cristy G. Parker Steven G. Goon Matthew Grimshaw Rushika Kumarartne Laurie Biegel

2123/023353-0031
1090639.01 a05/25/10

_10-

Grand Total: $10,060.00 Total Hours: 23.0 Blended Rate: $43739

24.

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

Exhibit A. The rates charged by Rutan’s professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $10,060.00. 25. Under §330 of the Bankruptcy Code, Rutan respectfully submits that

the amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Further, Rutan 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 April 1, 2010, to April 30, 2010, it be awarded on an interim basis $10,059.90, consisting of fees in the amount of $10,060.00.00 and expenses in the amount of ($10), and that it be authorized to receive a payment from the Debtor of $8,047.90, consisting of 80% of the I/I I/I I/I I/I I/I

2123/023353-0031 1090639.01 a051251I0

-1 -

allowed fees ($8,048.00) and 100% of the allowed expenses ($.10). Rutan also requests such other and further relief as the Court deems just and proper.

Dated: May 25, 2010

&~ R UTA R,

MA HEW W. GRIMSHA 10424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

21231023353-003 1 109063901 a05/25110

12

VERIFICATION State of California County of Orange Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and

have been admitted to practice law before all of the court of the State of California. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutari. C) I have reviewed the foregoing Fourteenth 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 April 1, 2010, through April 30, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order

entered on or about April 8, 2009 [Docket #1471, and submit that the Application substantially complies such Rule and Order.

Dated: May 25, 2010

V e w W Grimsha Mh4~ ~

2123/023353.0031 1094527.01 a05/25110

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA) COUNTY OF ORANGE) On thit’ of May 2010, before me, O iEO / X e-L, &L
(here insert name and

--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.

j
A..)

INDIVIDUAL CORPORATE OFFICER(S)

, Notary Public D

title of the officer)

personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s) is/ure subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) r, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS hand and official seal.

TITLE(S)

D

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

D 0 0 D

SIGNATURE OF NOTARY

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR

ENTITY(IES)

No" PiC - ClfomIa
[seal]

I%r 1*jCWM0 $0 F IMIAM 2J
OPTIONAL SECTION

OcanqI Counly

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.

TITLE OR TYPE OF DOCUMENT: Fourteenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:

2---’O

OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

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

Invoice No. 582320 Account No. 023353 - 0029 Billing Atty. James O’NeaI Date May 5,2010

General Case Administration

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

$ $

3,725.00 29.90 3,754,90

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582320 Account No. 023353-0029 Billing Atty. James O’Neal Date May 5, 2010

General Case Administration

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

$ $

3,725.00 29.90 3,754.90

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuars 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582320 Account No. 023353 - 0029 Billing Atty. James O’Neal Date May 5, 2010 Page 1

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/07/10 Gregg Amber Meeting with S. Goon and D. Katic re analysis of possible claims. Steve J Goon Interoffice conference with D. Katie and G. Amber regarding claim against Forest Oil; analyze same. Gregg Amber Review statute of limitations memo; correspondence with D. Katie and S. Goon re same. Steve J Goon Review and analyze memorandum regarding statute of limitations. Steve J Goon Interoffice conference with G. Amber regarding status and statue of limitations research. Cristy G Parker Telephone conference with J. Hunter re Rosecrans claim (0.1); assemble background information for J. Hunter re same (0.2). 3.10

04/07/10

3.40

04/08/10

0.30

04/09/10

0.40

04/12/10

0.20

04/28/10

0.30

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration 023353-0029

May 5, 2010 Invoice No. 582320 Page No. 2

Total Hours Total Professional Services

7.70 $3,725.00

DISBURSEMENTS AND COSTS ADVANCED Long Distance Telephone Total Disbursements
29.90 $29.90

Total Current Fees and Costs Prior Balance Due Total Balance Due

$3,754.90 8,094.70 $11,849.60

ACCOUNTS RECEIVABLE 0-30 DAYS
$7,170.90

31-60 DAYS
$0.00

61 -90 DAYS
$1,635.00

91 - 180 DAYS
$2,107.00

OVER 180
$936.70

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LU’
AUORNEVS 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582321 Account No. 023353 -0031 Billing Atty. James O’Neal Date May5,2010

Fee Application

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

$
$

4,680.00 -30.00
4,650.00

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

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

TAXPAYERS ACCOUNT NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1960 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582321 Account No. 023353 - 0031 Billing Atty. James O’Neal Date May 5, 2010

Fee Application

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

$
$

4,680.00 -30.00 4,650.00

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 in the invoice number listed above.

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

The abbreviation (PA). (LC).or (DC) following an individuafs 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 92626-1950 (714)641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582321 Account No. 023353 - 0031 Billing Atty. James OrN eal Date May 5,20l0 Page 1

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/07/10 Matthew Grimshaw Review email from L. Biegel rc information to be included in response to fee auditor’s report re Rutan’s third interim fee application (.1); begin drafting response to fee auditor’s report (1.1). Matthew Grimshaw Work on response to fee auditor’s report re Rutan’s third interim fee application (.9). Matthew Grimshaw Work on response to fee auditor’s report re Rutan’s third interim fee application (1.2); finalize same(. 1). Matthew Grimshaw Email from S. McFarland re fourth interim fee application (.1). Matthew Grimshaw Draft, revise, and finalize fourth quarterly fee application (3.9); email exchange with G. Amber fee application issues (.1). Matthew Grimshaw Draft, revise, and finalize March 2010 fee application (4.2). 1.20

04/08/10

0.90

04/09/10

1.30

04/20/10

0,10

04/21/10

4.00

04/23/10

4.20

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

May 5, 2010 Invoice No. 582321 Page No. 2

Total Hours Total Professional Services

11.70 $4,680.00

DISBURSEMENTS AND COSTS ADVANCED Refund of Advanced Client Cost Total Disbursements -30.00 $-30.00

Total Current Fees and Costs Prior Balance Due Total Balance Due

$4,650.00 7,894.68 $12,544.68

ACCOUNTS RECEIVABLE 0-30 DAYS $6,657.78 31- 60 DAYS $0.00 61 -90 DAYS $2,192.30 91 - 180 DAYS $2,919.40 OVER 180 $775.20

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

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

Invoice No. 582322 Account No. 023353 - 0032 Billing Atty. James O’Neal Date May 5, 2010

Corporate Governance

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

$
$

856.00
856.00

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

Additional disbursements may have been paid or incurred on your behalf and we 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 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 ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582322 Account No. 023353 - 0032 Billing Atty. James O’Neal Date May 5,2010

Corporate Governance

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

$ $

856.00 856.00

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

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582322 Account No. 023353 -0032 Billing Atty. James OrN eal Date May S,2010 Page 1

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/05/10 Laurie Biegel ( PA) Prepare correspondence to J. Kuritz regarding Delaware tax notice matters. Laurie Biegel (PA) Review board consents; update Minute Book and index thereto. Laurie Biegel(PA) Prepare correspondence to J. Kuritz forwarding invoice for Cameros Acquisition. Gregg Amber Prepare for, attend and take notes for minutes at Board meeting; begin work on minutes. 0.10

04/09/10

0.20

04/19/10

0.10

04/27/10

1.40

Total Hours Total Professional Services

1.80 $856.00

Total Current Fees Prior Balance Due Total Balance Due

$856.00
3,313.53 $4,169.53

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

RUTAN & TUCKER, LLP
Al IORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

May 5, 2010 Invoice No. 582322 Page No. 2

ACCOUNTS RECEIVABLE

o -30 DAYS
$1,303.13

31-60 DAYS $0.00

61 - 90 DAYS $430.00

91 - 180 DAYS $1,413.60

OVER 180 $1,022.80

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582323 Account No. 023353 - 0038 Billing Atty. James O’Neal Date May 5, 2010

General Corporate Issues

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

$ 5

249.00 249.00

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

Additional disbursements may have been paid or incurred, on your behalf and are not reflected in this statement. An additional statement coveting 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 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 92626-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582323 Account No. 023353 - 0038 Billing Atty. James O’Neal Date May 5, 2010

General Corporate Issues

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

$ $

249.00 249.00

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

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

TAXPAYERS ACCOUNT
NO 95-3519021

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

Invoice No. 582323 Account No. 023353 - 0038 Billing Atty. James O’Neal Date May 5,2010 Page 1

RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/05/10 Rushika Kumararatne Draft resolutions re 401 (k) plan. Laurie Biegel (PA) Review and respond to emails regarding board matters. Rushika Kumararatne Draft board resolutions re termination of 401(k) plan. 0.40

04/07/10

0.10

04/09/10

0.30

Total Hours Total Professional Services

0.80 $249.00

Total Current Fees Prior Balance Due Total Balance Due

$249.00 3,248.00 $3,497.00

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023351.0038

May 5, 2010 Invoice No. 582323 Page No. 2

ACCOUNTS RECEIVABLE 0-30 DAYS $1,854.00
31- 60 DAYS $0.00 61 -90 DAYS $262.50

91 - 180 DAYS $1,132.00

- OVER 180 $248.50

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

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

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

Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James O’Neal Date May 5, 2010

Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

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

$ $

550.00 550.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA U: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ru tan & Tucker LLP Reference: Please refer to the invoice number listed above.

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James O’Neal Date May 5,2010

Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

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

$ S

550.00 550.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) folimeng an ndMdtreFs 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 582324 Account No. 023353 - 0043 Billing Atty. James O’Neal Date May 5,2010 Page 1

RE: Business interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH APRIL 30, 2010 04/15/10 Duke F Wahlquist Conf. call with clients and lenders regarding status of claim. 1.00

Total Hours Total Professional Services

1.00 $550.00

Total Current Fees Prior Balance Due Total Balance Due

$550.00 40,200.44 $40,750.44

ACCOUNTS RECEIVABLE

o - 30 DAYS
$10,271.44

31-60 DAYS $0.00

61 -90 DAYS $29,013.00

91 - 180 DAYS $1,466.00

OVER 180 $0.00

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

EXHIBIT 3

42125-001 \DOCS_DE:63 75.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. )
)

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

) )
)

) Objections Deadline: July 28, 2010 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties") Rutan & Tucker, LLP ("Rutan"), special counsel to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Monthly Application for

Compensation and Reimbursement of Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for the Period from May 1, 2010 through May 31, 2010, seeking compensation for services in the amount of $3,110.00 and reimbursement of costs incurred in the amount of $0.00 (the "Application"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Committee Members [Docket No. 147] (the "Administrative Order") and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than Time) on July 30, 2009 (the "Objection Deadline"). 4:00 p.m. (Eastern

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 Cot’npany (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Date1r Docket # 1112

wow

Objections or other responses to the Application, if any, must also be served so that they are received not later than July 30, 2010 at 4:00 p.m. prevailing Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. O’Neill, Esq.; Fax: 302-652-4400, e-mail: ljones@pszjlaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 1th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan(pepperlaw.com (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if

2

no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Dated: July 8, 2010 PACHULSKI STANG ZIEHL & JONES LLP

1sf Scotta E. McFarland
Laura Davis Jones (DE Bar No. 2436) Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O’Neill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ljones@pszjlaw.com ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com ioneill @ pszilaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession.
68773 -OO2D005_DE: 161648.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. Objections Deadline: July 30, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed FIFTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY 1, 2010 THROUGH MAY 31, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 May 1, 2010 through May 31, 2010 2 $3,110.00 $0 - interim - final application. Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2

21 23/023353-003 1 1097434.01 aOl/OhIO

The total time expended for fee application preparation is approximately and the corresponding compensation requested is approximately $2,000.00. PRIOR APPLICATIONS FILED Date Filed 6/17/09 6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10 4/1/10 4/26/10 Requested Fees $102,732.50 Requested Expenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) Approved Fees $102,732.50 $124,537.50 $120,999.50 $118,934.00 $261,672.00 $116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40 $8,048.00

5 hours

5/26/10

Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1,2009to May 31, 2009 June 1,2009to June 30, 2009 July 1, 2009 to July 31, 2009 Aug. 1, 2009 to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct. 1, 2009 to Oct. 31, 2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. l,2009to Dec. 31, 2009 Jan. 1, 2010 to Jan. 31, 2010 Feb. 1, 2010 to Feb. 28, 2010 March 1,2010to March 31, 2010 April 1, 2010 to April 30, 2010

Approved ExDenses $1,389.62 $10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10)

$124,537.50
$120,999.50 $148,667.50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00 $10,060.00

included herein.

2I23IO23353.003 1097434.01 a07107110

-2-

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Billing Experience, Year of Obtaining Rate License to Practice, Are of (including Expertise cbanaes) Partner since 1998; Member of $550.00 CA Bar since 1981; Member of Cornorate Law Group Associate since 2002; Member $400.00 of CA Bar 2000; Member of Financial Practice Group Associate since 2004; Member $375.00 of CA State Bar since 2004; Member of Corporate Law Groun Associate since 2006; Member $325.00 of CA State Bar since 2006; Member of Corporate Law __________ Group Paralegal since 2002; Member of $215.00 Cornorate Law Group Grand Total: $3,110.00 Total Hours: 8.3 Blended Rate: $374.70 COMPENSATION BY CATEGORY Project Catcories Fee Application Corporate Governance General Corporate Issues Business Interruption Insurance Total Total Hours 4.7 1.4 0.8 2.2 8.3 Total Fees $1.880.00 $435.00 $249.00 $795.00 $3.110.00

Name of Professional Individual Gregg Amber

Total Hours Billed .4

Total Comnensation $220.00

Matthew Gnmshaw Garrett Sleichter

4.7 1.6

$1,880.00 $600.00

Rushika Kumararatne Laurie Biegel

.6

$195.00

1.0

$215.00

Dated: July 7, 2010

RUTAN,& TUCKER LP M TTHEW . G MS (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 714-546-9035 Facsimile: Email: mgrimshaw@rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-0031 1097434.01 aOl/OhIO

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re

I

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

PACIFIC ENERGY RESOURCES LTD., el al., 1 Debtors. Objections Deadline: July 30, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed FIFTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY1, 2010 THROUGH MAY 31, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Court’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 Fifteenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from May 1, 2010 through May 31, 2010 (the "Application").

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W. Ocean

21231023353-0031 1097466.01 a07107/1 0

By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $3,110.00, consisting of $3,110.00 in fees and payment of $2,488.00 (80% of the allowed fees) for the period May 1, 2010 through May 31, 2010 (the "Interim Period"). In support of this Application, Rutan respectfully represents as follows:
Background

i.

On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). 3. On or about April 8, 2009, the Court entered the Administrative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim

Boulevard, Suite 1240, Long Beach, CA 90802.

21231023353-0031 1097466.01 a07l07110

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application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court’s "Order Granting Debtors’ Application Pursuant to Sections 105(A), 327, 328, and 330 of the Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses.
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 the Debtors. 6. Rutan has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to

secure payment of the fees owed to it by the Debtors and the expenses incurred by Rutan on the Debtors’ behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date, Rutan

21231023353-0031 1097466.01 a07107/10

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obtained the Court’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 this Court and the Bankruptcy Code. 8. This is Rutan’s fifteenth monthly fee application. In its first monthly fee

application (for the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. In its second monthly fee application (for the period of April 1, 2009, to April 30, 2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. Under its third fee application (for the period May 1, 2009, to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. In December 2009, the Court approved Rutan’s fees when it approved Rutan’s first quarterly fee application. Under its fourth fee application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50 in fees and $196.50 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its fifth fee application (for the period Julyl, 2009, to July 31, 2009), Rutan sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its sixth fee application (for August 1, 2009, to August 31, 2009) Rutan sought approval of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved

2123(023353-0031 109746601 a07/07/10

Rutan’s fees when it approved Rutan’s second quarterly fee application. Under its seventh fee application (for the period September 1, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan sought approval of $67,767.50 in fees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fee application (for the period December 1, 2009 to December 31, 2009), Rutan sought approval of $201,727.00 in fees and $1,481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92 in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and $631.09 in expenses. Under its twelfth fee application (for the period February 1, 2010 to February 28, 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $67.32 in expenses. Under its thirteenth fee application (for the period March I, 2010 to March 3 1, 2010), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. Under

its fourteenth fee application (for the period April 1, 2010 to April 30 2010), Rutan

223/023353.003I 109746601 a07/07/10

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sought approval of $10,060.00 in fees and ($. 10) in expenses. Under the Administrative Order, Rutan received $8,048.00 in fees and $(0. 10) in expenses. 9. Rutan’s billing statements for May 2010 are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of Rutan’s knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Court’s Local Rules, and the Administrative Order. Rutan’s time reports are either (a) initially handwritten by the attorney or paralegal performing the described services and then entered into Rutan’s computerized billing program by an administrative assistant or (b) entered directly into Rutan’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 variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutan’s charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. Actual and Necessary Expenses 10. A summary of actual and necessary expenses incurred by Rutan for the

Interim Period is attached hereto as part of Exhibit A. 11. Rutan charges $0.10 per page for photocopying expenses related to cases,

such as this one, arising in Delaware. Rutan’s photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client’s account number into a device attached to the photocopier. Rutan summarizes

2123/023353-0031 1097466.01 o07l07/I0

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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 distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Rutan’s calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services LEXIS

and WESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority of

law firms charge clients for such services. In addition, Rutan believes that such charges are in accordance with the American Bar Association’s ("ABA") guidelines, as set forth in the ABA’s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.
Summary of Services Rendered

15.

The names of the partners and associates of Rutan who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Rutan who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A.

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16.

Rutan, by and through such persons, as special corporate and litigation

counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors’ bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rutan’s efforts have been extensive due to the size and complexity of the Debtors’ bankruptcy cases. Summary of Services by Project 17. The services rendered by Rutan during the Interim Period can be grouped

into the categories set forth below. Rutan attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A, which identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. A. 18. Fee Application During the Interim Period, the Firm, among other things: (1) prepared its

monthly fee application and supporting documentation; (2) corresponded with the Fee Auditor regarding information requested by him; (3) reviewed the fee auditor’s final report regarding Rutan’s Third Interim Fee Application and corresponded with others regarding the same; and (4) corresponded with other regarding Rutan’s fee applications. Fees: $1,880.00; Hours: 4.7

21231023353-0031 1097466.01 aOl/OhIO

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B. 19.

Corporate Governance During the Interim Period, the Firm, among other things: (1) assisted the

Debtors in the preparation of the Debtors’ board minutes; (3) reviewed and analyzed documents; (4) updated and helped maintain the Debtors’ corporate books and records, and (5) communicated with and advised the Debtors. Fees: $435.00 Hours: 1.4 C. 20. General Corporate Issues During the Interim Period, the Firm, among other things: (1) reviewed and

analyzed credit agreements at the request of the Debtors; (2) communicated with and advised the Debtors; and (3) drafted resolutions for the Debtors. Fees: $795.00; Hours: .2.2 Valuation of Services 21. Attorneys and paraprofessionals of Rutan expended 8.3 hours in

connection with their representation of the Debtors during the Interim Period, as follows: RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Exnertise Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Group Associate since 2004; Member of CA State Bar since 2004; Member of Corporate Law Groun Associate since 2006; Member of CA State Bar since 2006; Member of Cornorate Law Group Paralegal since 2002; Member of Corporate Law Group Hourly, Billing Rate (including Chanies $550.00 $400.00 $375.00 $325.00 $215.00

Name of Professional Individual Gregg Amber Matthew Grimshaw Garrett Sleichter Rushika Kumarartne Laurie Biegel

Total Hours Total Billed Comnensation .6 $220.00 4.7 1.6 .6 1.0 $1,880.00 $600.00 $195.00 $215.00

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Grand Total: $3,110.00 Total 1-tours: 8.3 Blended Rate: $374.70 22. The nature of the work performed by these persons is fully set forth in

Exhibit A. The rates charged by Rutan’s professionals and paraprofessionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $3,110,00. 23. Under §330 of the Bankruptcy Code, Rutan respectfully submits that the

amount requested by Rutan is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Further, Rutan has reviewed Local Rule 2016-2 and the

Administrative Order and believes that this Application complies with r quirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from May 1, 2010, to May 31, 2010, it be awarded on an interim basis $3,110.00, consisting of fees in the amount of $3,110.00 and that it be authorized to receive a payment from the Debtor of $2,488.00, consisting of 80% of the allowed fees. Rutan also requests such other and further relief as the Court deems just and proper. Dated: July 7, 2010

(CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: 714-546-9035 Facsimile: mgrimshawrutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

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VERIFICATION
State of California County of Orange )
)

)

Matthew W. Grimshaw, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Rutan"), and

have been admitted to practice law before all of the court of the State of California. h) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.
C)

I have reviewed the foregoing Fifteenth 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 May 1, 2010, through May 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order

entered on or about April 8, 2009 [Docket #147], and submit that the Application substantially complies such Rule and Order.

Dated: July 7, 2010 Nfatthew W.Grimsha

21231023353-0031
109750401 a07107/10

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA) COUNTY OF ORANGE) On this 4day of July, 2010, before me, , Notary Public
(here insert name and title of the officer)

--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.

Ei D

INDIVIDUAL CORPORATE OFFICER(S)

personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ere-subscribed to the within instrument, and acknowledged to me that he/-shethey executed the same in his/hef’theii’ authorized capacity(i.es)-, and that by his/heitheir signature(s)-on the instrument the person(s), or the entity(-i-es.) upon behalf of which the person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNES hand and official seal.

TITLE(S)

E]

o o

PARTNER(S) LIMITED GENERAL

D 0 0
0

ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:

SIGNATURE OF NOTARY

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

OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not requited by low, it could prevent fraudulent reattachment of this form.

TITLE OR TYPE OF DOCUMENT: Fifteenth Monthly Application for Compensation and
Reimbursement of Expenses

NUMBER OF PAGES: DATE OF DOCUMENT:

7’ 7_ ID

OTHER SIGNER(S) THAN NAMED ABOVE:

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

Invoice No. 584456 Account No. 023353 - 0031 Billing Atty. James O’Neal Date June 3, 2010

Fee Application

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

$ S

1,880.00 1,880.00

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

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584456 Account No. 023353 - 0031 Billing Atty. James O’Neal Date June 3, 2010

Fee Application

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

$

1,880.00 1,880.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuars name denotes paralegal. law clerk or document 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: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584456 Account No. 023353 - 0031 Billing Atty. James O’Neal Date June 3,2010 Page I

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/13/10 Matthew Grimshaw Email exchange with S McFarland re certificate of no objection issues (.2). Matthew Grimshaw Multiple email exchanges with A Parnell re information requested by fee auditor (2). Matthew Grimshaw Email from S. McFarland re fee issues. Matthew Grimshaw Email from S. McFarland re fee auditor’s final report re Rutan’s third interim fee application (1); review fee auditor’s report re same (.1); email exchange with G Amber re same (.2). Matthew Grimshaw Draft, revise, and finalize Rutan’s fee application for April 2010 (3.8). 0.20

05/19/10

0.20

05/21/10

0.10

05/24/10

0.40

05/25/10

3.80

Total Hours Total Professional Services

4.70 $1,880.00

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

June 3, 2010
Invoice No. 584456

Page No. 2

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

$1,880.00 12,544.68 (1,760.30) 10,784.38 $12,664.38

ACCOUNTS RECEIVABLE 0-30 DAYS $6,530.00 31- 60 DAYS $2,007.78 61 - 90 DAYS $432.00 91 - 180 DAYS $2,075.80 OVER 180 $1,618.80

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (D(3) 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 Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584457 Account No. 023353 - 0032 Billing Atty. James O’Neal Date June3,2010

Corporate Governance

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

$ $

435.00 435.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an 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 lii West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584457 Account No. 023353 - 0032 Billing Atty. James O’Neal Date June 3,2010

Corporate Governance

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

$ S

435.00 435.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual’s name denotes paralegal. law clerk or document 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: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No. Billing Atty. Date Page

584457 023353 0032 James O’Neal June 3,2010 1
-

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/03/10 Laurie Biegel (PA) Review minutes (0.2); update Minute Book and index thereto (0.3). Laurie Biegel (PA) Follow up regarding minutes matters. Laurie Biegel( PA) Prepare correspondence to J. Kuritz regarding invoice. Laurie Biegel(PA) Review and follow up on email from C. Parker regarding Cook Inlet matters. Gregg Amber Continue work on board meeting minutes. Gregg Amber Continue work on board meeting minutes. 0.50

05/06/10

0.10

05/11/10

0.30

05/25/10

0.10

05/27/10

0.20

05/28/10

0.20

Total Hours Total Professional Services

1.40 $435.00

Total Current Fees

$435.00

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353.0032

June 3, 2010 Invoice No. 584457 Page No. 2

Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

4,169.53 (344.00) 3,825.53 $4,260.53

ACCOUNTS RECEIVABLE

o - 30 DAYS
$1,291.00

31- 60 DAYS $447.13

61 - 90 DAYS $86.00

91 - 180 DAYS $974.80

OVER 180 $1,461.60

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an iridividuars 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James O’Neal Date June 3, 2010

General Corporate Issues

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

$
$

795.00
795.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: 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 riot 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 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: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James O’Neal Date June 3,2010

General Corporate Issues

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

$ $

795.00 795.00

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA). (LC).or (DC) following an individuars 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 584458 Account No. 023353 - 0038 Billing Atty. James ONea1 Date June 3,2010 Page I

RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2010 05/18/10 GarettSleichter Research first and second lien credit agreement document requests from J. Kuritz (1.5); provide document to J. Kuritz in response to request (0.1). Rushika Kumararatne Draft resolutions regarding director compensation. 1.60

05/27/10

0.60

Total Hours Total Professional Services

2.20 $795.00

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

$795.00 3,497.00 (210.00) 3,287.00 $4,082.00

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

June 3, 2010 Invoice No. 584458 Pagc No. 2

ACCOUNTS RECEIVABLE 0-30 DAYS - 31-60 DAYS $1,605.00 $1,044.00 61 -90 DAYS
$52.50

91 - 180 DAYS $545.00

OVER 180
$835.50

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

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. )
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

) ) )

AFFIDAVIT OF SERVICE STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ss: )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 29 th day of December, 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 March 1 -May 31, 2010

W1,401-11 11 11 . W

Sworn to and Subscribed before day of December 2010 me this

Notary Public Commission Exp.: i-/io /I
DOCS_DE: i 50661 1

KURT A. BOWER NOTARY PUBLIC STATE OF DELAWARE MY commission expires Dec. 110, 2012

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); 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.

Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02 - Overnight Delivery 01 - Interoffice Pouch

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. O’Neill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachuiski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28 th Floor Los Angeles, CA 90067 (Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-00I\DOCSDE: 147432.1