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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 16, 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 LOEB & LOEB LLP SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING JANUARY 22, 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 on a final basis Total Amount Requested to be Paid Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary on a final basis: Loeb & Loeb LLP Debtors and Debtors in Possession
Nunc Pro Tunc to June 26, 2009 by order entered

on or about September 9, 2009 June 26, 2009 through January 22, 2010

$39,582.50
$1,604.06 2 $34.29

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 III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. This Application includes a request for payment of $1,595 for services rendered and 9.60 for charges incurred in connection with a prior fee application of Loeb, the time records for which are attached hereto as Exhibit A.
2

NY886993.1 214482-10001

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 16, 2011, at 4:00 p.m.

NOTICE OF FILING OF FINAL FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP AS SPECIAL TAX COUNSEL TO THE DEBTORS FOR THE PERIOD JUNE 26, 2009 THROUGH JANUARY 22, 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. Loeb & Loeb LLP ("Loeb"), as special tax counsel to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Final Application for Compensation and Reimbursement of Expenses of Loeb & Loeb LLP, as Special Tax Counsel to the Debtors and Debtors in Possession, for the Periodfrom June 26, 2009 through January 22, 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, Loeb seeks compensation for services rendered to the Debtors in the amount of $39,582.50 and

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 ivailable); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); (5463). The mailing San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. address for all of the )ebtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

reimbursement of costs incurred upon the Debtors’ behalf in the amount of $34.29 (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’’ Floor, Wilmington, Delaware 19801 no later than March 16, 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 16, 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) Pachulski Stang Ziehi & Jones LLP, 919 North Market Street, 17t11 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., I th 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

2

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: j carignan(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, 5 th 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 24, 2011 PACHULSKI STANG ZIEHL & JONES LLP

Ira 1JKharasch (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, 17 Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszilaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakmwski@psA law.com Counsel for Debtors and Debtors in Possession.
68773-003\DOCS_DE: 168074.1

EXHIBIT A

42125-00I\DOCSDE:6375. I

LOEB& LOEBLLP
345 PARK AVENUE NEW YORK, NY 10154 (212) 407-4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWONTUK, CFO 111 W. OCEAN BLVD., SUITE 1240 LONG BEACH, CA 90802

FEBRUARY 24, 2011 INVOICE NO. 1431892

PAYMENT DUE UPON RECEIPT

RE: FEE APPLICATIONS OUR FILE NO: 214482-10002 FEE FOR PROFESSIONAL SERVICES RENDERED AS PER ATTACHED DETAIL

1,595.00

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER ATTACHED DETAIL

TOTAL CURRENT AMOUNT DUE

1,604.60

LOEB& LOEBLLP

FILE NUMBER 214482-10002 10125

PACIFIC ENERGY RESOURCES LTD. FEE APPLICATIONS

2/24/2011 INV: 1431892 PAGE 1

Date 1/18/10 1/21/10 1/21/10 1/22/10

TMK Description of Services Rendered VJR VJR FM VJR PREPARE FEE APPLICATION AND CORRESPOND WITH A. TARR AND T. LAWSON REGARDING SAME. CORRESPOND AND CONFERENCE WITH F. MCKEOWN REGARDING FEE APPLICATION AND MAKE ADDITIONAL CHANGES TO SAME, REVIEW AND REVISE FIRST MONTHLY FEE APPLICATION OF LOEB & LOEB. FINALIZE FEE APPLICATION AND CORRESPOND WITH S. MCFARLAN REGARDING SAME; CONFERENCE WITH F. MCKEOWN REGARDING SAME.

Hours 1.5 0.4 1.0 0.3

Time & Fee Summar Timekeeper V J RUBINSTEIN FMCKEOWN TOTAL Hours 2.2 1.0 3.2 Rate 600 275 Fee Value 1,320.00 275.00 1,595.00

Date 1/27/10

Description of Disbursements Ref No. COURT RESEARCH PACER: 10/1/09-12/1/09-F MCKEOWN

Amount

in
1,595.00 9.60

Total Fees Total Disbursements

EXHIBIT B

42125-001\DOCSDE:6375. I

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: October 30, 2009 at 4:00 p.m. Hearing Date: December 8, 2009 at 2:00 p.m.

FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM JUNE 26, 2009 THROUGH AUGUST 31, 2009 Name of Applicant:

Loeb & Loeb LLP Debtors and Debtors in Possession Nunc Pro Tunc to June 26, 2009, by order entered on or about September 9, 2009 June 26, 2009 through August 31, 2009 $2483000
$ 7.20

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 x interim

- final application.

The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $1,200.00.

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. (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.

LA 1900067.2 214482-10001

PRIOR APPLICATIONS FILED None. LOEB & LOEB PROFESSIONALS itiQn::o(the:Aj}1iCInt, .. Number of Yeus in that Poiton, Prior Relevant Experitnce, Year of Obtaming * License fo Prctie, Area of If Partner 1999: Member of NY Bar since 1979 Partner 1987; Member of NEB Bar since 1977 and CA Bar since 1980 Partner 2009; Member of NY Bar since 1998
: ToJ ... CoenajdThi,. Jos 4Ued

Indr’idual

Billing itt ha.nges’f $825.00 $650.00 $575.00

Tp

Alan J. Tarr Thomas Lawson Vadim J. Rubinstein

14.5 2.9 19.1

$1 1,962.50 $1,885.00 $10,982.50

Grand Total: $ 24,830.00 Total Hours: 36.5 COMPENSATION BY CATEGORY ..Project.Qatne. Retention Tax Issues
.
....

..

. v .-.

..

-

I(VU

...._. 20.4 16.1

......’..

.....

tafl.ee $11,890.00 $12,940.00

EXPENSE SUMMARY Expense Category, Reproduction/Scan Copy
.

Service Provider liIapphcable

-

Total Expens es 7.20 $

LA 1900067.2 214482-10001

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: October 30, 2009 at 4:00 p.m. Hearing Date: December 8, 2009 at 2:00 p.m.

FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM JUNE 26, 2009 THROUGH AUGUST 31, 2009 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of 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"), Loeb & Loeb LLP ("Loeb" or the "Firm"), special tax counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its First Quarterly Application for Compensation and for Reimbursement of Expenses for the Period from June 26, 2009 through August 31, 2009 (the "Application") By this Application, Loeb seeks quarterly interim allowance of compensation in
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.

LA1 900067.2 214482-10001

the amount of $24,830.00 and actual and necessary expenses in the amount of $7.20, and total payment of $24,837.20 for the period June 26, 2009 through August 31, 2009 (the "Interim Period"). In support of this Application, Loeb 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 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). 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

LA1900067.2 214482-10001

4.

The retention of Loeb, as special tax counsel to the Debtors, was approved

effective as of June 26, 2009, by this Court’s "Revised 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 Loeb & Loeb LLP as Special Tax Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to June 26, 2009," entered on or about September 9, 2009 [Docket No. 8611 (the "Retention Order"). The Retention Order authorized Loeb to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses. LOEB’S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source In light of Loeb’s recent retention, Loeb has not filed any monthly fee applications and has received no payment for services rendered during the Application Period. By this Application, Loeb seeks quarterly interim allowance of compensation and requests that the Court approve payment of one-hundred percent (100%) of the fees and expenses incurred by Loeb during the Interim Period of June 26, 2009 through and including August 31, 2009. At all relevant times, Loeb has been a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the interests of the Debtors. All services for which Loeb requests compensation were performed for or on behalf of the Debtors and not on behalf of any committee, creditor or other person.

LAI 900067.2 214482-10001

Loeb 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 Loeb and any other person other than the partners of Loeb for the sharing of compensation to be received for services rendered in this case. Loeb has not received any payments from the Debtors during the year prior to the Petition Date. 9. The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and paraprofessional, if any, during the Interim Period. To the best of Loeb’s knowledge, this Application substantially complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Administrative Order. Loeb’s time reports are initially prepared by or on behalf of the attorney or paralegal performing the described services. The time reports are organized on a daily basis. Loeb 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 Loeb for the

Interim Period is attached hereto as part of Exhibit A. Loeb customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. Loeb’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. Loeb summarizes each client’s photocopying charges on a daily basis.

LAI 900067.2 214482-10001

11.

Loeb charges $1.00 per page for out-going facsimile transmissions,

although no such charges were incurred during the Interim Period. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Loeb’s calculation of the actual costs incurred by Loeb for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. Loeb does not charge the Debtors for the receipt of faxes in this case. 12. With respect to providers of on-line legal research services LEXIS

and WESTLAW), Loeb charges the standard usage rates these providers charge for computerized legal research. Loeb bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Loeb is passed on to the client. No such expenses are sought during the Interim Period. 13. Loeb believes the foregoing rates are the market rates that the majority of

law firms charge clients for such services. In addition, Loeb 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 14. The names of the Loeb attorneys who have rendered professional services

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

LA 1900067.2 214482-10001

15.

Loeb, by and through such persons, has prepared its initial retention

application submitted to the Court for consideration, advised the Debtors with respect to tax matters in connection with the Debtors’ bankruptcy cases, met with certain parties in interest concerning certain tax matters and performed all necessary professional services which are described and narrated in detail below.
Summary of Services by Project

16.

The services rendered by Loeb during the Interim Period can be grouped

into the categories set forth below. Loeb 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. A.
Tax Issues

17.

This category includes work related to tax issues. During the Interim

Period, Loeb attorneys, among other things, researched certain tax issues, analyzed the tax treatment of potential transactions contemplated by the Debtors, drafted a memorandum for the Debtors addressing the tax implications of certain alternative structures in bankruptcy, and participated in conferences with various parties in interest concerning tax issues. Fees: $12,940;
B.

Hours: 16.1

Retention of Loeb & Loeb LLP

18.

This category includes work related to the retention of Loeb. During the

Interim Period, the Firm, among other things, prepared its retention papers and performed due

LA1 900067.2 214482-10001

diligence with respect thereto, reviewed the docket in these cases and relevant pleadings pertaining to professionals generally, and coordinated the filing of its retention application with the Debtors’ retained professionals. Fees: $11,890; Hours: 20.4 Valuation of Services 19. Attorneys and paraprofessionals of Loeb expended a total 32.6 hours in

connection with their representation of the Debtors during the Interim Period, as follows: Name of Professional Individual ."PosEtiof the of Years liat Num Posiæo, Prior Relevant 61 Expience,lXenr ofObpnng Lienseo Pcf 1 Partner 1999; Member of NY Bar since 1979 Partner 1987; Member of NEB Bar since 1977 and CA Bar since 1980 Partner 2009; Member of NY Bar since 1998 ’F ’ur1y So’i tnstttui hng rRae 11lled (el4ng 1
.

4e)
$825.00 $650.00 $575.00 14.5 2.9 19.1 $11,962.5 $1,885.00 $10,982.50

Alan J. Tarr Thomas Lawson Vadim J. Rubinstein

Grand Total: $ 24,830.00 Total Hours: 36.5 20. The nature of work performed by these persons is fully set forth in

Exhibit A attached hereto. These are Loeb’s normal hourly rates for work of this character. The reasonable value of the services rendered by Loeb for the Debtors during the Interim Period is $24,830.00. 21. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by Loeb is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent

LA1900067.2 214482-10001

9

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, Loeb has reviewed the requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this Application substantially complies with such Rule and Order. WHEREFORE, Loeb respectfully requests that the Court enter an Order, in the form attached hereto, providing that an interim allowance be made to Loeb for the period June 26, 2009 through August 31, 2009, an interim allowance be made to Loeb in the sum of $24,830, as compensation for necessary professional services rendered, and the sum of $7.20 for actual and necessary expenses, for a total of $24,837.20; that the Debtors be authorized and directed to pay Loeb the full outstanding amount of such claims; and for such other and further relief as this Court may deem just and proper. Dated: October 9, 2009 LEB .L

VdimJ. Rubinsteiæ 345 Park Avenue New York, NY 10154-1895 Telephone: (212) 407-4000 Facsimile: (212) 407-4990 Special Tax Counsel to the Debtors and Debtors in Possession

LA 1900067.2 214482-10001

VERIFICATION

STATE OF NEW YORK COUNTY OF NEW YORK Vadim J. Rubinstein, after being duly sworn according to law, deposes and says: a) I am a partner of the applicant law firm Loeb & Loeb LLP, and have been

admitted to practice law before the Courts of the State of New York. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Loeb.
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.

Vadim JRubinstein SWORN AND before me this

day of Qc1.Z.i

, 2009.

Notary Public My Commission Expires:
TIMOTHY B. CUMMINS Nowy Public. State of New York Ou&lfied in New York County Comml.eion Expires July 19. 2012

No. 01CU61 13096

LAI 900067.2 214482-10001

EXHIBIT A

LOEBLLP E LOEB&
345 PARK AVENUE NEWYORK.NY 10154 (212)407-4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWONIUK, CFO III W. OCEAN BLVD., SUITE 1240 LONG BEACH, CA 90802

OCTOBER 6, 2009 INVOICE NO. 1373039

PAYMENT DUE UPON RECEIPT

RE: TAX MATTERS OUR FILE NO: 214482-10001 FEE FOR PROFESSIONAL SERVICES RENDERED AS PER ATTACHED DETAIL 24,830.00

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER ATTACHED DETAIL TOTAL CURRENT AMOUNT DUE

7.20 24,837.20

LOEB& LOEBLLP

FILE NUMBER 214482.10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009 NV: 1373039 PAGE 1

Date 6/26/09 6/29/09

TK

Description of Services Rendered

Hours

TL AJT

REVIEW MEMO FROM CLIENT ON TAX ISSUES; CALLS WI A. TARR AND I. KHARASCH. REVIEW SPREADSHEETS RE POSSIBLE TRANSACTIONS, ANALYSIS, RESEARCH RE TAX ISSUES, TELEPHONE CONFERENCE WITH CLIENT, KHARASCH RE SAME RESEARCH RE STRUCTURE, TAX ISSUES, PLANNING WORK ON MEMO, RESEARCH DRAFT MEMO RE TAX ISSUES, RESEARCH RE SAME, CONFERENCE WITH SETTINERJ RE MEMO REVIEW MEMO ON TAX ISSUES. EMAILS RE STRUCTURE TELEPHONE CONFERENCE WITH ANTHONY CARBONE(BINGHAM) RE STRUCTURE, TAX ISSUES, EMAILS, REVIEW PROJECTIONS, TELEPHONE CONFERENCE WITH CARBONE, SCRIBNER REVIEW TAX ISSUES RE: CALIFORNIA SALES TAX. TELEPHONE CONFERENCE WITH WHITE (SKADDEN) RE TAX ATTRIBUTES CONFERENCE WITH L. JURICH REGARDING RETENTION AND RELATED ISSUES (3). COORDINATE MOTION PAPERS WITH STAFF (1.2). REVIEW DOCKET AND ORDERS ENTERED PERTAINING TO PROFESSIONALS (.5) CONFERENCE WITH RUB INSTEIN RE APPLICATION FOR ENGAGEMENT ANALYZE CONFLICT CHECK RESULTS AND CORRESPOND INTERNALLY REGARDING SAME; CONFERENCE WITH L. JURICH REGARDING SAME (5). BEGIN DRAFT OF TARR CERTIFICATION.

0.7 4.4

6/30/09 7/1/09 7/2/09 7/7/09 7/11/09 7/13/09

AJT AJT AJT TL AJT AJT

3.2 1.2 3.0 0.6 0.2 0.8

7/13/09 7/14/09 7/14/09

TL AJT VJR

1.6 0.3 2.0

7/15/09 7/15/09

AJT VJR

0.4 2.8

LOEB& LOEBLLP

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009 INV: 1373039 PAGE 2

Date

TK VJR

Description of Services Rendered

Hours

7/16/09

CONFERENCE WITH L. JURICH REGARDING ENGAGEMENT AND ENGAGEMENT LETTER (.2). CORRESPOND WITH G. RICE AND M. RAMIREZ REGARDING ENGAGEMENT LETTER AND RELATED ISSUES (3). DRAFT TARR DECLARATION (1.3). TELEPHONE CONFERENCE WITH GRAY (BINGHAM) RE STRUCTURE OF TRANSACTION, BASIS INFORMATION, TELEPHONE CALL TO ACCOUNTANT RE SAME PREPARING TARR DECLARATION. FINALIZE FIRST DRAFT OF MOTION, PROPOSED ORDER AND DECLARATION AND CORRESPOND WITH L. JURICH REGARDING SAME. EMAILS RE TAX BASIS OF ASSETS, EMAILS WITH RUBINSTEIN RE APPLICATION TO BE RETAINED CONFERENCES WITH A. TARR AND S. GIORDANO REGARDING RETENTION ISSUES AND CONFLICT MATTERS; RUN ADDITIONAL CONFLICT CHECKS. CORRESPOND WITH L. JURICH REGARDING SAME. REVIEW REVISED DRAFT OF AFFIDAVIT IN CONNECTION WITH RETENTION APPLICATION, COMMENTS RE SAME, CONFERENCE WITH RUB fNST&N RE SAME ANALYZE CONFLICT SEARCH RESULTS AND COORDINATE ADDITIONAL SEARCHES WITH ACCOUNTING, CONFERENCES WITH A. TARR AND S. GIORDANO REGARDING RETENTION PAPERS. AMEND RETENTION PAPERS AND FORWARD TO PACHULSKI WITH COVER. TELEPHONE CONFERENCE WITH RUBINSTEIN RE APPLICATION FOR RETENTION DRAFTING ENGAGEMENT LETTER. CORRESPOND WITH ACCOUNTING REGARDING DISCLOSURES.

1.8

7/17/09

AJT

0.2

7/17/09 7/18/09

VJR VJR

1.7 2.0

7/20/09 7/20/09

AJT VJR

0.1 0.8

7/21/09

AJT

0.4

7/21/09

VJR

2.8

7/22/09 7/23/09

AJT VJR

0.1 1.7

MLOEBS
LOEBLLP

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009 1NV: 1373039 PAGE 3

Date 7/24/09

TK

Description of Services Rendered

Hours

VJR

FINISH DRAFT OF RETENTION LETTER AND REVIEW ADMINISTRATIVE ORDER REGARDING PROFESSIONALS WITH RESPECT TO SAME. REDLINE AGAINST LOEB STANDARD FORM AND TRANSMIT TO L. J1JRICH WITH COVER. CORRESPOND AND CONFERENCE WITH S. GIORDANO REGARDING ENGAGEMENT ISSUES. REVISE ENGAGEMENT LETTER AND CORRESPOND WITH S. MCFARLAND REGARDING SAME. CONFERENCES WITH S. MCFARLAND AND A. TARR REGARDING RETENTION ISSUES. MAKE ADDITIONAL CHANGES TO DECLARATION AND CONFERENCE WITH L. JURICH REGARDING SAME. TELEPHONE CONFERENCE WITH RUBINSTEIN RE RETENTION APPLICATION REVIEW REVISED DRAFT OF RETENTION APPLICATION, COMMENTS, SIGN AFFIDAVIT FINALIZE RETENTION DOCUMENTS AND CORRESPOND WITH S. MCFARLAND REGARDING SAME. TEND TO REQUEST FROM A. MCFARLAND REGARDING JUNE AND JULY TIME.

1.7

7129/09

VJR VJR VJR

0.3 0.3 0.6

8/4/09 8/5/09

8/6/09 8/10/09 8/10/09 8/18/09

AJT AJT VJR VJR

0.1 0.1 0.4 0.2

Time & Fee Summary Timekeeper Hours Rate Fee Value

AJ TARR T LAWSON V J RUBINSTEIN TOTAL

14.5 2.9 19.1 36.5

825 650
575

11,962.50 1,885.00 10,982.50 24,830.00

LOEB& LOEBLLP

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009 INY: 1373039 PAGE 4

Date 9/30/09

Description of Disbursements Ref No. PHOTOCOPY

Amount

7.20

Total Fees Total Disbursements

24,830.00 7.20

EXHIBIT C

42125-00 1 \DOCS DE:6375. I

IN THE UNITED STATES BANKRUPTCY COURT FOR TI JE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., el al.,’
Debtors.

) ) )
) )

Chapter II Case No. 09-10785 (KJC) (Jointly Administered)
Related Docket Nos.: 1045, 1034, 1004, 990, 996, 969, 975, 603, 997, 1003, 1001, 1217,846, 1026& 1120 ) ,’ISI

Hearing Date: March 24, 2010 at 2:30 p.m.

OMNIBUS ORDER APPROVING SECOND QUARTERLY FEE APPLICATIONS OF PROFESSIONALS FOR THE PERIOD JUNE 1, 2009 - AUGUST 31, 2009 Upon consideration of the quarterly interim applications for compensation and reimbursement of expenses of the professionals for the Second Quarterly Period listed on Exhibit ’A" attached hereto, and adequate notice of the hearing to consider such applications having been given; and alter due deliberation, and sufficient cause appearing and the Court being advised that all professionals have accepted the recommendations of the Fee Auditor therefore, it is hereby ORDERED that the interim applications for compensation and reimbursement of expenses for the professionals listed on Exhibit "A" attached hereto are approved in the respective amounts set forth on Exhibit "A", and it is further

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, LEC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating [IC (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.

ORDERED that the Debtors are authorized to pay the compensation and reimbursement of expenses set foi

1

DOCSDE 157041 I

-2-

EXHIBIT A

42125-00 1 \DOCS_DE:63 75. I

EXHIBIT A TO ORDER (Professionals governed by fee auditor order) PACIFIC ENERGY RESOURCES LTD., et al. (09-10785.-KJC) PROFESSIONAL FEES & EXPENSES (SECOND QUARTERLY APPLICATIONS) (JUNE 1,2009 AUGUST 31, 2009) (MARCH 24, 2010 @ 2:30 P.M.)
APPLICANT
---Deloitte Financial Advisory Services

FEEPERIODT

TOTAL FEES&

TOTAL FEES&

EXPENSES
06/01/09 06/30/09

EXPENSES
........... RECOMMENDED

LLP
(Financial Advisors to the Creditors’ Committee) (Docket No. 658) Certification of No Objection (Docket Deloitte Financial Advisory Services

07/01/09

- 07/31/09

- .................................

........- ........

..

LLP
(Docket No. 805) Certification ofNo Objection (Dockct No. 1401) Deloitte Financial Advisory Services

I.

........................................................................................... 08/01/09 - 08/31(09

LLP
(Docket No. 1032) Certification of No Objection (Docket No. 1 ...) MUM Financial Advisory Services

.
06/ 01/09

...............

-

08/31(09

$46,624.50
(fees)

346,.624.50
(fees)

LLP TOTALS
Second Quarterly (Docket No, 1045)

32648.95
(expenses)

$2,648.95
(expenses)

$49,273.45
(Total)

$49,273.45
(Total)

[APPLICANT

----- -

t

FEE PERIOD
......

---------Jensen Lanny Maclnnes Law Corporation TOTALS

--------------------

--._J-..06/01109 - 09/30/09

TOTAL FEES& EXPENSES REQUESTED $23,812.50 (fees) $3,413.17 (expenses) $27,225.67 (Total)

TOTAL FEES&

EXPENSES
-. RECOMMENDED i $22,057.50 (fees) $3,180.07 (expenses) $25,237.57 (Total)

Second Quarterly (Docket No. 1034) Certification of No Objection (Docket No. 1146)

APPLICANT

PEE PERIOD

TOTAL FEES & EXPENSES J_REQUESTED

TOTAL FEES & EXPENSES RECOMMENDED

Lazard FrŁres & Co. LLC (Financial Advisors to Debtors) (Docket No 679) Certification of No Objection (Docket No. 772) Lazard Freres LLC

06/01/09 06/30/09

& Co.

1 07/0 1/09

- 07/3/09

(Docket No. 987) Certification of No Objection (Docket No. 078)

. .
Lazard FrŁres LLC

& Co.

08/01109-08/31/09

(Docket No. 988) Certification ofNo Objection (Docket No. 1077) --.-- ....- .............. __..._ .......... Lazard FrŁres & Co. 06/01/09 - 08/31/09 LLC TOTALS Second Quarterly (Docket No. 1004) Certification of No Objection (Doc tNo.lI1l)

.._.__...L-__- .....................................
$300,000.00 (fees) $16,076.99 (expenses) $316,076.99 (Total)

- .......
$300,000.00

(lees)
$15,937.64 (expenses) $315,937.64 (Total)

.. ................................ . .......... - .......- ............

APPLECANT

FEEPEREOD

fl

Loeb & Loeb LLP Financial Advisors to Debtors TOTALS First Quarterly for Second Quarterly Period (Docket No. 990) Certification of No Objection No. 1080)

06/26/09-- 08/31/09

T
.

TOTALFEES& EXPENSES -REQUESTED $24,830.00 (fees) $7.20 (expenses) $24,837.20 (Total) 1

TOTALFEES& EXPENSES RWOMMENDED_ $20,517.50 (fees) $7.20 (expenses) $20,524.70 (Total)

I

-

APPLICANT

FEE PERIOD
06/01/09 06/30/09

TOTAL FEES&

F

EXPENSES REOUESTED
Millstream Energy,
-

TOTAL FEES & EXPENSES RECOMMENDED

LLC
(Engineering Consultant to Debtors) (Docket No. 6 5) Certification olNo Objection (Docket No. 733) Millstream Energy,

.

07/01/09

-

07/31/09

LLC
(Docket No. 869) Certification of No Objection (Docket No. 962) Millstream Energy,

08/01/09

-

08/31/09

LLC
(Docket No 995) Certification of No Objection (Docket No. 1099) Millstream Energy,

06/01/09-08/31/09

LLC TOTALS
Second Quarterly (Docket No. 996) Certification of No Objection (Docket No. I ..............................................

$69,231.00 (fees) $4,485.35 (expenses) $73,716.35 (Total)

$69,165.00 (fees) $4,240.85 (expenses) $73,405.85 (Total)

-

APPLICANT

FEE PERIOD

TOTAL FEES& EXPENSES

-T

TOTAL FEES& -. EXPENSES

PSZJ
(Co-Counsel to Debtors) (Docket No. 701) Certification of No Objection PSZJ (Docket No. 775) Certification of No Objection (Docket No. 872) PSZJ (Docket No. 933) Certification of No Objection (Docket No. 027)

06/01/09

-

06/30/09

07/01/09 -07131/09

08/01/09

-

08/3 1/09

PSZ.J TOTALS: Second Quarterly (Docket No. 969) Certification of No Objection (Do ke( No. 11 0 .2).

06/01/09

-

08/25,T09

$1,229,261.25 (fees) $151,371.78 (expenses) $1,380,633.03 (Total)
.

$1,229,261.25 (fees) $144,123.66 (expenses) $1,373,384.91 (Total)

APPLICANT

I

FEE PERIOD

TOTAL FEES &

-

TOTAL FEES &

EXPENSES REQUESTED
06/0I/09-06/30/09T

EXPENSES RECOMMENDED

Pepper Hamilton LLP (Co-Counsel to Creditors Committee) (Docket No. 73 1) Certification of No Objection (Docket No. 853) Pepper Hamilton LLP (Docket No. 862) Certification of No Objection (Docket No. 949) Pepper Hamilton LI,P (Docket No. 922) Certification olNo Objection (Docket Pepper Hamilton LU’ TOTALS I Second Quarterly (Docket No. 975) Certification of No Objection (Docket No, 1092) i

07/01/09 - 07/31/09

=

I 08/01109-08/31/09

1.

I 06/01109

.................................................................................................. 08/31/09 $42,241.50 $42,241.50 I (fees) (Ices)

-

$4,077.59 (expenses) $46,319.09 (Total)

$4,054.53 (expenses) $46,296.03 (Total)

Members of the - i 03/t9/09-05/31/09 Creditors’ Committee for Expenses (Docket No. 603) Certification of No Objection (Docket N. 720)

NIA .

$3,184.34 (expenses)

APPLICANT
Rutan & Tucker, LLP (Special Counsel to Debtors (Docket No. 729) Certification of No Objection (Docket No. 83 1) Rutan & Tucker, LLP (Docket No. 758) Certification of No Objection (Docket No. 865) Rutan

J

FEE PERIOD

J

TOTAL FEES& EXPENSES REQUESTED

TOTAL FEES & EXPENSES RECOMMENDED

06/01109

- 06/30/09

07/01/09

07/3 1/09

=

I
--.--..---.-

I
08/01/09:08/31/T’

&

Tucker, LLP

(Docket No. 935) Certification of No Objection (Docket No. 1037) Rutan & Tucker, L.LP

06/01/09

- 08/31/09

$620,708.50 (fees) $1,047.04 (cpcnses) $621,755.54 (Total)

$620,238.50 (fees) $1,047.04 (expenses) $621,755.54 (Total)

TOTALS
Second Quarterly (Docket No. 997) Certification of No Objection (Docket No. 1123)

.

APPLICANTJFEE PERIOD
Schully, Roberts, Slattery & Marino, PLC (Debtors’ Special Oil & Gas & Transactional Counsel) (Docket No. 743) Certification of No Objection (Docket No. 842) Schully, Roberts, Slattery & Marino, PLC (Docket No. 870) Certification of No Objection (Docket No. 963) Schully, Roberts, Slattery & Marino, PLC (Docket No. 989) Certification of No Objection

P

TOTAL FEES & EXPENSES

TOTAL FEES& EXPENSES [ RECOMMENDED

06/01/09 06/30/09

j
07/01/09 - 07/31/09

08i070 - 0I3 /09

–!JP2J.
Schulty, Roberts, Slattery & Marino, PLC TOTALS Second Quarterly
(Docket No. 1003) Certification of No Objection (Pc.c.t

(foes) $1,306.22 (expenses) i $480,399.72 (To(al)
I

(fees) $1,306.17 (expenses) $418,603.67 (Total)

NP: Llj)_ ...........- .

-

.

APPLICANT

T I

FEE PERIODJ
06/01/09 06/30/09

TOTAL FEES& EXPENSES

TTOTAL FEES &
EXPENSES

--.---.......--.

. ------------

KELI~Fp__

RE COMMENDED
-

Stepioc & Johnson LLP (Co-Counse) to Creditors’ Cum mitiec) (Docket No. 66 1) Certification of No Objection

-

Sleptoc & Johnson LLP (Docket No. 789) Certification of No Objection (Docket No. 900) Stepioc & Johnson LLP (Docket No. 920) Certification of No Objection
(UOCKeIlNO ,

07/01/09

-

07/31/09

:

08/01/09

-.

08/31/09

IlL))

Steptoe & Johnson

06/01(09

-

08/31/09

$265,357.75

$264,984.25

LLP TOTALS Second Quarterly
(Docket No. 1001)

(lees) 515,421.99
(expenses) $280,779.74 (Total) I

(fees)

I

I

$14,904.78
(expenses) $279,889.03 (Total)

APPLICANT Zolfo Cooper Management, LLC
(Restructuring Advisors to Debtors) (Docket No. 846) Zolfo Cooper Management, LLC .(Docket No. 1026) Zolfo Cooper Management, LLC i(Docket No. 1120) Zolfo Cooper Management, L,LC TOTALS [Quarterly Fee Application Not Filed with the Courj 1

FEE PERIOD
06/01/09 - 06/30/09

TOTAL FEES & EXPENSES QUESTED

TOTAL FEES & EXPENSES RECOrIMENDED

1

. 07/01/09-07/3 /09

08/01/09-08/31/09

.--.- ............................. 06/01/09-08/31/09

............................. $1,012,995.25 (fees) $64,169.66 (expenses) $1,077,164.91

$1,012,995.25
(Fees)

J

$57,299.71 (expenses) $1,070,294.96

APPLICANT

FEE PERIOD

TOTAL FEES &
EXPENSES REQUESTED

TOTAL FEES &
EXPENSES RECOMMENDED

Warren I-I. Smith & Associates (Docket No. 72 1) Certification of No Objection (Docket No. 804) Warren H. Smith& Associates (Docket No. 893) -

07/01109 - 07/31/09

08/01/09-08/31/09

Certification of No Objection - (Docket No, 57 ) .,. Warren H. Smith & 06/01/09 - 08/31/09 Associates TOTALS

.
S29,008.00 (fees) $42.93 (expenses) 528,225.43 (Total) j

- -

---------

................ $29,008.00 (fees)

Amended Second
Quarterly (Docket No. 1217)

-

I

$42.93
(expenses) $28,225.43 (Total)

DOCS_DE-IS7O2

EXHIBIT D

42125-001\DOCSDE:6375, I

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., el al., Debtors.

) ) ) ) )

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

Objection Deadline: February 12, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31, 2009 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 - interim Loeb & Loeb LLP Debtors and Debtors in Possession
Nunc Pro Tunc to June 26, 2009 by order entered on or about September 9, 2009

December 2009 2 $17,479.00 $17.49 - 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); Cameras 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 includes time expended before the time period indicated above that has not been included in any prior application. In particular, this Application includes 8 hours and S3,044 billed for the months of September and October 2009 in connection with Applicant’s retention and its First Quarterly fee application dated October 9, 2009. This Application also seeks $1462.50 on account 1.9 hours billed on tax matters in November 2009. The December time totals $12,972.50 on account of 16 hours billed on tax matters. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.
2

NY82 1258.2 214482-10001

The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $1,700.00. PRIOR APPLICATIONS FILED Date Filed 10/10/09 Period Covered 6/26/09 8/31/2009 Requested Fees $24,830 Requested Expenses $7.20 Approved Fees Approved Expenses

LOEB & LOEB 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 Partner 1999; Member ofNY Bar since 1979 Partner 1987; Member of NEB Bar since 1977 and CA Bar since 1980 Partner 2009; Member of NY Bar since 1998 Paralegal Grand Total: Total Hours: Hourly Billing Rate (including Changes) $825.00 $650.00 Total Hours Billed Total Compensation

Alan J.Tarr Thomas Lawson

16.1 1.9

$13,282.5 $1,235.00

Vadim J. Rubinstein Fiona McKeown

$575.00
1

2.8 5.1

1,610.00 $1351.50

$265.00 $17,479 25.90

COMPENSATION BY CATEGORY Project Categories Retention/Fee Application Tax Issues
( (

Total Hours 8 17.9

Total Fees $ 3,044.00 $ 14,435.00

-

J1%is was Applicant’s first quarterly fee application. No other applications have been filed.

NY821258.2 214482-10001

2

EXPENSE SUMMARY Expense Category
Reproduction/Research/Phone See Attached

Service Provider (if applicable)

Total Expenses
$ 17.49

NY82 1258.2 214482-10001

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: February 12, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31, 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of 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"), Loeb & Loeb LLP ("Loeb" or the "Firm"), special tax counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its First Monthly Application for Compensation and for Reimbursement of Expenses for the Period ending December 31, 2009 2

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. As explained herein, this Application seeks payment for minimal time entries for September, October and November 2009

NY82 1258.2 214482-10001

(the "Application") By this Application Loeb seeks a first monthly interim allowance of compensation in the amount of $17,479 and actual and necessary expenses in the amount of $17.49, for a total allowance of $17,496.49, and payment of $13,983.20 (80% of the allowed fees) and reimbursement of $17.49 (100% of the allowed expenses) for a total payment of $14,000.69 for the period of September 1, 2009 through December 31, 2009 (the "Interim Period"), the substantial portion of which fees and expenses were incurred in December 2009 (i.e., $12,972.50). In support of this Application, Loeb respectfully represents as follows: Background 1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

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

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

NY821258.2 214482-10001

2

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 Loeb, as special tax counsel to the Debtors, was approved

effective as of June 26, 2009, by this Court’s "Revised 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 Loeb & Loeb LLP as Special Tax Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to June 26, 2009," entered on or about September 9, 2009 [Docket No. 861] (the "Retention Order"). The Retention Order authorized Loeb to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses. LOEB’S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source Loeb was retained in September 2009 and filed its first fee application on October 9, 2009 ("First Quarterly Application"). See Docket No. 990. Applicant’s First Quarterly application covered the period of June 26, 2009 through August 31, 2009 and sought total payment of $24,837.20. The Firm has performed minimal work for the estates since it filed the First Quarterly Application, billing the following amounts for the following monthly periods: September 2009 (1.2 hrs; $690); October 2009 (6.8 hrs; $2,354); November 2009 (1.9 hrs;

NY82 1258.2 214482-10001

$1,462.50); and December 2009 (16 hrs; $12,972.50). Loeb did not to file monthly interim applications for the September to November periods, as the cost of each application would have been substantial in relation to the amount of fees sought for each such period. Consequently, rather than burden the estates with the extra expense of preparing and then having to review several applications that sought de minimus amounts, Loeb determined to file its first interim application once sufficient services were rendered to the estates that would justify the attended expenditures of a fee application. At all relevant times, Loeb has been a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the interests of the Debtors. All services for which Loeb requests compensation were performed for or on behalf of the Debtors and not on behalf of any committee, creditor or other person. 8. Loeb 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 Loeb and any other person other than the partners of Loeb for the sharing of compensation to be received for services rendered in this case. Loeb has not received any payments from the Debtors during the year prior to the Petition Date. 9. The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and paraprofessional, if any, during the Interim Period. To the best of Loeb’s knowledge, this Application substantially complies with sections 330 and 331 of the Bankruptcy Code, the

NY82258.2 214482-10001

Bankruptcy Rules, the Local Rules and the Administrative Order. Loeb’s time reports are initially prepared by or on behalf of the attorney or paralegal performing the described services. The time reports are organized on a daily basis. Loeb 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 Loeb for the

Interim Period is attached hereto as part of Exhibit A. Loeb customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. Loeb’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. Loeb summarizes each client’s photocopying charges on a daily basis. 11. Loeb charges $1.00 per page for out-going facsimile transmissions,

although no such charges were incurred during the Interim Period. There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects Loeb’s calculation of the actual costs incurred by Loeb for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. Loeb does not charge the Debtors for the receipt of faxes in this case. 12. With respect to providers of on-line legal research services LEXIS

and WESTLAW), Loeb charges the standard usage rates these providers charge for computerized legal research. Loeb bills its clients the actual amounts charged by such services,

NY82 1258.2 214482-10001

with no premium. Any volume discount received by Loeb is passed on to the client. No such expenses are sought during the Interim Period. 13. Loeb believes the foregoing rates are the market rates that the majority of

law firms charge clients for such services. In addition, Loeb 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 14. The names of the partners and associates of Loeb who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Loeb who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 15. Loeb, by and through such persons, has prepared and assisted in the

preparation of various motions and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to tax matters in connection with the Debtors’ bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Summary of Services by Project 16. The services rendered by Loeb during the Interim Period can be grouped

into the categories set forth below. Loeb 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.

NY82 1258.2 214482-10001

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.

A.

Tax Issues 17. This category includes work related to tax issues. During the Interim

Period, Loeb attorneys, among other things, researched certain tax issues, analyzed the tax treatment of potential transactions contemplated by the Debtors and allocation issues associated therewith, and participated in conferences with various parties in interest concerning tax issues, including with counterparty to transaction and its counsel. Fees: $14,435.00; Hours: 17.9

B.

Retention of Loeb & Loeb LLP and Fee Application 18. This category includes work related to the retention of Loeb and Loeb’s

First Quarterly Application. During the Interim Period, the Firm, among other things, provided additional materials at the Court’s request in connection with its retention application and prepared the First Quarterly Application. Fees: $3,044.00; Hours: 8

Valuation of Services 19. Attorneys and paraprofessionals of Loeb expended a total 25.9 hours in

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

NY821258.2 214482-10001

7

Name of Professional Individual

Alan J. Tan Thomas Lawson

Vadim J. Rubinstein Fiona McKeown

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 1999; Member of NY Bar since 1979 Partner 1987; Member of NEB Bar since 1977 and CA Bar since 1980 Partner 2009; Member of NY Bar since 1998 Paralegal Grand Total: Total Hours:

Hourly Billing Rate (including Changes)
$825.00 $650.00

Total Hours Billed

Total Compensation

16.1 1.9

$13,282.50 $1,235.00

$575.00 $265.00

2.8 5.1

$1,610.00 $1,351.50

S 17,479.00 25.9

20.

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

Exhibit A attached hereto. These are Loeb’s normal hourly rates for work of this character. The reasonable value of the services rendered by Loeb for the Debtors during the Interim Period is $17,479.00. 21. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by Loeb 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, Loeb 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.

NY82 1258.2 214482-10001

WHEREFORE, Loeb respectfully requests that, for the period September 1, 2009 through December 1, 2009, an interim allowance be made to Loeb for compensation in the amount of $17,479.00 and actual and necessary expenses in the amount of $17.49, for a total allowance of $17,496.49, and payment of $13,983.20 (80% of the allowed fees) and reimbursement of $17.49 (100% of the allowed expenses) be authorized, for a total payment of $14,000.69, and for such other and further relief as this Court may deem just and proper.

Dated: January 22, 2010 LOEB & LO Vdim J. RubiseiT1 345 Park Avenue New York, NY 10 154-1895 Telephone: (212) 407-4000 Facsimile: (212) 407-4990 Special Tax Counsel to the Debtors and Debtors in Possession

NY821258.2 214482-10001

9

VERIFICATION

STATE OF NEW YORK COUNTY OF NEW YORK Vadim J. Rubinstein, after being duly sworn according to law, deposes and says: a) I am a partner of the applicant law firm Loeb & Loeb LLP, and have been

admitted to practice law before the Courts of the State of New York. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Loeb.
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. r

Vadim J. Rubinstein SWORN AND SUBSCRIBED before me this 22nd day of January, 2010.

N tary Public My Commission Expires:

td

vy

ANTOINETTE PEPPER Notary Public, State of New ’bi No. 01PE4573533 ueJIfied In Nassau County York County CsfltfICate Filed in Comnsiiafl Expires January 7, 2011

NY821258.2 214482-10001

EXHIBIT A

NY821258.2 214482-10001

68773-002\DOCS DE: I 49722.2

LOEB& LOEBLLP
345 PARK AVENUE NEW YORK, NY 10154 (212) 407-4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWONTUK, CFO 111 W. OCEAN BLVD., SUITE 1240 LONG BEACH, CA 90802

JANUARY 21, 2010 INVOICE NO. 1385785

PAYMENT DUE UPON RECEIPT

RE: TAX MATTERS OUR FILE NO: 214482-10001 FEE FOR PROFESSIONAL SERVICES RENDERED AS PER ATTACHED DETAIL

14,435.00

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER ATTACHED DETAIL

17.49

TOTAL CURRENT AMOUNT DUE PAST DUE INVOICES FOR THIS MATTER, IF PAID, PLEASE DISREGARD. 0-60 DAYS 61 - 90 DAYS 91- 120 DAYS OVER 120 DAYS TOTAL PAST INVOICES

14,452.49

0.00 0.00 24,837.20 0.00 24,837.20 39,289.69

TOTAL CURRENT AND PAST DUE INVOICES FOR THIS MATTER

LOEB&
LOEBLLF

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

1/21/2010 INV: 1385785 PAGE 1

Date

TK

Description of Services Rendered

Hours 1.2

11/13/09 AJT REVIEW EMAILS (.1), PREPARE FOR TELEPHONE CALL ON TAX ISSUES IN CONNECTION WITH POSSIBLE TRANSACTION (.2), TELEPHONE CONFERENCE WITH FIJOLEK RE TAX ISSUES (4), TELEPHONE CONFERENCES WITH CLIENT (.1), TELEPHONE CONFERENCE WITH LAWSON RE CA TAX (3), ANALYSIS RE SAME, BENEFIT OF CLOSING IN 2009 (.1) 11/13/09 TL REVIEW CALIFORNIA RULES RE: NOL CARRYOVER (.3); CALLS W/ A. TARR (3). 11/16/09 AJT TELEPHONE CONFERENCE WITH FEJOLEK RE: NEED TO CLOSE SALE IN 2009. 12/2/09 AJT TELEPHONE CONFERENCE WITH BEZOZO, SLADE (HAYNES & BOONE, ATTORNEYS FOR RISE) RE TAX ISSUES, TRANSFER TAXES (2), TELEPHONE CONFERENCE WITH ACCOUNTANT, BEZOZO, SLADE RE QUESTIONS (3) 12/11/09 AJT REVIEW DRAFT OF PURCHASE AGREEMENT, COMMENTS RE TAX AND RELATED PROVISIONS (3.3), EMAIL TO CLIENT RE SAME (.1)

0.6 0.1 0.9

3.4

12/14/09 AJT PREPARE FOR CONFERENCE CALL RE TAX AND RELATED ISSUES (.4), TELEPHONE CONFERENCE WITH CLIENT RE SAME (3), TELEPHONE CONFERENCE WITH OPPOSING COUNSEL RE TAX ISSUES (.9), DRAFT REVISED TAX ALLOCATION PROVISIONS (1.8), EMAILS RE SAME (3), FURTHER CALL WITH CLIENT RE TAX ISSUES (. 1) 12/15/09 AJT EMAILS RE TAX ISSUES (.5), TELEPHONE CONFERENCES WITH BEZOZO RE TAX PROVISIONS (.7), REVIEW COMMENTS (.8), REVIEW REVISED DRAFTS OF AGREEMENTS (1.0), FURTHER COMMENTS, REVIEW FIRPTA CERTIFICATE (3), TELEPHONE CONFERENCE WITH CLIENT (.2)

3.8

3.5

LOEB& LOEBLLF

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

1/21/2010 INV; 1385785 PAGE 2

Date

TK

Description of Services Rendered REVIEW REVISED DRAFT OF AGREEMENT (1.1), EMAILS RE SCHEDULES (.1), RESEARCH RE TRANSFER TAXES, TELEPHONE CONFERENCES WITH LAWSON RE SAME (3), TELEPHONE CONFERENCE WITH BEZOZO RE AGREEMENT (4), TELEPHONE CONFERENCE WITH CLIENT (2) CALL WI A. TARR RE: CALIF. SALES TAX (3); REVIEW SALES TAX RULES AND SEND EMAIL TO A. TARR (1.0). EMAILS, TELEPHONE CONFERENCE WITH CLIENT TELEPHONE CONFERENCES WITH CLIENT RE SCHEDULES, REASONS BUYERS WILL NOT INCLUDE ALLOCATION SCHEDULE (.3), REVIEW SCHEDULES RE TAX DISCLOSURE, REVISE SAME, EMAIL SAME (.6)

Hours 2.1

12/16/09 AJT

12/16/09 T L 12/17/09 AJT 12/23/09 AJT

1.3 0.1 0.9

Time & Fee Summary Timekeeper AJ TARR TLAWSON TOTAL

Hours 16.0 1.9 17.9

Rate 825 650

Fee Value 13,200.00 1,235.00 14,435.00

Date 10/22/09 12/31/09 12/31/09

Description of Disbursements

Ref No.

Amount 9.76 7.20 0.53

COURT RESEARCH PACER: 7/1/09-9/30/09-F MCKEOWN PHOTOCOPY TELEPHONE CHARGES

Total Fees Total Disbursements

14,435.00 17.49

LOEB&
LOEBLLP
345 PARK AVENUE NEW YORK, NY 10154 (212)407-4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATI’N: GERRY TYWONIUK, CFO 111 W. OCEAN BLVD., SUITE 1240 LONG BEACH, CA 90802

JANUARY 21, 2010 INVOICE NO. 1385784

PAYMENT DUE UPON RECEIPT

RE: FEE APPLICATION/RETENTION OUR FILE NO: 214482-10001 FEE FOR PROFESSIONAL SERVICES RENDERED AS PER ATTACHED DETAIL TOTAL CURRENT AMOUNT DUE

3,044.00

3,044.00

Bi11s10013448.1 214482-10001

RLOEB&
LOEBLLP

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. FEE APPLICATION/RETENTION

1/21/2010 INV: 1385784 PAGE 1

Date 9/2/09 9/3/09

TK VJR VJR

Description of Services Rendered AMEND TARR DECLARATION (.4) AND CORRESPOND WITH A. TARR (.1) AND S. MCFARLAND (.1) REGARDING SAME. TEND TO EXECUTION AND NOTARIZATION OF REVISED DECLARATION (.2). ANALYZE SUPPLEMENTAL FILING REGARDING RETENTION DECLARATION (.1). CONFERENCE WITH F. MCKOWN REGARDING FEE APP AND FORWARD PAPERS IN CONNECTION WITH SAME. PREPARE FIRST MONTHLY FEE APPLICATION. PREPARE FIRST MONTHLY FEE APPLICATION. PREPARE SECOND FEE APPLICATION. PREPARE QUARTERLY FEE APPLICATION. TELEPHONE CONFERENCE WITH RUB INSTEIN RE BILLING REVIEW AND REVISE FEE APPLICATION (9); CORRESPOND INTERNALLY REGARDING SAME (.1). REVIEW AND REVISE FEE APPLICATION (.1); PREPARE PROPOSED ORDER THERETO (.2). FINALIZE FEE APPLICATION AND FORWARD TO S. MCFARLAND.

Hours 0.6 0.3

9/24/09 10/2/09 10/3/09 10/3/09 10/3/09 10/6/09 10/6/09 10/6/09 10/9/09

VJR FM FM FM FM AJT VJR FM VJR

0.3 1.3 1.5 1.5 0.5 0.1 1.0 0.3 0.6

Time & Fee Summary Timekeeper AJ TARR VJRUBINSTEIN F MCKEOWN TOTAL

Hours 0.1 2.8 5.1 8.0

Rate 825 575 265

Fee Value 82.50 1,610.00 1,351.50 3,044.00

Bills 10013448.1 214482-10001

LOEB&
LOEBLLP

FILE NUMBER 214482-10001 10125

PACIFIC ENERGY RESOURCES LTD. FEE APPLICATION/RETENTION

1/21/2010 rNV: 1385784 PAGE 2

Total Fees

3,044.00

B ills 100 13448. 1 214482-10001

EXHIBIT E

42125-001 \DOCS DE:6375. I

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) Related Docket Nos.: 1368, 1297, 1284
1317, 1291, 1356, 1286, 1275, 1246,1279, &1288

) ) )
)

Hearing Date: June 23, 2010 at 11:00 a.m. OMNIBUS ORDER APPROVING THIRD QUARTERLY FEE APPLICATIONS OF PROFESSIONALS FOR THE PERIOD SEPTEMBER 1, 2009 - NOVEMBER 30, 2009
Upon consideration of the quarterly interim applications for compensation and reimbursement of expenses of the professionals for the Third Quarterly Period listed on Exhibit "A" attached hereto, and adequate notice of the hearing to consider such applications having been given; and after due deliberation, and sufficient cause appearing and the Court being advised that all professionals have accepted the recommendations of the Fee Auditor therefore; it is hereby ORDERED that the interim applications for compensation and reimbursement of expenses for the professionals listed on Exhibit "A" attached hereto are approved in the respective amounts set forth on Exhibit "A", and it is further

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 (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

LLC is

ORDERED that the Debtors are authorized to pay the compensation and reimbursement of expenses set forth on Exhii Dated: THE -IONORA UNITED STATES BANKRUPTCY JURT JUDGE

DOCS_DE: 160644.1

EXHIBIT A TO ORDER (Professionals governed by fee auditor order) PACIFIC ENERGY RESOURCES LTD., et al. (09-10785-KJC) PROFESSIONAL FEES & EXPENSES (THIRD QUARTERLY APPLICATIONS) (SEPTEMBER 1, 2009 - NOVEMBER 30, 2009) (JUNE 23, 2010 @ 11:00 A.M.)
APPLICANT TALFEE&
. ..TOTAL FEES&

EXPENSES
Lazard FrŁres Co. LLC (Financial Advisors to Debtors) (Docket No. 1234) Certification of No Objection (Docket No. 1285) Lazard FrŁres& Co. LLCIO/01f09-12/31/09 (Docket No. 1307) Certification of No Objection (Docket No, 1460) Lazard FrŁres ..

&

ED 09/01/09 09/30/09

_ R EC O MME NDED

EXPENSES

=

& Co.

03/01/09 12/31/09

LLC
TOTALS Third Quarterly Final (Docket No. 1368) Certification or No Objection .Pockc.t No. ...!.4’3)

$1,824,193.32 (fees)

$1,824,193.32
(fees)

. &

$21,820.48
(expenses)

$21,261.54
(expenses)

$1,846,013.80
(Total)

$1,845,454.86
(Total)

-.

.

APPLICANT Loeb& Loeb LLP Special Tax Counsel to Debtors TOTALS Monthly (Docket No. 1297)

1

FEE PERIOD .
09/01/09 12/31/09

TOTAL FEES &

EXPENSES REQUESTED

TOTAL FEES .& EXPENSES . ...... RECOMMENDED

.
Certification of No Objection (Docket No. 1327) Loeb & Loeb LLP Special Tax Counsel to Debtors TOTALS Third Quarterly Period (Quarterly Not Filed)

I
09/01/09

12/31109
.

$17,479.00 (fees) $17.49 (expenses) $17,496.49 (Total)

$17,479.00 (fees)

$17.49
(expenses) $17,496.49 (Total)

:

APPLICANT

TFEE PERIOD

I

- TOTAL FEES & EXPENSES REQUESTED

PSZJ
(Co-Counsel to Debtors) (Docket No. 1085) Certification of No Objection (Docket No. 1163) PSZJ (Docket No. 1174) Certification of No Objection (Docket No. 1264) PSZJ (Docket No. 1263) Certification of No Objection (Docket No. 1300

09/01/09

09/30/09

L

TOTAL FEES & EXPENSES cpM}ENpED

10/01/09 10/31/09

11/01/09 - 11/30/09

PSZJ TOTALS: Third Quarterly (Docket No. 1284) Certification of No Objection

09/01/09

- 11/30/09

$647,227.00 (fees) $64,948.55 (expenses) $712,175.55 (Total)

$647,227.00 (Fees) $60,028.55
(expenses)

I

.

$707,255.55 (Total)

APPLICANT

I

FEE PERIOD

TOTAL FEES &
EXPENSES REQUESTED
I

TOTAL FEES &
EXPENSES RECOMMENDED

Pepper Hamilton LLP (Co-Counsel to Creditors’ Committee) (Docket No. 991) Certification of No Objection (Docket No. 1089) Pepper Hamilton LLP (Docket No. 1133) Certification of No Objection (Docket No. 1205) Pepper Hamilton LLP (Docket No. 1208) Certification of No Objection (Docket No. 1269) Pepper Hamilton LLP TOTALS Third Quarterly (Docket No. 1317) Certification of No Objection (Docket No. !k)

J

, 09/0l/09-09/30/09

10/01/09 - 10/31/09

11101/09 - 11/30/09

09/01/09 11/30/09

$21,335.00
(fees) $1,097.80 (expenses)

$21,335.00
1(fees)

$1,023.80
(expenses)

$22,432.80
(Total)

$22,358.80
(Total)

-

APPLICANT

FEE PERIOD

TOTAL FEES & EXPENSES ITED -

TOTAL FEES & EXPENSES RECOMMENDED

Rutan & Tucker, LLP (Special Counsel to Debtors (Docket No. 1024) Certification of No Objection (Docket No. 1125) Rutan & Tucker, LLP (Docket No. 1152) Certification of No Objection (Docket No, 1219) Rutan & Tucker, LLP (Docket No. 1202) Certification of No Objection (Docket No. 1252) Rutan & Tucker, LLP

09/01/09 - 09/30/09

10/01/09 - 10/31/09

.11/01/09 - 11/30/09

09/01/09 - 11130/09

$250,597.00 (fees) $951.66 (expenses)

$250,597.00
(fees)

TOTALS $892.38
(expenses) Third Quarterly (Docket No. 1291) Certification of No Objection (Docket No. 1323)

$251,548.66
(Total)

$251,489.38 (Total)

APPLICANT

FEE PERIOD

TOTAL FEES &

TOTAL FEES &

EXPENSES
Schully, Roberts, Slattery & Marino, PLC (Debtors’ Special Oil & Gas & Transactional Counsel) (Docket No. 1164) Certification of No Objection (Docket No. 1236) Schully, Roberts, Slattery & Marino, PLC (Docket No. 1199) Certification of No Objection (Docket No. 1249) Schully, Roberts, Slattery & Marino, PLC (Docket No. 1280) Certification of No Objection 09/01/09

QUYTP.. _

.

I

EXPENSES RECOMMENDED

i

- 09/30/09

10/01/09

- 10/31/09

11/01/09-11/30/09

(Docket No. 1577
Schully, Roberts, Slattery & Marino, PLC TOTALS Third Quarterly (Docket No. 1356) Certification of No Objection (Docket No. 1402)

09/01/09 - 11/30/09

__.__. ....... $312,231.25 (fees)

$251,601.00

. . .

(fees) $2,148.09 (expenses) $253,749.09 (Total)

. . .

$2,148.09 (expenses) $314,379.34 (Total)

..

... ...........................

APPLICANT

FEE PERIOD

TOTAL FEES & F TOTAL FEES &

EXPENSES
Stcptoe & Johnson LLP (Co-Counsel to Creditors’ Committee) (Docket No. 1030) Certification of No Objection (Docket No. 1142) Steptoe & Johnson LLP (Docket No. 1154) Certification of No Objection (Docket No. 1220) 09/01/09 - 09/30/09

EXPENSES RECOMMENDED

10/01/09 - 10/31/09

Steptoe & Johnson LLP (Docket No. 1244) Certification of No Objection (Docket No. 1290) Steptoe & Johnson LLP TOTALS Third Quarterly
(Docket No. 1286)

11/01/09 - 11130/09

1

09/01/09 11130/09

$29,340.50

(lees)
$721.87 (expenses) $30,062.37

$28,860.50 (fees) $721.87 (expenses) $29,582.37

..............

. -

(T.!)

--------

._. ............. (Total)

APPLICANT
-... Warren H. Smith & Associates (Docket No. 976) Certification of No Objection (Docket No. 1044) Warren H. Smith& Associates (Docket No. 1106)

FEE PERIOD

TOTAL FEES & EXPENSES REQUESTED

TOTAL FEES &
J

EXPENSES RECOMMENDED

09/01/09 09/30/09

10101/09

10/31/09

Certification of No Objection JpocketNo . 1162) _...._.._______________ Warren H. Smith & i 11/01/09 - 11/30/09 Associates (Docket No. 1196) Certification of No Objection (Docket No. 1250) Warren H. Smith & Associates TOTALS Third Quarterly (Docket No. 1275)

........

- ........................................

09/01/09 - 11130/09

$27,601.50 (lees) $440.60 (expenses)

.

$27,601.50 (fees) $440.60 (expenses)

I

. .......................$28,042.10 (Total) $28,042.10 .fotal)

APPLICANT

FEE PERIOD

TOTAL FEES

&

TOTAL FEES

&

EXPENSES
REQUESTED Zolfo Cooper Management, LLC (Restructuring Advisors to Debtors) Staffing Report --------------------------------------------------------------------Zolfo Cooper 10/01/09 - 10/31/09 Management, LLC 09/01/09

EXPENSES RECOMMENDED

- 09/30/09

Staffing Report (Docket No, 1279) Zolfo Cooper Management, LLC

11/01/09 11/30/09

Staffing Report (Docket No. 1288) Zolfo Cooper Management, LLC TOTALS: tZoIfo Cooper does not file Quarterly Fee Applications with the Courti

J

09/01/09

- 11/30/09

$368,257.50 (fees) $16,612.55 (expenses) $384,870.05 (Total)

I

$367,625.50 (fees) $14,862.79 (expenses) $382,488.29 (Total)

:

DOCS)E: 160640.1

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

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

) ) )

CERTIFICATE OF SERVICE

I, James E. O’Neill, Esquire, hereby certify that on the 24th day of February, 2011, I caused a copy of the following documents to be served on the individuals on the attached service lists in the manner indicated:
Notice and Final Fee Application of Loeb & Loeb LLP, Special Tax Counsel to the Debtors for the Period June 26, 2009 - January 22, 2010 [Notice Only 2002 service list]

45’s E. O’Neill (Bar No. 4042)
DOCSDE: 167979.1

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.

l

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 13 13 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. O’Neill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & 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 Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., I1’ 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
68773-001 \DOCS I)E’ 147432,1

Pacific Energy Resources Ltd. 2002 Service List Case No. 09-10785 Document No. 145745 20 - Hand Delivery 51 - First Class Mail 02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney’s Office District of Delaware 1007 N. Orange Street, Suite 700 Wilmington, DE 19801 Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor Wilmington, DE 19899 Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, PA Citizens Bank Center, Suite 1401 919 Market Street P.O. Box 1070 Wilmington, DE 19899 Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP 919 N. Market Street, I 1th Floor Wilmington, DE 19801

(Counsel for Debtors) Laura Davis Jones, Esquire James E. O’Neill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & 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., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

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