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

, Debtors. )
)

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

) )
)

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 JENSEN LUNNY MACINNES, AS CANADIAN COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 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, including taxes, as Actual, Reasonable and Necessary Amount of Compensation sought for as Actual, Reasonable and Necessary for Todd, McMahon Inc., Court appointed Monitor, including taxes This is a: monthly Jensen Lunny Maclimes Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about April 9, 2009 March 9, 2009 through June 30, 2010 $108,021.60 $19,388.21

$42,000.00

interim

x final application

The total time expensed for fee application preparation is approximately 3 hours and the corresponding compensation requested is approximately $1,000.00
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. (62490); 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. Queen Boulevard, Suite 1240, Long Beach, CA 90802

PRIOR APPLICATIONS FILED Date Filed Period Covered: Requested Fees Requested Expenses Approved Fees Approved Expenses

09/09/09 10/21/09 07/02/10

03/09/09 06/01/09 10/01/09

05/31/09 09/30/09 06/30/10

$62,954.00 $23,812.50 $24,512.50

$16,826.21 $3,415.17 $4,239.80

$61,954.00 $22,057.50 $24 2 010.80

$12,590.78 $3,413.17 $3,404.26

JLM PROFESSIONALS Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Associate Counsel 1991, Member of Law Society of BC since 1974 Partner 2005; Member of Law Society of BC since 1994 Counsel 2006; Member of Law Society of BC since 2006 Counsel 2007; Member of Law Society of BC since 2007 Counsel 2008; Member of Law Society of BC since 2007 Legal Assistant Legal Assistant Legal Assistant Legal Assistant Legal Assistant Legal Assistant Legal Assistant Legal Assistant Legal Assistant Hourly Billing Rate (including Changes) $400.00 $350.00 $225.00 $175.00 $175.00 $100.00 $100.00 $100.00 $100.00 $100.00 $45.00 $75.00 $110.00 $45.00 Total Hours Billed Total Compensation

H.C.Ritcbie Clark Q.C. Kathleen C. Macinnes Hourak Rahmani-Goiji Damien Enright P. Nicole Ladner Melanie Fisher Lynn Brant Brenda Coady Tanya Johnson Noris Pez Vanessa Soto Grace Doglio Jessica Irving Temporary

137.50 66.10 103.10 1.20 3.00 8.60 8.60 0.40 0.60 14.60 18.80 39.50 7.80 3.00

$55,000.00 $23,135.00 $23,362.50 $210.00 $525.00 $860.00 $860.00 $40.00 $60.00 $1,460.00 $846.00 $2,920.00 $865.00 $135.00

1 1

Grand Total: $110,279.00 Total Hours: 412.80 $ Blended Rate: $ 267.15

COMPENSATION BY CATEGORY Project Categories Bankruptcy Litigation Case Administration Financial Filings General Business Advice Stay Litigation Total Hours 53.7 60.9 80.1 119.4 137.2 Total Fees $15,156.00 $ 5,345.50 $ 23,335.00 $19,795.50 $ 46,570.00

EXPENSE SUMMARY Expense Category Documentation and photocopying Telecopier Long Distance Couriers Postage Notice to Creditors BC Online Legal Research Bank Wire Charges Service Provider (if applicable) Total Expenses $7,356.41 $65.14 $117.70 $2,004.21 $10.75 $1,059.58 $12.00 $73.01 $25.00

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

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

) )
)

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 JENSEN LUNNY MACINNES, AS CANADIAN COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 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 Courts "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"), Jensen Lunny Maclnnes ("JLM "or the "Firm"), Canadian counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Final Application for Compensation and for Reimbursement of Expenses for the Period from March 9, 2009 through June 30, 2010 (the "Application")

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

By this Application Jensen Lunny Maclimes seeks a final allowance of compensation in the amount of $108,021.60 and actual and necessary expenses, including taxes in the amount of $19,388.21 for a total final allowance of and payment of the unpaid portion of such fees and costs for the period March 9, 2009 through June 30, 2010 (the "Fee Period"). In support of this Application, JIM 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 continued in possession of their properties and continued 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. A Plan of Reorganization with an Effective Date of December 23, 2010 has been confirmed in these cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

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

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

period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim 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 JLM, as co-counsel to the Debtors, was approved

effective as of the Petition Date by this Courts "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 Pachulski Stang Ziehi & Jones as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 29, 2009 (the "Retention Order"). The Retention Order authorized JLM to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. JLMs APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Monthly Fee Applications Covered Herein 5. The Monthly Fee Applications for the periods March 9, 2009 through June

30, 2010 of JLM 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 JLM during the Fee Period as well as other detailed information required to be included in fee applications.

Requested Relief

7.

By this Application, JLM requests that the Court approve the final

allowance of compensation for professional services rendered and the reimbursement of actual and necessary expenses incurred by JLM from March 9, 2009 through June 30, 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. To the extent that JLM has incurred fees and expenses during the Fee Period in addition to the foregoing, JLM reserves the right, and respectfully requests that the Court authorize JLM, to file a supplemental fee application(s) by following the interim compensation procedures set forth in the Administrative Order and submitting a certificate of no objection and order to the Court for final approval of such fees and expenses as may be reflected in any supplemental fee application. At all relevant times, JLM 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 JLM were performed

for or on behalf of the Debtors and not on behalf of the Committee, or any creditor or other person. 10. JLM has received no payment and no promises for payment from any

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

of compensation to be received for services rendered in this case. JLM has received payments from the Debtors during the year prior to the Petition Date in the amount of $287,890.77, including the Debtors aggregate filing fees for Canadian stay litigation, in connection with the preparation of initial documents and its prepetition representation of the Debtors. JLM was current as of the Petition Date. 11. The professional services and related expenses for which JLM requests

final allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of JLMs professional responsibilities as Canadian attorneys for the Debtors in their chapter 11 cases and in Canadian Company Creditors Act procedures. JLMs services have been necessary and beneficial to the Debtors and their estate, creditors and other parties in interest. 12. The Supreme Court of British Columbia, pursuant to the Company

Creditors Arrangement Act, appointed, as an Officer of the Court, Todd McMahon Inc. as Monitor and Information Officer in the Canadian Company Creditors Arrangement Act proceeding. 13. The appointment of such Monitor is mandatory pursuant to the provisions

of the Company Creditors Arrangement Act, The Monitor carries out those functions as directed by the British Columbia Supreme Court and, in particular, from time to time was ordered to file reports with the B.C. Surpeme Court as to the progress of the bankruptcy litigation. Although appointed by the British Columbia Supreme Court, the Monitors fees are for the account of and to be paid by the Debtors. JLM also seeks payment of the fees of the Monitor in the amount of $40,000.00.

14.

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

Governmental Authority Provincial Social Services Tax in an amount equal to 7% of fees charged and Federal Goods and Services Tax in an amount equal to 5% of fees charged and of certain expenses incurred. The required amounts total Social Services Tax in the amount of $7,417.12 and Goods and Services Tax in the amount of $5,735.33. 15. Todd McMahon Inc. is required by law to charge, collect and remit to the

relevant Governmental Authority Federal Goods and Services Tax in an amount equal to 5% of fees charged and of certain expenses incurred. The required amounts of Federal Goods and Services Tax total $2,000.00. The Monitor is not required to collect and remit Provincial Social Services Tax. 16. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by JLM is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the 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, JLM 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. WHEREFORE, JLM respectfully requests that the Court enter an order, substantially in the form attached hereto, providing that, for the period of March 9, 2009 through June 30, 2010, a final allowance be made to JLM in the sum of $108,021.60 as compensation for reasonable and necessary professional services rendered to the Debtors and in the sum of $19,388.21 for reimbursement of actual and necessary costs and expenses incurred, including

taxes for a total of $127,409.81 together with $42,000.00 to Todd McMahon, the court appointed Monitor; that Debtors be authorized and directed to pay to JLM the outstanding amount of such sums; that to the extent JLM has incurred fees and expenses during the Fee Period in addition to the foregoing, JLM may file a supplemental fee application(s) by following the interim compensation procedures set forth in the Administrative Order and submitting a certificate of no objection and order to the Court for final approval of such fees and expenses as maybe reflected in any supplemental fee application; and for such other and further relief as this Court deems proper. Dated: February 21, 2011

2550 - 555 West Hastings Street West Vancouver, B.C. V6B 4N5 Telephone: 604-684-2550 Facsimile: 604-684-0916 Counsel for Debtors and Debtors in Possession

VERIFICATION

STATE OF DELAWARE COUNTY OF NEW CASTLE H.C. Ritchie Clark, Q.C., after being duly sworn according to law, deposes and says: a) I am a partner of the applicant law firm Pachuiski Stang Ziehi & Jones

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

lawyers and paraprofessionals of JLM. 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.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

)
)

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

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


)

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 JENSEN LUNNY MACINNES LAW CORPORATION AS CANADIAN COUNSEL TO THE DEBTORS AND FOR TODD MCMAHON, INC., THE BRITISH COLUMBIA SUPREME COURT APPOINTED MONITOR FOR THE PERIOD MARCH 9, 2009 THROUGH JUNE 20, 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. Jensen Lunny Maclimes Law Corporation ("JLM"), as Canadian counsel to Pacific Energy Resources Ltd.., et al. (the "Debtors") and for Todd McMahon, the British Columbia Supreme Court Appointed Monitor has filed the attached Final Application for Compensation and Reimbursement of Expenses of Jenny Lunny Maclnnes Law Corporation, as Canadian Counsel to the Debtors and Debtors in Possession andfor Todd McMahon, Inc., for the Periodfrom March 9, 2009 through June 30, 2010 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801

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.

(the "Bankruptcy Court"). Pursuant to the Application, JLM seeks compensation for services rendered to the Debtors in the amount of $108,021.60 and reimbursement of costs incurred upon the Debtors behalf in the amount of $19,388.21 and compensation for Todd McMahon, Inc., the Court appointed Monitor, in the amount of $42,000.00 (including taxes) (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, 3rd 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 Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: jonei112pszj1aw.com and (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., 1 I 1Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@pszilaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the 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(pepper1aw.com (the "Notice Parties") 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, 5th 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

Ira/fl. (harasch (CA Bar No. 109084) Sctt~E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Rrt M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com j oneillCp szj law. corn kmakowskiCpszj law. com Counsel for Debtors and Debtors in Possession.
68773-003\DOCSDE: 167977.1

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

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

) ) )

ORDER GRANTING FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF JENSEN LUNNY MACINNES, AS CANADIAN COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 THROUGH JUNE 30, 2010 Jensen Lunny Machines ("JLM"), as counsel for the Debtors in the abovecaptioned cases, filed a Final application for allowance of compensation and reimbursement of expenses for March 9, 2009 through June 30, 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.

68773 -002\D0CS_DE: 167181.1

ORDERED that the Final Application is GRANTED, on a final basis. Debtors in the above cases shall pay to JLM the sum of $ as reimbursement of expenses, for a total of $ as compensation and $ for services rendered and

disbursements incurred by JLM for the period March 9, 2009 through June 30, 2010, less any amounts previously paid. Dated: United States Bankruptcy Judge

68773-002\DOCSDE:16718 1.1