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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.,’ Hearing Date: To be scheduled Debtors.

Objections Deadline: January 20, 2011, at 4:00 p.m.

SIXTH 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 JUNE 1, 2010 THROUGH AUGUST 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 Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 June 1, 2010 through August 31, 2010 2 $19,653.00 $50.91 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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
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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 and the corresponding compensation requested is approximately $1,900.00. PRIOR QUARTERLY APPLICATIONS FILED Date
Filed 8/10/09 10/14/09 1/19/10 4/22/10 12/29/10 Period Covered March 9, 2009, to May 31, 2009 June 1,2009to August 31, 2009 Sept. 1,2009 to Nov. 30, 2009 Dec. 1, 2009 to Feb. 28, 2010 June 1, 20 10 to j,2010

5 hours

Requested
Fees $348,269.50 $620,708.50 $250,597.00 $280,990.50 $31,553.00

Requested
Expenses $12,304.78 $1,047.04 $951.66 $2,180.33 $122.79

Approved
Fees $348,269.50 $620,708.50 $250,597.00 $280,990.50 Pending

Approved
Expenses $12,304.78 $1,047.04 $951.66 $2,180.33 Pending

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 1998; Member of CA State Bar since 1982; Chair of Rutan’s Financial Practice Group; Member of Rutan’s Trial Department Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group

Name of Professional Individual Penelope Parmes

Hourly Billing Rate Total Hours (including Total chan g es)_BiIkL. CQmnensatiou 3.2 $650.00 $2,080.00

Duke Wahiquist

$550.00 (Discounted to $3 10.07 for August 2010 only)

.8

$368.02

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.

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Name of Professional Individual Gregg Amber

Position of the Applicant, Number of Years in that Position, Prior relevant Experience, Year of Obtaining License to Practice, Area Of Expertise Partner since 1998; Member of CA Bar since 1981; Member of Cortorate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Grow, Associate since 2009; Member of CA State Bar since 2000; Member of Financial Practices Group Associate since 2004; Member of CA Bar since 2004; Member of Corporate Law Group Paralegal since 2002; Member of Corporate Law Group

Total Hours &kan2L_ _ iJktL. 9 $550.00

Hourly Billing Rate (including

Total
I

Compensation
$4.950.00

Steven Goon

$430.00

.6

$258.00

Matthew Grimshaw

$400.00

8.8

$3,520.00

Brendt Butler

$400 (Discounted to $225.50 for August 2010 only) $375.00

5.7

$1,581.98

Garett Sleichter

18.1

$6,787.50

Laurie Biegel

$215.00

.5

$107.50

Grand Total: $19,653.00 Total Hours: 46.7 Blended Rate: $420.84 COMPENSATION BY CATEGORY Project Categories
- G e neral Case Administration Fee A p plication

General Corporate Issues CorporateGovernance BusinessInterruptionInsurance Total

-

Total flours 28.2 8,8 j. 2.7 6.5 467

Total Fees $12,590.50 $3,520.00 $275.00 $1,317.50 $1.950.00 $19.653.00

Mr. Butler is no longer with Rutan.

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EXPENSE SUMMARY Expense Cateorv Duplication Telephone CourtCall Annearance Fees Direct Lone Distance TOTAL Service Provider 5 Total Expense $10.00 $6.51 $30.00 $4.40 $50.91

Dated: December 29, 2010

RUTY4 & TUCKE , LLP

MATTHEW W. GRIM NW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 714-546-9035 Facsimile: mgrimshawrutan.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.

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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 20, 2011, at 4:00 p.m.

SIXTH 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 JUNE 1, 2010 THROUGH AUGUST 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 Sixth 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 Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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Expenses for the Period from June 1, 2010, through August 31, 2010 (the "Application"). By this Application Rutan seeks an interim allowance of compensation in the amount of $19,653.00 and actual and necessary expenses in the amount of $50.91 for a total allowance of $19,703.91 and payment of the unpaid portions of such amounts for the period June 1, 2010, through August 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,

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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 June 1, 2010, through

August 3], 2010, have been filed and served pursuant to the Administrative Order. 8. On August 4, 2010, Rutan filed its Sixteenth 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 June 1, 2010 through June 30, 2010. The Thirteenth Monthly Fee Application seeks approval of $1,780.00 in fees and $36.51 in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $1 ,424.00in fees and $36.51 in expenses. A true and correct copy of the Sixteenth Monthly Fee Application is attached hereto as Exhibit 1. 9. On September 14, 2010, Rutan filed its Seventeenth 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 July 1, 2010 through July 31, 2010. The Seventeenth Monthly Fee Application seeks approval of $6,527.50 in fees and $10.00 in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $5,222.00 in fees and $10.00 in expenses. A true and correct copy of the Seventeenth Monthly Fee Application is attached hereto as Exhibit 2. 10. On September 15, 2010, Rutan filed its Eighteenth Monthly Application

for Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as

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Special Counsel to the Debtors and Debtors in Possession for the Period from August 1, 2010 through August 31, 2010. The Eighteenth Monthly Fee Application seeks approval of $1 1,345.50 in fees and $4.40 in expenses. Pursuant to the Administrative Order, Rutan was authorized to receive $9,076.40 in fees and $4.40 in expenses. A true and correct copy of the Eighteenth Monthly Fee Application is attached hereto as Exhibit 3. II. 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 June 1, 2010, through August 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 $1 9,653.00 and costs in the amount of $50.91, for a total allowance of $19,703.91; (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 29, 2010

RUTAN & TUCKER, LLP

MATTHEW *GRJMSRAftV (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-] 931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: mgrimshawrutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2I7/O23353-OU3i It42520I a229/IO

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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. 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 Sixth 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 June 1, 2010, through August 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. Bank-r. 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 29, 2010

223/023353-003I 142554.01 a12/29/10

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORANGE) On tJ day of December, 2010, hefre 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.

lj

INDIVIDUAL CORPORATE OFFICER(S)

0

personally appeared Matthew W. 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 heshIthey executed the same in histbrthcir authorized capacitys), and that by his/hetheir signature(s)on the instrument the person(a), or the entity(4s) upon behalf of which the person(e3-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)

0

o o

PARTNER(S) LIMITED GENERAL

0 0 0 0

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

SIGNATURE OF NOTA

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENT[TY(IES)

[seal]

DEBORAH E. CORWIN Commluton 0 1792262 Notofy Public California ormVe County
-

-

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: Sixth Quarterly Fee Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:

/-.

0-4F/D

OTHER SIGNER(S) THAN NAMED ABOVE:

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., et al,’ Debtors.

I

Hearing Date: To be scheduled

Objections Deadline: January 20, 2011, at 4:00 p.m.

NOTICE OF FILING OF SIXTH QUARTERLY FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR RUTAN & TUCKER LLP, SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD JUNE 1, 2010, TO AUGUST 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 Sixth 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 June 1, 2010 through August 31, 2010
(the

"Application") with the United States Bankruptcy Court for the District of Delaware, 824

The Debtors in these cases, along with the last four digits of each of the Debtors’ federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. II 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 11 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031 1142520.01 a12i29110

Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, Rutan seeks compensation for services rendered to the Debtors in the amount of $19,653.00 and reimbursement of costs incurred on the Debtors’ behalf in the amount of $50.91. 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. 1471 (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 20, 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 January

20, 2011, 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, Floor, Wilmington, DE 19899-8705, Ann: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: 1i ones (pszjlaw.com ; (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310201-0760, e-mail: ikharash@nszj law. com ; and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-

21231023353-0031 114252001 al2/29/10

2

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; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan(pepperlaw.com .

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 29, 2010 RUTAN & TUCKER, LLP

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

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EXHIBIT 1

42125-001\DOCSDE:6375. I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 Case No. 09-I 0785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., et al.,’ Debtors. Objections Deadline: August 27, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed NOTICE OF FILING OF SIXTEENTH 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 Sixteenth 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 .June 1, 2010 through June 30, 2010, compensation for services and reimbursement of expenses in the amount of (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) seeking $1,816.51
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 Ill W. Ocean

2123/023353-003 1 1 104188.01 a08/04/10

DOCKET

41 2S,

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 August 27, 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
August 27, 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 Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszjlaw.com; (2) Pachulski Stang Ziehi & 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, Aim: 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(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, 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: August 4, 2010 RUTAN UCKER, LLP

94ATTHEW _. ’GRIMSHAW (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

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

PACIFIC ENERGY RESOURCES LTD., et a1_ 1 I Case No. 09-10785(KJC) (Jointly Administered) Debtors. Objections Deadline: August 27, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

SIXTEENTH 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 JUNE 1,, 2010 THROUGH JUNE 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 Sought as Actual, Reasonable and Necessary: This is a: ._ 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 June 1, 2010 through June 30, 2010 2 $1,780.00

$36.5. 1
- 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.
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

2123/023353-0031 110420701 a08/041I0

The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $2,00000.

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 5/26/10 7/8/10

Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1,2009to 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. 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 April 1, 2010 to April 30, 2010 May 1, 2010 to May 31, 2010

Requested Fees $102,732.50
$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 $3,110.00

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) (0)

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 Pending

Approved 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) Pending

included herein.

21231023353-0031 1 10420701 a08104110

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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 Cornorate Law Group Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Groun Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun Associate since 2009; Member of CA State Bar since 2000; Member of Financial Practices Group Associate since 2004; Member of CA State Bar since 2004; Member of Cornorate Law Group Paralegal since 2002; Member of Corporate Law Groun

Name of Professional Individual Gregg Amber

Hourly, Billing Total Rate (including Hours changes) _Billcd .2 $550.00

Total Comnepsatioft $110.00

Duke Wahiquist

$550.00

.5

$275.00

Matthew Grimshaw

$400.00

.3

$120.00

Brendt Butler

$400.00

1.7

$680.00

Garrett Sleichter

$375.00

1.3

$487.50

Laurie Biegel

$215.00

.5

$107.50

Grand Total: $1,780.00 Total Hours: 4.5 Blended Rate: $395.56

2123/023353-0031 110420701 a08/04110

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COMPENSATION BY CATEGORY Project Catel!ories General Case Administration Fee Anplieation CorDorate Governance Business Interruntion Insurance Total Dated: August 4, 2010 Total Hours 1 .3 0.3 0.7 2.2 4.5 RUTA & T CK , LLP MA HEW W. GRIMSUAW (CA Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: 714-546-9035 Facsimile: mgrimshaw@rutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtors in possession Total Fees $487.50 $120.00 $217.50 $955.00 S1.780.007

21231023353-0031 1104207.01 a08104110

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., el al.,’ Debtors. Objections Deadline: August 27,20 10, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

SIXTEENTH 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 JUNE 1, 2010 THROUGH JUNE 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 I I 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

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

21231023353-0031 110421801 a08104110

Expenses for the Period from June 1, 2010 through June 30, 2010 (the "Application") By this Application Rutan seeks a monthly interim allowance of compensation in the amount of$l,816.51, consisting of $1,780.00 in fees, $36.51 in costs and payment of $1,424.00 (80% of the allowed fees), $36.51 (100% of costs) for the period June 1, 2010 through June 30, 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 II 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,

21231023353-0031 1104218.01 a08104/10

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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. 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

2123/023353-0031 1104218.01 a08104/10

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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 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 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

2123/023353-0031 1 104218.01 aO8/04110

-4-

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 I, 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 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. Under

2123/023353-0031 t,o42Ig.oI a08104110

-5-

its fourteenth fee application (for the period April 1, 2010 to April 30 2010), Rutan 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. Under its fifteenth fee application (May 1, 2010 to May 31, 2010), Rutan sought approval of 3,110.00 in fees. Rutan’s fifteenth fee application remains pending with the Court for approval. 9. Rutan’s billing statements for June, 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,

2123/023353-0031 lI042I.0I a08104/I0

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 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

21 23/023353-0031 110421801 a68/04/10

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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 category. A. 18.

General Case Administration
During the Interim Period, the Finn, among other things: (I) reviewed and

analyzed documents; (2) reviewed and analyzed potential claims and (3) communicated with and advised the estate’s professionals. Fees: $487.50; Hours: 1.3

2123/023353-0031 1104218.01 a08104/10

-8-

B. 19.

Fee Application During the Interim Period, the Firm, among other things: (1) corresponded

with other regarding Rutan’s fee applications. Fees: $120.00; Hours: 0.3 C. 20. Corporate Governance 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: $217.50 Hours: 0.7 D. 21. Business Interruption Insurance During the Interim Period, the Firm, among other things: (1) reviewed and

analyzed documents; (2) communicated with Debtors and others regarding business interruption insurance claims; (3) drafted letter to insurers. Fees: $955.00; Hours: .2.2 Valuation of Services 21. Attorneys and paraprofessionals of Rutan expended 4.5 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

Name of Professional Ind vidual Gregg Amber
i

Hourly, Billing Rate (including CJiaiies) $550.00

Total Total Hours Billed £Qmnnsation .2 $110.00

21231023353-0031 1104218.01 a08I04II0

-

Name of Professional Individual Duke Wahiquist Matthew Grimshaw Garrett Sleichter

Laurie Biegel

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Grout) 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 Group Paralegal since 2002; Member of Cornorate Law Group Grand Total: Total Hours: Blended Rate:

Hourly, Billing Rate (including Changes) $550.00 $400.00 $375.00

Total Hours Billed .5 .3 1.3

Total Corn nensation $275.00 $120.00 $487.50

$215.00

.5

$107.50

$1,780.00 4.5 $395.56

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 $1,780.00. 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 requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from June 1, 2010, to June 30, 2010, it be awarded on an interim basis $1,816.51, consisting of fees in the

21 23233S3-003 I 110421801 a08104/10

10

amount of $1,780.00 ,costs in the amount of $36.51 and that it be authorized to receive a payment from the Debtor of $1,460.51, consisting of 80% of the allowed fees and 100% of the allowed costs. Rutan also requests such other and further relief as the Court deems Just and proper.

Dated: August 4, 2010

RUTAY & T C

LLP

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

21231023353-0031 1104218.01 a08104110

-Il-

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 Sixteenth 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 June 1, 2010, through June 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 #l47, and submit that the Application substantially complies such Rule and Order.

Dated: August 4, 2010

2123/023353-0031 1110550.01 a08104110

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA) COUNTY OF ORANGE) On thi\_ day of August, 201 , before me, / uo,, ,iJ
(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.

I1 , Notary Public D

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/Ithey executed the same in hislhc’rltheir authorized capacity(.ies), 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. WITNES y hand and official seal.

TITLE(S)

D

D 0 0 0 0 0

PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT

TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:

SIGNATURE OF NOTARY

---------

1

I
[seal)

__ -c ;I

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

a

-

I

r

ComniuIon #1792213 NOSOlY PUblIC CaI$CnIO OongCouflly

-

I

I’LNb2S,2O13

f
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: Sixteenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:_______________________ OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

421 25-OOI\DOCS_DE:6375. 1

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. Account No. Billing Atty. Date

586653 023353 - 0029 James O’Neal July 7, 2010

General Case Administration

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

487.50
8 487.50

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swill 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 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 III West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 586653 Account No. 023353 - 0029 Billing Atty. James OrN eal Date July 7, 2010

General Case Administration

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

S

487.50 487.50

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

Invoice No. Account No. Billing Atty. Date Page

586653 023353 0029 James O’Neal July 7, 2010 1
-

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/17/10 Garett5leichter Research S. McFarland request for lien documents in preparation of objection to claim of General Petroleum; draft email response and provide lien documents re same. 1.30

Total Hours Total Professional Services

1.30 $487.50

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

$487.50 11 ,849.60 (9,554.42) 2,295.18 $2,782.68

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this slatemeni 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 Case Administration 023353-0029

July 7, 2010 Invoice No. 586653 Page No. 2

ACCOUNTS RECEIVABLE

o -30 DAYS
$487.50

31-60 DAYS $0.00

61 -90 DAYS $750.98

91 - 180 DAYS $1,120.20

OVER 180 $424.00

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.

TAXPAYERS ACCOUNT
NO 95-3519027

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

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

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

Invoice No. 586654 Account No. 023353 -0031 Billing Atty. James O’Neal Date July 7,2010

Fee Application

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

5

120.00 30.00 150.00

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 individuaTs name denotes paralegal, law clerk or document dent

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. 586654 Account No. 023353 -0031 Billing Atty. James O’Neal Date JuIy7,2010

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

$

120.00

$

30.00 150.00

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 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNFRSHIP 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. 586654 Account No. 023353 -0031 Billing Atty. James O’Neal Date July 7,2010 Page 1

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/20/10 Matthew Grimshaw Email exchange with S. McFarland and G. Amber re no objections to Rutan’s April fees (.2); email from K. Finlayson re same (1). 0.30

Total Hours Total Professional Services

0.30 $120.00

DISBURSEMENTS AND COSTS ADVANCED Appearance Fees Total Disbursements 30.00 $30.00

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

$150.00 12,664.38 (7,455.78) 5208.60 $5,358.60

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 clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

July 7, 2010 Invoice No. 586654 Page No. 2

ACCOUNTS RECEIVABLE 0 -30 DAYS $150.00 31- 60 DAYS $1,880.00 61 - 90 DAYS $930.00 91 - 180 DAYS $1,631.00 OVER 180 $767.60

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

Invoice No. 586655 Account No. 023353 - 0032 Billing Atty. James O’Neal Date July 7,2010

Corporate Governance

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

$ $

217.50 6.51 22.4.01

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

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA). (IC).or (DC) following an individuals name denotes paralegal, law cleric 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. 586655 Account No. 023353 - 0032 Billing Atty. James O’Neal Date July 7, 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

$ S

217.50 6.51 224.01

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA ft: 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 wig be furnished to you. The abbreviation (PA). (LC).o (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. 586655 Account No. 023353 - 0032 Billing Atty. James O’Neal Date July 7, 2010 Page 1

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/01/10 Gregg Amber Finish board meeting minutes. Laurie Biegel ( PA) Review Alaska Notice of Change and update task list and Minute Book for PERL. Laurie Biegel (PA) Follow up on signatures on recent board consent. Laurie Biegel (PA) Review written consent; update Minute Book and index thereto. 0.20

06/10/10

0.10

06/21/10

0.20

06/28/10

0.20

Total Hours Total Professional Services

0.70 $217.50

DISBURSEMENTS AND COSTS ADVANCED Long Distance Telephone Total Disbursements 6.51 $6.51

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 parategal, law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance
023353-0032

July 7, 2010 Invoice No. 586655 Page No. 2

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

$224.01 4,260.53 (2,529.03) 1,731.50 $1,955.51

ACCOUNTS RECEIVABLE 0 -30 DAYS $224.01 31- 60 DAYS $435.00 61 - 90 DAYS $171.20 91 - 180 DAYS $433.10 OVER 180 $692.20

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.

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

Invoice No. 586656 Account No. 023353 - 0043 Billing Atty. James O’Neal Date July 7, 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

$ $

955.00 955.00

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 95-3519027

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. 586656 Account No. 023353 - 0043 Billing Atty. James O’Neal Date July 7, 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

955.00 955.00

Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA !h 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LIT 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 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. 586656 Account No. 023353 - 0043 Billing Any. James O’Neal Date July 7,2010 Page 1

RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2010 06/01/10 Brendt Butler Review new analysis of BI claim. Duke F Wahlquist Conference with client and broker regarding status of communications with insurer and marshalling evidence in support of claim. Brendt Butler Draft letter to insurers 0.50

06/09/10

0.50

06/15/10

1.20

Total Hours Total Professional Services

2.20 $955.0()

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

$955.00 40,750.44 (31,431.44) 9,319.00 $10,274.00

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.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. July 7, 2010 Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverageinvoice No. 586( 023353-0043 Page No. 2

ACCOUNTS RECEIVABLE 0-30 DAYS $955.00 31-60 DAYS $0.00 61 -90 DAYS $110.00 91 - 180 DAYS $9,209.00 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 (D(3) following an individual’s name denotes paralegal. law clerk or document clerk.

EXHIBIT 2

42125-00 1 \DOCS DE:6375. 1

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., etal.,’ Debtors. Objections Deadline: October 4, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed NOTICE OF FILING OF SEVENTEENTH 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 Seventeenth 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 July 1, 2010 through July 31, 2010, compensation for services and reimbursement of expenses in the amount of (the "Application"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under II U.S.C.
§§ 105(a)

seeking $6,537.50

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

21231023353-003 111586701 a09!14110

AOME rpp11 " 1Jfi
~

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 October 4, 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 October 4, 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 Ziehl & Jones LLP, 919 North Market Street, 17’ h Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionespszilaw.com ; (2) Pachulski Stang Ziehi & 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.

2123/023353-003 I 1115867.01 a091I4/I0

-2-

Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan@pepperlaw.com (the "Notice Parties") PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely 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: September 14, 2010 RUTAN & TUCKER, LLP

(Stat6 Bar No. 193517) Eric J. Froi 611 Antoi oulevard, Fourteenth Floor Costa Mes California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 efromme@rutan.com Email: Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023153-0031 1115867.01 a09114/I0

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., el al.,’ Debtors. Objections Deadline: October 4, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed SEVENTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP I AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY i 2010 THROUGH JULY 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 July 1, 2010 through July 31, 2010 2 $6,527.50 $10.00 - interim - final application. Chapter II 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 E.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 23/023353-0031
111594701 a09/14110

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 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 5/26/10 7/8/10 8/4/10 Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to 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.], 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, 2010 to March 31, 2010 April I, 2010 to April 30, 2010 May 1, 2010 to May 3l,20l0 June 1, 2010 to June 30, 2010 Requested Fees $102,732.50 $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 $3,1 10.00 $1,780.00 Requested Exnenses $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) (0) $36.51 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 $2,488.00 $1,424.00 Approved 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) $0 $36.51

included herein.

2;U 310233 53-0031 115942.01 a09114110

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to 1ractice. Are of Expertise Partner since 1998; Member of CA State Bar since 1982; Chair of Rutan’s Financial Practice Group; Member of Rutan’s jrial Department Partner since 1998; Member of CA Bar since 1981; Member of Como rate Law Grow, Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun Associate since 2004; Member of CA State Bar since 2004; Member of Co r)orate Law Grout, Hourly, Billing Total Rate Total Hours (including 1ianes)L _BIlleiL_ Compensation 1.6 $1,040.00 $650.00

Name of Professional _.JjidivithiaL Penelope Parmes

Gregg Amber

$550.00

4.3

$2,365.00

Matthew Grimshaw

$400.00

3.4

$1,360.00

Garrett Sleichter

$375.00
I

4.7

$1,762.50

Grand Total: $6,527.50 14 Total Hours: Blended Rate: $395.56

2123/023353-0031 1115942.01 a09/14/I0

-3-

COMPENSATION BY CATEGORY Project Categories General Case Administration Fee Anolication Corporate Governance General Coroorate Issues Total
-

Total Hours 8.1 3.4 2.0 0.5 14.0

Total Fees $3392.50 $1.360.00 $1.100.00 $275.00 $6327.50

EXPENSE SUMMARY Expense Cateaorv Duplication TOTAL Service Provider3 Total Expense $10.00 $10.00

Dated: September 14, 2010

R1T Eric J. Fro e (State Bar No. 193517) 611 Anton Woulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email : efromme@rutan.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.

2) 1231023353-0031 111594101 a09114/I0

4-

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter I I Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., el a1. Debtors. Objections Deadline: October 4, 2010, at 4:00 p.m. 1 karl ng Date: Only If Objections Are Timely Filed

SEVENTEENTH 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 JULY 1, 2010 THROUGH JULY 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 I 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 Seventeenth Monthly Application for Compensation and for Reimbursement

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.

21 1O23’,-(i13I 1 I 1%O0I jU)iI-1lO

of Expenses for the Period from July 1, 2010 through July 31, 2010 (the "Application). By this Application Rutan seeks a monthly interim allowance of ennipensation in

the amount of $6,537.50, consisting or $6.527.50 in fees, $10.00 in costs and payment of $5,232.00 (80 0/1, iii the allowed fees). $10.00 (100% of costs) for the period July I, 2010
through July 31, 2010 (the "interim Period"). In support of this Application, .Rutan respectfully represents as follows:

Background
1. On March 9, 2009 ((he "Petition Datc"), the Debtors tiled voluntary

petitions for relief under chapter II of the Bankruptcy Code. The Debtors continue in
pOSSOU

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 ot 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. § 157b)(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,

1

113-1,011351-0131 II 1k(J 6I ’9iII40

-2-

2009. at three-month intervals, each Professional shall tile 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. 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

III5Q6’).0 aO9!I;I0

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
IIflOUL1tS

owing to it as of the Petition Dale. The balance of the prepetition retainer was

credited to the Debtors and is being utilized as Rutan’s retainer against post-petition tees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy (’ode. 8. This is Ruan’s seventeenth monthly fee application. In its first monthly

fee application (lbr the period of March 9, 2009, to March 31, 2009), Rutan sought approval of $102,732.50 in fees and $1389.62 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 ICes 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. tinder 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

-4-

of $144,951.00 in fees and $363.61 in expenses. In March 2010, the Court approved Rutan’s lees when it approved Rutan’s second quarterly fee application. Under its seventh fee application (for the period September I, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90,318.5() in fees and $112.33 in expenses. Under the Administrative Order, Rulan received approval of $72,254.80 in

fees and $11233 in expenses. Under its eighth lee 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 tees and $67.25 in expenses. Under its tenth foe 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, 20I0, Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32,196.4() 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 31, 20(0), Rutan sought approval of $18,383.00 in fees and $99.52 in expenses. Under the Administrative Order, Rutan received $14306.40 in fees and $99.55 in expenses. Under

i02353.00) I I I159-60.0I }9fI4!I0

-

its fourteenth Fee application (for the period April I, 2010 to April 30 2010), Rutan sought approval of $10,060.00 in fees and ($.10) in expenses. Under the Ad
Mill istrativc

Order. Rutati received $8,048.00 in fees and $(0.10) in expenses. Under its fifteenth fee application (May I, 2010 to May 11, 2010), Rutan sought approval oF $3,110.00 in fees. Rutan received $2,488.00 in Lees and $(0.00) in expenses. Under its sixteenth fee application June 1, 2010 to June 30, 2010). Rutan sought approval of $1,780.00 in fees and $36.51 in expenses. On August 31, 2010, a certification of no objection regarding Rutan’s sixteenth fee application was filed. 9. Rutan’s billing statements for July, 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 handwittcn by the attorney or paralegal performing the describcd 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 iurnping" and, unless time was spent in one time frame oil 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 Lime, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code.

IIll

vi.o(t3 I
0I.IIi1

-6-

Actual and Neces s ary 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
10

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 Ixes. The charge for outgoing facsimile transmissions reflects Ru(aifs 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. Rulan 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 Rulan 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

212 3.11 1.2 3-it’1 II I?4)I ;i#I/l4UI

-7-

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 thruugh 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 eases, and performed all necessary professional services which are described and narrated in detail below. Rulaii’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. Rutaii 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 compcnsalion sought for each category.

A.
I.

General Case Administration
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 estate’s professionals. Fees: $3.792.50: Hours: 8.! B. 19. Fee Application During the Interim Period, the Firm, among other things, (1) corresponded

with oilier professionals regarding Rutan’s fee applications. Fees: $1,360.00: Hours: 3.4

C.
20.

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

Debtors in the preparation of the Debtors’ board minutes; (2) reviewed and analyze1 documents; (3) updated and helped maintain the Debtors’ corporate books and records, and (4) communicated with and advised the Debtors. Fees: $Ll00.00 itours: 2.0

D.
21.

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: $275.00; Hours: .0.5 Valuation of Services 21. Attorneys and paraprotessioiials of Rutan expended 14.0 hours in

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

’ 53-Oti3 I 1’?r,O.’I a09/14i10

-9-

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 State Bar since 1982: Chair of Rutan’s Financial Practice Group: Member of Rutan’s
..

Name of Professional _Lmiivithi.aL Penelope Parmes

Hourly, Billing Rate (including _Chanes). $650.00

Total Floors
-

Total

1.61

$1,040.00

Gregg Amber

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

$550.00

4.3 1

$2365.00

Matthew Grimshaw Garrett Sleichtcr

$400.00 $375.00

3.4

I

$1,360.00 $1.762.50

4.7 I

Grand Total: S6527.50 14 Total Hours: Blended Rate: $395.56

22.

The nature of the work perlormed 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 $6,527.50. 23. tinder §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. (h) the time expended. (c) the nature and extent of the services rendered, (d) the value of such services, and (c) the costs of comparable services other than in a case under the Bankruptcy Code. Further. Rutan has reviewed Local Rule 2016-2 and the

1 I 1596o).)I .,(’)1I4I0

10-

Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE. Rutan respectfully requests that, for the period from July 1, 2010, to July 31, 2010. it be awarded on an interim basis $6,537.50, consisting of fees in the amount of $6. 5)7.50 , costs in the amount of$ 10.00 and that
it

be authorized to receive a

payment from the Debtor of 5,232.00, consisting of 80% of the allowed fees and 100% of the allowed costs. Rulan also requests such other and flLrlher relief as the Court deems just and proper.

Dated: September 14, 2010

RUTAN & TUCKER LLP
,

i1e Bar No. 193517) Erie J. Fromme 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 efrornme(c.mtan.com E-mail: Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

i2S;O.i34JI,fl III’,O.OI 109!14 .:10

VERIFICATION State of California County of Orange Eric J. Fronime, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker, l,LP (Rutan"), and

have been admitted to practice law beibre all of the court of the State of California. N I am familiar with the work performed on behalf of the l)chtors by the

lawyers and paraprofessionals of Rutan.
C)

I have reviewed the foregoing Seventeenth 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 July 1.2010, through July 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. Bank -r. 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: Septemher 14, 2010 Eric J. Fromme

21 23;,02333-U(u3I 141) IIJ97?flL

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORAN(IE) On
(here Insert name and title of the officer)

OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to till in the data hclw. dutng so may prove invaluable to persons relying on the document

Sore

Ll Notary Public 0

INDIVIDUAL CORPORATE OFFICER(S)

personally appeared Eric Fromme and proved to me on the basis of satisfactory evidence to be the personf&) whose name) is/are subscribed to the within instrument, and acknowledged to me that hc/hsLLhy executed the same in hisfhe#hr authorized capacity(ies), and that by his(h&their signature(4-on the instrument the person(4-or the entity( upon behalf of which the person($ 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
/
I’Y

TITLE(S)

0

o o

PARTNER(S) LIMITED GENERAL

0 0

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

hand and official seal. 0 0

SIGNATURE OF NOTARY

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR £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: Seventeenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:

9

OTHER SIGNER(S) THAN NAMED ABOVE:

EXHIBIT A

42125-001\DOCS_DE:6375. I

TAXPAYERS ACCOUNT
NO 95-35*8021

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

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

Invoice No. 590726 Account No. 023353 - 0029 Billing Atty. James O’Neal Date August 27, 2010

GcncraL Case Administration

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

$ $

3,792.50 3,792.50

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

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

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INC WO*IO PROFESSIONAL CORPORATIONS

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

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

invoice No. 590726 Account No. 023353 - 0029 Billing Atty. James O"Neal DatC August 27, 2010

General Case Administration

REMITTANCE COPY

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

S $

3,792.50 3,79230

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.

Aitional disbtsements 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 cu. 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
AflORN(YS AT
LAW CORPORATIONS

A PARTNERSHIP INCLUDING PROFESSIONAL

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92626-19S0 (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. 590726 Account No. 023353 - 0029 Billing Atty. James O’Neal Date August 27, 2010 Page I

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/14/10 Gregg Amber Telephone conference with D. Katie and conference with P. [’armes re proposal to transfer PERL claims; prepare outline of proposal. Garctt Sleichter Review Purchase and Sale Agreement and Transition Services Agreement regarding Rise allegation of vacation liability obligation; telephone conference with C. Tywoniuk i-c same. Gregg Amber Correspondence with Li Katie and P. Parmes and revise outline of proposal to transfer PERL claims. Gregg Amber Conference with P. Parmes i-c possible transfer of PERL claims. Penelope Parrnes Conference with I. Kharasch regarding proposal to transfer PERL claims. GarettSleichter Telephone conference with Mr. Albergotti regarding accrued vacation liability dispute; review Transition
Ad,IionaT 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.

0.60

07/14/10

2.50

07115/10

0.20

07/19/10

0,20

07/19/10

0.80

07/19/10

1.00

RUTAN & TUCKER, LLP
AT1OItEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration
023353.0029

August 27, 2010 Invoice No. 590726
Page No. 2

Services Agreement, wind-down budget and bankruptcy order re Mr. Albergotti’s proposals; draft email communication to G. Tywoniuk and M. Litvak re same. 07/21/10 GarettSlcichter Prepare for call with G. Tywoniuk and M. Litvak regarding accrued vacation liability dispute; participate in conference call with G. Tywoniuk and M. Litvak re same. Garett Sleichter Finalize position regarding accrued vacation liability; draft email communication to Mr. Albergotti re same. Penelope Parmes Conference with M. Litvak and I. Kharasch regarding possible sale of claims. Gregg Amber Prepare for and conference call with I. Kharasch, M. Litvak and P. Parmes re possible claims against Forest and others. Total Hours Total Professional Services 0.80

07/22/10

0.40

07/30/10

0.80

07/30/10

0.80

8.10 $3,792.50

Total Current Fees Prior Balance Due Total Balance Due

$3,792.50 2,782.68 $6,575.18

Additional disbursements may have been paid o mcurred on vur behalf and are t rellecfed in this statement An addolonal statement cDverVV such csbursamefls will be furnished to you. The abbreviation (PA). (LC).o (DC) following an ioilviduars name denotos paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration 023353-0029

August 27, 2010 Invoice No. 590726 Page No. 3

ACCOUNTS RECEIVABLE 0-30 DAYS $3,792.50 31-60 DAYS $487.50 61 -90 DAYS $0.00 91 - 180 DAYS $1,761.18 OVER 180 $534.00

Mditional disbrxements may have been paid or incurred on set, behalT and are not reflected In this statement. An additional statement covering such disbursements wIll be furnished to you. The abbreviation (PA). (LC).o (DC) following an individuals flaree denotes paralegal, law dark or document clerk.

TAXPAYERS ACCOUNT NO 95-3519027

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

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

Invoice No. 590727 Account No. 023353 - 0031 Billing Atty. James O’Neal Date August 27, 2010

Fee Application

INVOICE SUMMARY

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

$

1.360.O0 1,360.00

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

AddiSonal disburserneM may have been paid or Incred on your behalf and are riot reflected in his statemeni An a dilianal statement coverlig such disbursements wIN be "shed to you. The abbrevialion (PA), (LC),or (DC) following an individuals name denotes paralegal, law clerk or document chart.

TAXPAYERS ACCOUNT NO 95-3519027
A

RUTAN & TUCKER, LLP
ATTORNEYS AT
LAW

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. 590727 Account No. 023353- 0031 Billing Atty. James OTNeaI Date August 27, 2010

Fee Application

REMITTANCE COPY

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

S $

1,360.00 1,360.00

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

Additional disbursements may have been paId or IreliTed on your behalf and are not reflected in bee statement. An additional statement covering such disbtssements will be furnished to you. The abbreviation (PA), (LC),or (OC) (osowing an individual’s name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 05-351QZ7

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW
A PARTRSHIP INCLUDG 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. 590727 Account No. 023353 - 0031 Billing Atty. James O’Neal Datc August 27, 2010 Page 1

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/06/10 Matthew Grimshaw Draft and revise May fee application. Matthew Grimshaw Draft, revise, and finalize fee application and supporting papers. Matthew Grimshaw Email from S. McFarland re filing of Rutan’s fee application. Matthew Grimshaw Review fee auditor objection. 2.00

071107/10

1.00

07/08/10

0.10

07/30/10

0.30

Total Hours Total Professional Services

3.40 $1,360.00

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

$1,360.00 5,358.60 (1,504.00) 3,854.60 $5,214.60

Additional disbursements roy have been paid or mcurred on your behalf and we not reflected in tIE statement An additional statement covering such disbursements will be furnished to you. The abbieviation (PA). (LC).or (DC) following an individuars name denotes paralegat, law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

August 27, 2010 Invoice No, 590727 Page No. 2

ACCOUNTS RECEIVABLE 0 -30 DAYS $1,360.00 31-60 DAYS $150.00 61 -90 DAYS $376.00 91 - .180 DAYS $1,762.00 OVER 180 $1,566.60

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

TAXPAYERS ACCOUNT NO 9S-519Q27

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW PARTNERSHIP INCLUOM4O 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. 590728 Account No. 023353 - 0032 Billing Atty. James O’Neal Date August 27, 2010

Corporate Governance

INVOICE SUMMARY

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

1,100.00 10.00 $

1,110.00

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

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

TAXPAYERS ACCOUNT NO 95-3519027

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW A PARTNERSHIP INCWOIPIG IROFESSIONAI. cORPORAT!ONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 541-5100

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

Invoice No. Account No. Billing Atty. Date

590728 023353 - 0032 James O’Neal August 27, 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

$

1,100.00

S

10.00 1,110.00

Wire Instructions
Union Bank of Ca1ifonii 18300 Von Karman Irvine, CA 92612 ABA It: 122000496 Swift Code: BOFCUS33MPK Account Nwnber: 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 disements wig be furnished to you The abbreviation (PA), (LC).or (DC) following an individual’s nane denotes paralegal. law clerl 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. 590728 Account No. 023353 -0032 Billing Atty. James O’Neal Date August 27, 2010 Page 1

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/16/10 Gregg Amber Review board materials and attend and take minutes at Board call. Gregg Amber Work on board meeting minutes. 1.50

07/19/10

0.50

Total Hours Total Professional Services

2.00 $1,100.00

DISBURSEMENTS AND COSTS ADVANCED Duplication Total Disbursements 10.00 $10.00

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

$1,110.00 1,955.51 (348.00) 1,607.51 $2,717.51

Additional disbursements may have been paid or Incurred on ym behalf and are not reflected m this slateinent. An addibOnal statement covering such disbursements will be furnished b you. The abbreviation (PA). (LC).or (DC) following an individual name denotes paralegal. law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

August 27, 2010 Invoice No. 59072.9 Page No. 2

ACCOUNTS RECEIVABLE

o -30 DAYS
$1,110.00

31- 60 DAYS
$224.01

61 -90 DAYS
$87.00

91 - 180 DAYS
$343.20

OVER 180
$953.30

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)o (DC) following an indMduars 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 Tywoniulc, Sr. VP and CFO 11 1 West Occan Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James O’Neal Date August 27, 2010

General Corporate Issues

INVOICE SUMMARY

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

$ $

275.00 275.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MlK 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 individuals name denotes paralegal. law cleric or document clerk.

TAXPAYERS ACCOUNT
NO 5-3519027

RUTAN & TUCKER. LLP
AUORMYS Al LAW A PARTNERSHIP INduCING 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. 590729 Account No. 023353 - 0038 Billing Atty. James ONeal Date August 27, 2010

General Corporate Issues

REMiTTANCE COPY

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

$ $

275.00 275.00

Wire Instructions
Union Bank of California 18300 Von Kamian Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCLJS33MPK Account Nuzuber. 0630133009 Account Name: tutan & Tucker 1.LP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been pd or incurred on your betmif and we not eltected in this statement An additional statemerd covering such disbursements will be furnished to you. The abbreviation (PM. (LC),or (DC) fokwiig an individual’s name denotes paralegal, law C1edt or document clerk.

TAXPAYERS ACCOUNT 110 95-51u27

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

Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James O’Neal Date August 27, 2010 Page 1

RE: General Corporate issues FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/22/10 Gregg Amber Review G. Sleichter analysis and response to Rise on transition services agreement; review Marathon guarantee and respond to G. Tywoniuk and J. Kuritz re same. Total Hours Total Professional Services 0.50

0.50 $275.00

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

$275.00 4,082.00 (3,120.20) 961.80 $1,236.80

Additional disborseinents may have been paid or incurred on sour behalf and are not reflected In this statement. An additional statement covering such disbi,trsemner*s will be furnished to vu. The abbreviation (PA). (LC).or (DC) fotiirig an Individual’s naire denotes pa4 alegal. law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

August 27, 2010 Invoice No. 590729 Page No. 2

ACCOUNTS RECEIVABLE 0-30 DAYS $275.00 31- 60 DAYS $0:00 61 -90 DAYS $ 1 59.00 91 - 180 DAYS $423.30 OVER 180 $379.50

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

EXHIBIT 3

42125-001 \DOCS DE:6375. 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 1 I Case No. 09-10785(KJC) (Jointly Administered) PACIFIC ENERGY RESOURCES LTD., etal., Debtors. Objections Deadline: October 7, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed NOTICE OF FILING OF EIGHTEENTH 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 Eighteenth 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 August 1, 2010 through August 31, 2010, seeking compensation for services and reimbursement of expenses in the amount of $11,349.99 (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 Ill W. Ocean

1 532/023353-0031

111943301 a09/15/I0

Date

jj,ib

Docket #__ 1

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 October 7, 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 October 7, 2010 at 4:00 p.m. prevailing Eastern
time, by: (a) the Debtors, (1) 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 Ziehl & Jones LLP, 919 North Market Street, 17 ’ Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@rszjlaw.com; (2) Pachulski Stang ZiehI & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674 100; 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.

2532IO2353-003 I 1119433.01 a09/15/10

-

Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton L.LP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan@pepperlaw.com (the "Notice Parties") PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely 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: September 15, 2010 RUTAN&TUC ER,LLP

Eric J. Fron)4Ø (State B4rNo 193517) 611 Anton/ulevard, Fourteenth Floor Costa MeÆ,California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 Email: efromme@rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2532/023353-0031 1119433.01 a09/ 15/I0

-3-

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re PACIFIC ENERGY RESOURCES LTD., et al,’ Debtors. Objections Deadline: October 7, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed EIGHTEENTH 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 AUGUST 1, 2010 THROUGH AUGUST 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 August 1, 2010 through August 31, 2010 2 $11,345.50 $4.40 - interim final application. Chapter 1 I 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

2123/023353-0031 111945201 a091I51I0

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 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 5/26/10 7/8/10 8/4/10 9/14/10 Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1,2009(0 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(0 Sept. 30, 2009 Oct. 1, 2009 to Oct. 31, 2009 Nov. I, 2009 to Nov. 30, 2009 Dec. 1, 2009 to Dec. 31, 2009 Jan. 1, 20 10 to Jail. 31, 2010 Feb. 1, 20 10 to Feb. 28, 2010 March 1,2010(0 March 3 1, 2010 April 1, 20 10 to April 30, 2010 May I, 2010 to May 31, 2010 June 1, 20 10 to June 30, 2010 July 1,2010(0 July3l,2010 Requested Fees $102,732.50
$124,537.50

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) (0) $36.51 $4.40

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 $2,488.00 $1,424.00 pending

Approved Exnenses $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) $0 $36.51 pending

$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 $3,110.00 $1,780.00 $11,345.50

included herein.

2123/023353.0031 llI’452.0I a09115/10

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 State Bar since] 982; Chair of Rutan’s Financial Practice Group; Member of Rutan’s Trial .Denartment Partner since 1992; Member of CA State Bar since 1982; Member of Trial Law Group

Name of Professional Individual Penelope Parmes

Hourly, Billing Rate (including chanies) $650.00

Total Hours Billed 1.6

I

Total Compensation $1,040.00

Duke Wahiquist

Gregg Amber

Steve Goon

Matthew Grimshaw

Brendt Butler

Partner since 1998; Member of CA Bar since 1981; Member of Corporate Law Group Partner since 2002; Member of CA State Bar since 1994; Member of Trial Law Group Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun Associate since 2009; Member of CA State Bar since 2000; Member of Financial Practices Group Associate since 2004; Member of CA State Bar since 2004; Member of Corporate Law Group

$550.00 (discounted rate for this month only at $310.07) $550.00

0.3

$93.02

4.5

$2,475.00

_______ _____________

$430.00

0.6

$258.00

$400.00

5.1

$2,040.00

Garrett Sleichter

$400.00 (discounted rate for this month only at $225.50) $375.00

4.0

$901.98

12.1

$4,537.50

Grand Total: $11,345.50 28.20 Total Hours: Blended Rate: $402.32

21 23/023353-0031 111945201 a09115f10

-3-

COMPENSATION BY CATEGORY Project Cateiories General Case Administration ee Application Business Insurance Total Total Hours 18.8 5.1 4.3 28.2 EXPENSE SUMMARY Exnense Cateorv Direct Long Distance TOTAL Service Provider Total Expense $4.40 $4.40 Total Fees $8310.50 $2.040.00 $995.00 $11,345.50

Dated: September 15, 2010

RU AN & TU1I1,,J...I4’ Eric J. Fromm({ate Bar No. 193517) 611 Anton Bovard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: 714-546-9035 Facsimile: efromrne@mtan.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 1119452.01 a09115/10

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., el Debtors. Objections Deadline: October 7, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

EIGHTEENTH 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 JULY 1, 2010 THROUGH JULY 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 II 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 Seventeenth Monthly Application for Compensation and for Reimbursement

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.

2531023353-003 I 1119770.01 a0911 5110

of Expenses for the Period from August 1, 2010 through August 31, 2010 (the "Application") By this Application Rutan seeks a monthly interim allowance of compensation in the amount of $11,349.90, consisting of $11,345.50 in fees, $4.40 in costs and payment of $9,076.40 (80% of the allowed fees), $4.40 (100% of costs) for the period August 1, 2010 through August 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 I I 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

2 53211023353-0031

1119770.01 a0911 5/I0

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 he 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

2532/023353.003 111977001 a09/15/10

-3-

on the Debtors’ behalf. Rutan received payments from the Debtors during the year prior to the Petition Date in the amount of $2,431,169.16. After the Petition Date, Rutari 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 eighteenth 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

2532/023353-0031 1119770.01 a09/15/I0

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 expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and $63 1.09 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

2532102315-003 1119770.0I a0915!IO

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 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. Under its fifteenth fee application (May 1, 2010 to May 31, 2010), Rutan sought approval of $3,110.00 in fees. Rutan received $2,488.00 in fees and $(0.00) in expenses. Under its sixteenth fee application June 1, 2010 to June 30, 2010), Rutan sought approval of $1,780.00 in fees and $36.51 in expenses. On August 31, 2010, a certification of no objection regarding Rutan’s sixteenth fee application was filed. Under its seventeenth fee application (for the period July 1, 2010 to July 31, 2010), Rutan sought approval of $6,527.50 in fees and $10.00 in costs. Rutan’s seventeenth fee application was filed on September 15, 2010. 9. Rutan’s billing statements for August, 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

7 532/023353-0031

1119770 01 a09i1510

-6-

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. II. 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 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.

25321023353-0031 1119770.01 a09/15/10

-7-

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. 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

25321023353-003 1 III7700I a09/15!I0

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. General Case Administration During the Interim Period, the Firm, among other things, (1) reviewed and

analyzed proposals for the transfer of claims; (2) reviewed and analyzed purchase agreements; and (3) communicated with and advised the debtor on issues relating to postconfirmation corporate governance. Fees: $8,310.50; Hours: 18.8 B. 19. Fee Application During the Interim Period, the Firm drafted its Fourth Interim Fee

Application and communicated with the estate’s fee auditor. Fees: $2,040.00; Hours: 5.1 C. 20. Business Interruption Insurance During the Interim Period, the Firm drafted a letter to the debtors’ insurer

regarding insurance issues and communicated with Debtors and others regarding business interruption insurance claims. Fees: $995.00 Hours: 4.3 Valuation of Services 21. Attorneys and paraprofessionals of Rutan expended 28.2 hours in

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

15321023353-0031 111971001 a09/15fl0

-9-

RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Billing Name of Experience, Year of Rate Professional Obtaining License to Practice, (including Individual Are of Exnertise Changes) Penelope Parmes Partner since 1998; $650.00 Member of CA State Bar since 1982; Chair of Rutan’s Financial Practice Group; Member of Rutan’s Trial Department Duke Wahlquist Partner since 1992; $550.00 Member of CA State Bar (discounted since 1982; Member of rate for this Trial Law Group month only at $310.07) Gregg Amber Partner since 1998; $550.00 Member of CA Bar since 1981; Member of Cornorate Law Group Steve Goon Partner since 2002; $430.00 Member of CA State Bar since 1994; Member of Trial Law Grout) Matthew Grimshaw Associate since 2002; $400.00 Member of CA Bar since 2000; Member of Financial Practice Grout) Brendt Butler Associate since 2009; $400.00 Member of CA State Bar (discounted since 2000; Member of rate for this Financial Practices Group month only atS225.50) Garrett Sleichter Associate since 2004; $375.00 Member of CA State Bar since 2004; Member of Corporate Law Group
-

Total Hours Billed 1.6

Total Comnensation $1,040.00

-

0.3

$93.02

4.5

$2,475.00

0.6

$258.00

5.1

$2,040.00

4.0

$901.98

12.1

$4,537.50

Grand Total: $11,345.50 Total Hours: 28.2 Blended Rate: $402.32

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 $11,345.50.

232i023353403 11 19770 (II aCl/l i’I()

10

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 requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from August 1, 2010, August 31, 2010, it be awarded on an interim basis $11,349.90, consisting of . to fees in the amount of$l 1,345.50, costs in the amount of $4.40 and that it be authorized to receive a payment from the Debtor of $9,080.80, consisting of 80% of the allowed fees and 100% of the allowed costs. Rutan also requests such other and further relief as the Court deems just and proper.

Dated: September 15, 2010

RUTAN & TUCKER, LLP

/s/

Eric J. Froimne

Eric J. Fromme (State Bar No. 193517) 611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 714-641-5100 Telephone: Facsimile: 714-546-9035 efromme@rutan.com Email: Special Corporate - and Litigation Counsel for the Debtors and Debtor in Possession

2532/023353M031 1119770.01 a09/15110

- 1-

VERIFICATION State of California County of Orange Eric J. Fromme, 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 Eighteenth 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 August 1, 2010, through August 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 #1471, and submit that the Application substantially complies such Rule and Order.

Dated: September 15, 2010

\/
Eric J. From77

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA) COUNTY OF ORANGE) On this Lday of September, 2010, before me, Ci-t -,.li’Y’G
(here insert name and title of the officer)

personally appeared Eric J. Fromme and proved to me on the basis of satisfactory evidence to be the person(s) whose name(e) is/’e subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/ho/their authorized capacity(ies), and that by his/he/thur signature(8)on the instrument the person(, 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 my hand and official seal.

_ __

--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.

rl
,Notary Public U

INDIVIDUAL CORPORATE OFFICER(S)

TITLE(S)

0

o o

PARTNER(S) LIMITED GENERAL

0 0

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

/UREO NOTARY

r
OPTIONAL SECTION

0 0

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

MAW QWM m#1S4flTh
Iscall

crop CDU* Eafte May -1. 2013, [*-My Cww- - - - - - Wj

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 rcartachment of this form.

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

EXHIBIT A

42125-00I\DOCS_DE:6375. I

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

Invoice No. 591034 Account No. 023353 - 0029 Billing Atty. James OtNeal Date September 7, 2010

General Case Administration

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

$
$

8,310.50 4.40
8,314.90

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 coveting such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual’s name denotes parategal, law clerk or document deck.

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. 591034 Account No. 023353 - 0029 Billing Atty. James O’Neal Date September 7, 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

$ $

8,310.50 4.40 8,314.90

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) 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. 591034 Account No. 023353 - 0029 Billing Atty. James O’Neal Date September 7, 2010 Page 1

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH AUGUST 31, 2010 08/02/10 Gregg Amber Telephone conference with G. Tywoniuk re analysis of possible claims owned by PERL (0.4); prepare first draft of letter to creditors committee (0.8). Gregg Amber Correspondence with G. Tywoniuk and revise proposal regardingtransfer of claims. Garett Sleichter Review and analyze Rise Energy request for appointment of accountant referee to resolve accrued vacation liability dispute (2.1); telephone conference with Mr. Tywoniuk re same (0.3); review credit agreement amendments and related transaction documents re releases granted by Pacific Energy in favor of creditors (1.0); review recently-received closing documents and update closing binders re same (3.1). Gregg Amber Correspondence with S. Goon and with bankruptcy lawyers re possible transfer of claims and re statute of limitations. . Steve J Goon Review draft assignment of claims (0.2); analyze same 1.20

08/03/10

0.40

08/03/10.

6.50

08/04/10

0.30

08/04/10

0.40

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 deck.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration
023353-0029

September 7, 2010 Invoice No. 591034 Page No. 2

(0.1); email to G. Amber regarding same (0.1). 08/05/10 Gregg Amber Correspondence with I. Kharasch (0.2) re letter to creditors committee re pursuit of claims; telephone conference with D. Katic re same (0.2); revise are recirculate same (0.5). Garett Sleiehter Telephone conference with Haynes & Boone attorney R. Albergotti re D. Hunter request for appointment of accountant referee to resolve accrued vacation liability dispute (0.2); telephone conference with G. Tywoniuk re same (0.3). Garett Sleichter Review recently received closing documents. GarettSleichter Telephone conference with G. Tywoniuk regarding appropriate treatment of 401(k) forfeiture amounts under Beta Purchase and Sale Agreement and related transaction documents (0.4); review Beta Purchase and Sale Agreement and related transaction documents re same (1.8). Garett Sleichter Telephone conference with G. Tywoniuk regarding treatment of 401(k) forfeitures. Gregg Amber Correspondence with G. Tywoniuk and I. K1iarasch re proposal to acquire claims (0.2); telephone conferences with D. Katie and P. Parmes re same and re appointments to steering committee (0.3). Penelope Parmes Telephone calls with I. Kharasch regarding post confirmation corporate governance. Gregg Amber Correspondence with G. Tywoniuk, I. Kharasch and M. 0.90

08/05/10

0.50

08/06/10

0.60

08/10/10

2.20

08/11/10

0.30

08/17/10

0.50

08/18/10

0.40

08/18/10

0.50

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

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration
023353-0029

September 7, 2010 Invoice No. 591034 Page No. 3

Litvak re disclosure statement references to preservation of claims (0.2); review proposed disclosure statement language re same (0.2); conference with P. Parmes re composition of steering committee.(0.l). 08/18/10 Garett Sleichter Conference with P. Parmes regarding steering committee to be appointed by creditors committee (0.2); telephone conference with I. KharasŁh re same (0.2). Gregg Amber Conference call with D. Katic and G. Sleichter re steering committee composition (0.2); correspondence with P. Parmes and M. Litvak re same (0.1). Penelope Parmes Telephone conference with 1. Litvak re steering committee issues. Garett Sleichter Telephone conference with G. Amber and D. Katic regarding committee to be appointed by creditors committee (0.2); telephone conference with 1. Kharasch re same (0.3); research re same (0.8). Gregg Amber Telephone conference with D. Katic and G. Sleichter re steering committee composition and possible pursuit of certain claims. Penelope Parmes Conference with G. Tywoniuk re steering committee (.30); telephone conference from M. Litvak re same (.30). Garett Sleichter Review and respond to email communications regarding steering committee to be appointed by creditors committee. Steve J Goon Review email regarding status update. 0.30 MM

08/19/10

0.30

08/19/10

0.30

08/19/10

1.30

08/20/10

0.20

08/20/10

08/20/10

08/23/10

0.20

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 lndMduars name denotes paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration 023351.0029

September 7, 2010 Invoice No. 591034 Page No. 4

08/25/10

Penelope Parmes Conference with M. Litvak regarding steering committee selection and committee’s position regarding same. Gregg Amber Review G. Tywoniuk status update (0.1); correspondence with M. Litvak re supervisory board selection (0.1).

0.30

08/25/10

0.20

Total Hours Total Professional Services

18.80 $8,310.50

DISBURSEMENTS AND COSTS ADVANCED Direct Long Distance Total Disbursements 4.40 $4.40

Total Current Fees and Costs Prior Balance Due Total Balance Due

$8,314.90 6,575.18 $14,890.08

ACCOUNTS RECEIVABLE 0-30 DAYS $12,107.40 31-60 DAYS $0.00 61 -90 DAYS $487.50 91 - 180 DAYS $1,434.18 OVER 180 $861.00

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 paraiegat, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519021

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

Invoice No. 591035 Account No. 023353 -0031 Billing Atty. James O’Neal Date September 7, 2010

Fee Application

INVOICE SUMMARY

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

$ $

2,040.00 2,040.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ruben & 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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 591035 Account No. 023353 -0031 Billing Atty. James O’Neal Date September 7, 2010

Fee Application

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

$ $

2,040.00 2,040.00

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 vu. The abbreviation (PA), (LC).or (DC) following an individual’s name denotes paralegal, law clert 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. 591035 Account No. 023353 - 0031 Billing Atty. James O’Neal Date September 7, 2010 Page 1

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH AUGUST 31, 2010 08/03/10 Matthew Grimshaw Draft, revise, and finalize Rutan’s response to fee auditor’s initial report regarding Rutan’s 4th interim fee application (1.3); email exchange with G. Amber re same (2). Matthew Grimshaw Draft, revise, and finalize Rutan’s fee application for June 2010 (2). Matthew Grimshaw Email from S. McFarland re fee auditor’s final report re Rutan’s fee application (.1); preliminary review of same (.1). Matthew Grimshaw Draft, revise, and finalize response to fee auditor’s report regarding Rutan’s last interim fee application (1.1). Matthew Grimshaw Multiple email exchanges with A. Parnell re Rutan’s response to fee auditor’s report (3). 1.50

08/04/10

2.00

08/10/10

0.20

08/17/10

1.10

08/18/10

0.30

Total Hours Total Professional Services

5.10 $2,040.00

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 cleric or document clerk.

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

September 7, 2010 Invoice No. 591035 Page No. 2

Total Current Fees Prior Balance Due Total Balance Due

$2,040.00 5,214.60

$7,254.60

ACCOUNTS RECEIVABLE

o - 30 DAYS
$3,400.00

31- 60 DAYS $0.00

61 -90 DAYS $150.00

91 -180 DAYS $1,706.00

OVER 180 $1,998.60

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 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. 591036 Account No. 023353 - 0043 Billing Atty. James O’Neal Date September 7, 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

995.00
$ 995.00

Wire Instructions
Union Bank of California 18300 Von Kaiman 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).o (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. 591036 Account No. 023353 - 0043 Billing Atty. James O’Neal Date September 7, 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

$ $

995.00 995.00

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 95-3519027

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. 591036 Account No. 023353 - 0043 Billing Atty. James O’Neal Date September 7, 2010 Page 1

RE: Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage FOR PROFESSIONAL SERVICES RENDERED THROUGH AUGUST 31, 2010 08/04/10 Brendt Butler Prepare supplemental letter re business insurance Brendt Butler Confer with D. Wahiquist re letter to insurers; e-mail re same Brendt Butler Draft letter re supplement on costs incurred by CIPL post-April 2009. Duke F Wahlquist Conference with Mr. Butler and Ms. Kuritz regarding draft letter to insurer. 1.20

08/05/10

0.10

08/20/10

2.70

08/25/10

0.30

Total Hours Actual Value of Fees Less Courtesy Discount Total Professional Services
Total Current Fees Prior Balance Due

4.30 $1,765.00 (770.00) $995.00
$995.00 10,274.00

Total Balance Due
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 paralegat, law cleric or document clerk.

$11,269.00

RUTAN & TUCKER, LLP
ATTORNEYS AT LAW

Pacific Energy Resources Ltd. September 7, 2010 Business Interruption Insurance and Insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 591( 023353-0043 Page No. 2

ACCOUNTS RECEIVABLE

o - 30 DAYS
$995.00

31- 60 DAYS $0.00

61 - 90 DAYS $955.00

91 - 180 DAYS $2,050.40

OVER 180 $7,268.60

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 clerk or document clerk.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., etal.,’ 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 Ziehl & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 30th 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 June 1 -August 31, 2010

Sworn to and Subscribed before
e thi
-

50~~ f~ ~day =

2010

Notary Public Commission Exp
DOCSDE 5O66I .1

KURT A. BOWER NOTARY PUBLIC STATE OF DELAWARE
My commission expIres Dec. 10, 2D12

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, 24 1h 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 Ziehl & Jones LLP 10100 Santa Monica Blvd., II th 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, 28th 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
68773-00 I\DOCS DE: 147432.1