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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre:

)
1

Chapter 11

PACIFIC ENERGY RESOURCES LTD., etal.,
Debtors.

Case No. 09-10785 (KJC) (Jointly Administered) Objection Deadline: March 14, 2011 at 4:00 p.m.

Hearing Date: June 28, 2011 at 1:00 p.m. FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MEYERS NORRIS PENNY LLP, AS AUDITOR OF THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 THROUGH DECEMBER 23, 2010

Name of Applicant: Authorized to Provide Professional Auditing

Meyers Norris Penny LLP

Auditor of the Debtors Services to: Date of Retention: Period for which Compensation and March 9, 2009 through December 23, 2010 Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: $127,516.85 Cdn 2 Effective November 21, 2005

This is a:

_monthly

- interim

x 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 111W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2

This amount reflects a total reduction of $448.65 from the First Quarterly Fee Application.

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Date Filed

Period Covered
0 O 99_

Requested Fees

Requested Expenses

Approved Fees

Approved Expenses

05/19/09

$127,965.50

$6,367.55

$127,516.86

$Nil

MIP PROFESSIONALS
...................,..............

.N.orly
Compe
$460 $450 t2.00 12.00 $447 13.10 $294 117.35 $270 16.80 $260 173.35 $192 130.60 $168 49.20 $168 1 $18,308.00 $900.00 $5,364.00 $3,402.75 $31,684.50 $4,368.00 $33,283.20 $21,940.80 $8,265.60

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Jason Tuffs Doug Ng Sid Rieger Adam Ostrow Rebecca Schuett Monique Cote Elena Krakovitch Joe Johnson Amy Miller

Partner, Assurance Services Partner, Taxation Services Partner, Assurance Services Senior Manager, Taxation Services Manager, Assurance Services Manager, Professional Standards Group Designated Professional, Assurance Services Senior Accountant, Assurance Services Senior Accountant, Assurance Services

554.20 1

$127,516.85

Grand Total: $ 127,516.85 554.20 Total Hours: 230.92 Blended Rate: $

68773-001\DOCSDE:147450.

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COMPENSATION BY CATEGORY Total Project Categories Category Description Category # Review Audit File 6 7 Client Meetings / Calls Financial Statement Review and Comment 10 Audit Procedures 30 66 Technical Consultation T23 International Tax
Hours Total If

134.40 26.50 134,15 232.65 13.40 13,10
554.20

$44,448.40 $7,921.40 $26,983.50 $42,003.60 $2,757.20 $3,402.75
$127,516.85

68773-00I\DOCSDE:1 47450.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Debtors.
Objection Deadline: March 14, 2011 at 4:00 p.m. Hearing Date: June 28, 2011 at 1:00 p.m.

PACIFIC ENERGY RESOURCES LTD., et al., 3

FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MEYERS NORRIS PENNY LIP, AS AUDITOR OF THE DEBTORS AND DEBTORS IN POSSESSION

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 Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Meyers Norris Penny LLP ("MNP" or the "Firm"), auditors to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Application for Compensation and for Reimbursement of Expenses for the Period from March 9, 2009 through December 23, 2010 (the "Application").

By this Application MNP seeks a final allowance of $127,516.85 all of which has

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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been paid as at the date of this filing. In support of this Application, MNP respectfully represents as follows: Background 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 I

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

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

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4.

The retention of MNP, as Auditor to the Debtors, was approved effective

as of the Petition Dateby this Court’s "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of MNP as Auditor for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 9, 2009 (the "Retention Order"). The Retention Order authorized MNP to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. MNP’s APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source The Monthly Fee Applications for the periods March 9, 2009 through December 23, 2010 of MNP have been filed and served pursuant to the Administrative Order. 6. The monthly fee applications covered by this Application contain detailed

daily time logs describing the actual and necessary services provided by MNP during the Fee Period as well as other detailed information required to be included in fee applications.

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Requested Relief 7. By this Application, MNP requests that the Court approve the final

allowance of compensation for professional services rendered and the reimbursement of actual and necessary expenses incurred by MNP from March 9, 2009 through December 23, 2010. As stated above, the full scope of the services provided and the related expenses incurred are fully described in the monthly fee applications for the Fee Period that already have been filed with the Court. 8. At all relevant times, MNP has been a disinterested person as that term is

defined in § 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the interest of the Debtors. 9. All services for which compensation is requested by MNP were performed

for or on behalf of the Debtors and not on behalf of the Committee, or any creditor or other person. 10. MNP 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 MNP and any other person other than the partners of MNP for the sharing of compensation to be received for services rendered in this case. MNP has received payments from the Debtors during the year prior to the Petition Date in the amount of $286,851. MNP was current as of the Petition Date, subject to a final reconciliation of the amount actually expended prepetition. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to MNP was credited to the Debtors and

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utilized as MNP’s retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 11. The professional services and related expenses for which MNP requests

final allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of MNP’s professional responsibilities as auditors for the Debtors. M1sP’s services have been necessary and beneficial to the Debtors and their estate, creditors and other parties in interest. 12. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by MNP is fair and reasonable given (a) the complexity of the audit (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. Moreover, MNP has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order.

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WHEREFORE, MNP respectfully requests that the Court enter an order, substantially in the form attached hereto, providing that, for the period of March 9, 2009 through December 23, 2010, a final allowance be made to MNP in the sum of $127,516.85 as compensation for reasonable and necessary professional services rendered to the Debtors; and reimbursement of $Nil (100% of the allowed expenses) be authorized for a total payment of $127,516.85 and for such other and further relief as this Court may deem just and proper. Dated: February 18, 2011 MEYERS NORRIS PENNY LLP

Jason Tuffs 900-7006 th Avenue SW Calgary, Canada T2P 0T8 Telephone: 403/537-7659 Facsimile: 403/648-4115 Auditor for Debtor and Debtor in Possession

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VERIFICATION

PROVINCE OF ALBERTA

Jason Tuffs, after being duly sworn according to law, deposes and says: a) I am a partner of the applicant chartered accounting firm Meyers Norris

Penny LLP, and have been admitted to appear before this Court. b) I am thoroughly familiar with the work performed on behalf of the

Debtors by the auditors and professionals of MNP.
C)

I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on or about April 8, 2009, and submit that the Application substantially complies with such Rule and Order.

Jason Tuffs SWORN AND SUBSCRIBED before me this J1E day of f;’t ’a/, 2011.

Notary Public My Commission Expires:
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68773-001\DOCSDE: 147450.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors.

)
)

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

) )
)

Hearing Date: June 28, 2011 at 1:00 p.m. Objection Deadline: March 14, 2011, at 4:00 p.m.

NOTICE OF FILING OF FINAL FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MEYERS NORRIS PENNY LLP AS AUDITORS TO THE DEBTORS FOR THE PERIOD MARCH 9, 2009 THROUGH DECEMBER 23, 2010 TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (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. Meyers Norris Penny LLP ("Meyers"), as auditors to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Final Application for Compensation and Reimbursement of Expenses of Meyers Norris Penny LLP, as Auditors to the Debtors and Debtors in Possession, for the Periodfrom March 9, 2009 through December 23, 2010 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, Meyers seeks compensation for services rendered to the Debtors in the amount of $127,516.85

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.

Cdn and reimbursement of costs incurred upon the Debtors’ behalf in the amount of $0.00 (the "Application") Objections or responses to the Application, if any, must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3’ d Floor, Wilmington, Delaware 19801 no later than March 14, 2011, at 4:00 p.m. prevailing Eastern time. Objections or other responses to the Application, if any, must also be served so that they are received not later than March 14, 2011, 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) Pachuiski Stang Ziehl & Jones LLP, 919 North Market Street, 17 th Floor, Wilmington, DE 19899-8705, Attn: James E. O’Neill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 1th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcarignan(pepperlaw.com (the "Notice Parties")

2

A HEARING ON THE APPLICATION shall occur on June 28, 2011 at 1:00 p.m. before The Honorable Kevin J. Carey, at the United States Bankruptcy Court, 824 Market Street, 5’ Floor, Courtroom No. 5, Wilmington, Delaware. IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: February 21, 2011 PACHULSKI STANG ZIEHL & JONES LLP

/s/ James E. O’Neil Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O’Neill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, l7 " Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland(pszj law.com rsaunders(pszj law. com jonei11(pszj law.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession.
68773 -003\DOCS DE: 167981.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre:

)

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al.,’

)

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

Debtors.

ORDER GRANTING FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MEYERS NORRIS PENNY LLP, AS AUDITORS TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9. 2009 THROUGH DECEMBER 23, 2010

Meyers Norris Penny LLP ("MNP"), as auditors for the Debtors in the above-captioned cases, filed a Final application for allowance of compensation and reimbursement of expenses for March 9, 2009 through December 23, 2010 (the "Final Application"). The Court has reviewed the Final Application and finds that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) notice of the Final Application, and any hearing on the Final Application, was adequate under the circumstances; and (c) all persons with standing have been afforded the opportunity to be heard on the Final Application. Accordingly, it is hereby

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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ORDERED that the Final Application is GRANTED, on a final basis. Debtors in the above cases shall pay to MNP the sum of $127,516.85 as compensation and $Nil as reimbursement of expenses, for a total of $127,516.85 for services rendered and disbursements incurred by MNP for the period March 9, 2009 through December 23, 2010, less any amounts previously paid.

Dated:

United States Bankruptcy Judge

68773-001 \DOCS DE: 147450.1