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

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

Objection Deadline: July 20, 2009 ___________________ at 4:00 p.m. Hearing Deadline: Only if Objections are Filed

SECOND MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE FINANCIAL ADVISORY SERVICES LLP AS FINANCIAL ADVISORS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD OF MAY 1, 2009 THROUGH MAY 31, 2009
Name of Applicant: Authorized to Provide Professional Financial Advisory Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Fees: Subtotal Less 20% Holdback Amount of Expenses Sought: Amount of Fees and Expense Reimbursement Sought as Actual, Reasonable and Necessary: Deloitte Financial Advisory Services LLP The Official Committee of Unsecured Creditors of Pacific Energy Resources LTD Effective March 26, 2009 by Order Entered June 3, 2009 May 1, 2009 through May 31, 2009 $19,044.50 $19,044.50 ($3,808.90) $3,159.90

$18,395.50

This is a:

_X__

interim

___

final application

This is the Applicant's Second Monthly Fee Application.

1 The Debtors in these chapter 11 cases are : Pacific Energy Resources Ltd., Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Carneros Acquisition Corp., Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Carneros Energy, Inc., and Gotland Oil, Inc.

PRIOR APPLICATIONS FILED Requested Fees $151,249.00 $151,249.00 Requested Expenses $6,599.09 $6,599.09 Approved Fees Pending $0.00 Approved Expenses Pending $0.00

Date Filed

Period Covered 3/26/09 to 4/30/09

TOTAL

DELOITTE PROFESSIONALS Name of Professional Individual McClam, Curtis Kennedy, Jeffrey Swamy, Ramesh Godwin, Samuel Dunigan, Sean Position Principal Principal Senior Manager Manager Jr. Staff/Analyst Hourly Billing Rate $ 575.00 $ 575.00 $ 525.00 $ 450.00 $ 295.00 Total Hours Billed 4.7 3.7 16.8 9.3 4.1 38.6 Total Compensation $2,702.50 $2,127.50 $8,820.00 4,185.00 1,209.50 $19,044.50

Grand Total: Total Hours:

$19,044.50 38.60

COMPENSATION BY CATEGORY Project Categories Category # Category Description 24 DIP Facility Matters 50 Meetings/Calls with Counsel 61 Meetings/Calls with Debtor 68 Fee/Expense Applications TOTAL Total Hours 28.5 0.7 5.3 4.1 38.60 Total Fees $14,882.50 387.50 2,565.00 1,209.50 $19,044.50

EXPENSE SUMMARY CATEGORY

Expense Category Airfare Conference Calls Hotel or Lodging Meals Miscellaneous Taxi and Transportation TOTAL

Service Provider (if applicable)

Total Expenses $2,325.58 $5.14 $482.73 $189.57 $1.50 $155.38 $3,159.90

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD, et al.,1 Debtors. Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)
Objection Deadline: July 20, 2009 ___________________ at 4:00 p.m. Hearing Deadline: Only if Objections are Filed

SECOND MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE FINANCIAL ADVISORY SERVICES LLP AS FINANCIAL ADVISORS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD OF MAY 1, 2009 THROUGH MAY 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), Rule 2016 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules), and the Courts Administrative Order Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members, approved on April 8, 2009, (the Administrative Order), Deloitte Financial Advisory Services LLP (hereinafter Deloitte FAS or Applicant) , financial advisors to the Official Committee of Unsecured Creditors, hereby submits its Second Monthly Fee Application for Compensation and for Reimbursement of Expenses for the period from May 1, 2009 through May 31, 2009 (the Monthly Fee Application). By this Monthly Fee Application Deloitte FAS seeks an interim allowance of compensation in the amount of $19,044.50 and actual and necessary expenses in the amount of

The Debtors in these chapter 11 cases are : Pacific Energy Resources Ltd., Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Carneros Acquisition Corp., Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Carneros Energy, Inc., and Gotland Oil, Inc.

US_ACTIVE-101130732.2

$3,159.90 for a total allowance of $22,204.40 and payment of $15,235.60 (80% of the allowed fees) and reimbursement of $3,159.90 (100% of the allowed expenses) for a total payment of $18,395.50 for the period of May 1, 2009 through May 31, 2009 (the Monthly Period). In support hereof, Deloitte FAS respectfully represents the follows: BACKGROUND 1. On March 8, 2009 (the Petition Date), the Debtors filed voluntary petitions for

relief under chapter 11 of the Bankruptcy Code. On March 12, 2009, PERL filed a concomitant petition for relief in Canada (the Canadian Proceeding) under the Companies Creditors Arrangement Act (the CCAA). On March 12, 2009, the Supreme Court of British Columbia entered an order which recognized the Chapter 11 cases as a foreign proceeding under the CCAA. 2. The Debtors continue in possession of their properties and continue to operate and

manage their businesses as debtors-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. On or about March 19, 2009, an official committee of unsecured creditors (the Committee) was appointed to this case. 3. 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). 4. Pursuant to the procedures set forth in the Administrative Order, professionals

may request monthly compensation and reimbursement, and the Notice Parties (as defined in the Administrative Order) may make objections to such requests. If an objection to a professionals request is not filed and served within twenty (20) days after service of the monthly fee application, the Professional may file a certificate of no objection, after which the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred

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percent 100% of the requested expenses. 5. Furthermore, the Administrative Order provides that professionals are to file and

serve an interim application for the allowance of the amounts sought in its monthly fee applications for that period. All fees and expense are paid on an interim basis until final allowance by the Court. RETENTION OF DELOITTE FAS 6. The retention of Deloitte FAS, as financial advisors to the Official Committee of

Unsecured Creditors, was approved effective March 26, 2009 by this Courts Order Pursuant to 11 U.S.C. 327(A) and Fed. R. Bankr. P. 2014(A), 2016, and 5002 Authorizing the Employment and Retention of Deloitte Financial Advisory Services LLP as Financial Advisors to the Official Committee of Unsecured Creditors entered on or about June 3, 2009 (the Retention Order). The Retention Order authorized the Committee to employ Deloitte FAS pursuant to an Engagement Letter (the Engagement Letter), dated April 7, 2009, between Deloitte FAS and the Committee. Pursuant to the Retention Order, Deloitte FAS was authorized to perform and to be compensated for professional services and reimbursed for actual and necessary expenses incurred on behalf of the Committee, subject to application to this Court as set forth therein. REQUESTED FEES AND REIMBURSEMENT OF EXPENSES 7. All services for which Deloitte FAS requests compensation were performed for or

on behalf of the Committee. Deloitte FAS has received no payment and no promises for payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Monthly Fee Application. There is no agreement or understanding between Deloitte FAS and any nonaffiliated person for the sharing of compensation to be received for services rendered in these cases. Deloitte FAS received no

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retainer for the services rendered in these cases. 8. Pursuant to the Engagement Letter, it was established that the compensation of

Deloitte FAS shall be presently based on the following hourly rate charges by professional classification, as follows: Professional Staff Level Partner/Principal/Director Senior Manager Manager Senior Associate Associate 9. Hourly Rate $575 $525 $450 $375 $295

In addition to professional fees, Deloitte FASs monthly fee applications will

include requests for reimbursement of reasonable expenses, including travel, meals, report production, and other costs incurred in providing the services. As a component of such monthly fee applications, Deloitte FAS will provide descriptions of the services performed, and the related time expended by each professional. 10. The services rendered by Deloitte FAS during the Monthly Fee Application can

be grouped into categories set forth below. Deloitte FAS attempted to place the services provided in
the category that best related 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 detail identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the professional and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category. To the best of Deloitte FASs

knowledge, this Monthly Fee Application substantially complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. 11. A summary of actual and necessary expenses incurred by Deloitte FAS for the

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Interim Period is attached hereto as part of Exhibit B. Deloitte FAS does not charge for photocopying, out-going facsimile transmissions, or long distance telephone calls on faxes. Deloitte FAS does not charge the Debtors for the receipt of faxes. Deloitte FAS customarily charges for conference call charge expenses. SUMMARY DESCRIPTION OF SERVICES PERFORMED 12. This Monthly Fee Application covers the period May 1, 2009 through and

including May 31, 2009. Deloitte FAS has and may continue to perform additional necessary services subsequent to May 31, 2009, for which Deloitte FAS will file subsequent fee applications. 13. Deloitte FAS believes it appropriate to be compensated for the time spent in

connection with these matters, and sets forth a brief narrative description of the services rendered for or on behalf of the Committee and the time expended, organized by project task categories, as follows: A. 14. Category 24 DIP Facility Matters During the Monthly Period, the Applicant performed detailed analysis in support

of the DIP objection filed by committee legal counsel. The analysis of the DIP served to reduce the amount of fees to be paid by the debtor as a result of the roll-up and also provided for some arguments against various other terms with the intent of increasing the unsecured creditors recoveries. The supporting analysis included benchmarking of recent DIPs to determine

appropriateness of the Pacific Energy DIP pricing and terms. For this analysis Deloitte gathered all of the recent DIPs available and then filtered and analyzed the interest rates, facilities fees, commitment fees, and other related terms and compared them with the Pacific Energy DIP. In addition, Deloitte analyzed all of the pre-petition debt including both debt that is being rolled

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into the DIP and also the second lien to understand all of the transactions associated with those facilities historically and their relevance to this case. In analyzing the roll-up itself, Deloitte analyzed the make-whole payment, conversion fee payment, interest calculations, paid-in-kind interest accrued, DIP operating budget including underlying assumptions, and provided conclusions on the appropriateness of these fees. In drafting the declaration and supporting schedules, Deloitte also analyzed the impact of the fees and interest related to the DIP roll-up versus the fees and interest that would have accrued without the DIP roll-up to illustrate how this arrangement was to the detriment of the unsecured creditors. Deloitte FAS seeks compensation for 28.5 hours of reasonable and necessary fees incurred in the total amount of $14,882.50. B. 15. Category 50 Meetings/Calls with Counsel During the Monthly Period, the Applicant discussed various calls with committee

legal counsel to discuss the case issues and related matters including various analysis in support of the DIP objection, financing, oil and gas reserves, and to provide updates on our progress. Deloitte FAS seeks compensation for 0.7 hours of reasonable and necessary fees incurred in the total amount of $387.50. C. 16. Category 61 Meetings/Calls with Debtor During the Monthly Period, Deloitte met with members of the Debtors

management team as well as Chief Restructuring Officer firm Zolfo Cooper. Deloitte discussed debt facilities and analysis, Alaska and Beta assets and reserves, earn-out payments, makewhole payments and conversion fees. These meetings and calls formed the basis for the

understanding of the DIP budget as much of the underlying assumptions and back-up was not available through court filings. Deloitte FAS seeks compensation for 5.3 hours of reasonable and necessary fees incurred in the total amount of $2,565.00.

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E. 17.

Category 68 - Fee/Expense Applications Staff for Applicant assisted in the preparation of data to be used in creation of

monthly fee application, to be distributed to all parties in interest. These fees are less than one percent of total amount of fees and expenses invoiced as many of the hours spent in connection with the preparation of this fee statement were incurred in June and will be reflected in the next interim fee statement. Deloitte FAS seeks compensation for 4.1 hours of reasonable and necessary fees incurred in the total amount of $1,209.50. These fees are less than one percent of total amount of fees and expenses invoiced. 18. The nature of work performed by these persons is fully set forth in Exhibit A

attached hereto. These are typical hourly rates for work of this character. The reasonable value of the services rendered by Deloitte FAS for the Debtors during the Monthly Period is $19,044.50. REQUESTED COMPENSATION SHOULD BE ALLOWED 19. In determining the amount of reasonable compensation to be awarded, the Court

shall consider, pursuant to 11 U.S.C. 330(a)(3), the nature, extent, and the value of such services, taking into account all relevant factors, including: (A) the time expended on such services, (B) the billing rates for such services, (C) whether such services were beneficial or necessary to the administration of the estate, (D) the complexity of the case or the nature of the task handled by the professional, and (E) the costs of comparable professional services. See 11 U.S.C. 330(a)(3)(A)-(E). WHEREFORE, Deloitte FAS respectfully requests that, for the period May 1, 2009 through May 31, 2009, a monthly allowance be made to Deloitte FAS for compensation in the amount of $19,044.50 and actual and necessary expense in the amount of $3,159.90, and payment of $15,235.60 (80% of the allowed fees) and reimbursement of $3,159.90 (100% of the

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allowed expenses) be authorized for a total payment of $18,395.50, and for such other and further relief as this Court may deem just and proper. DATED: June 23, 2009 Respectfully submitted, DELOITTE FINANCIAL ADVISORY SERVICES LLP By: Curtis A. McClam Restructuring Principal 350 South Grand Ave, Ste. 200 Los Angeles, CA 90071 Telephone: 213-688-5141

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Pacific Energy Resources

COMPLETE ACCOUNTING OF TIME BY CATEGORY BY DATE

May 01, 2009 through May 31, 2009 DATE 24

5/6/2009 KENJEF 5/7/2009 GODSAM Review and compare Society of Petroleum Evaluation Engineers report adjustments to sensitivity schedules and Alaskan Operations reports. Amend summary for adjustment factors and tying out summary sensitivity schedule to supporting data. Review and summarize Alaskan Operations reports. Review reserve information and update Zolfo Documents. Review revised declaration. Review filings, analysis, and related documents in preparation of testimony to support Committee's objection to DIP financing, scheduled for May 13th. Address additional concerns from Steptoe & Johnson. Review and continue to reconcile first lien debt. Additional review of first lien Beta agreement. Work on analysis of sensitivity analysis and clarify issues for attorneys. Review missing pieces of information in preparation for my testimony; compile notes and continue to prepare for testimony. Review actual to budget analysis. Research into sections of DIP to find sentences. Make additional edits and review of declaration. Analysis of conversion fee language. Review DIP documents and prepare for the hearing, including review of appendix of motion. Research cash and interest payments 90 days prior to petition date. $450.00 0.6 $270.00 Review new reserve information. $575.00 0.8 $460.00

DESCRIPTION DIP Facility Matters

RATE

HOURS VALUE

GODSAM

$450.00

2.2

$990.00

GODSAM KENJEF SWARAM 5/10/2009 MCCCUR

$450.00 $575.00 $525.00 $575.00

1.5 2.9 0.8 2.5

$675.00 $1,667.50 $420.00 $1,437.50

5/11/2009 SWARAM SWARAM SWARAM 5/12/2009 GODSAM 5/14/2009 MCCCUR $575.00 1.8 $1,035.00 $450.00 2.1 $945.00 $525.00 $525.00 $525.00 0.9 2.1 2.2 $472.50 $1,102.50 $1,155.00

SWARAM SWARAM SWARAM SWARAM 5/18/2009 SWARAM

$525.00 $525.00 $525.00 $525.00 $525.00

2.2 0.9 0.8 2.4 1.4

$1,155.00 $472.50 $420.00 $1,260.00 $735.00

5/19/2009 SWARAM $525.00 0.4 28.5 $210.00 $14,882.50

Sub-Total for DIP Facility Matters (18 detail records)

50

Meeting w/Counsel
Page 1 of 3

Tuesday, June 23, 2009

Pacific Energy Resources

COMPLETE ACCOUNTING OF TIME BY CATEGORY BY DATE

May 01, 2009 through May 31, 2009 DATE

5/11/2009 MCCCUR Prepare for and conference call with J. Taylor and R. Swamy to review questions regarding my testimony and preparation for testimony. Prepare for and conference call with J. Taylor and C. McClam to review questions regarding my testimony and preparation for testimony. $575.00 0.4 $230.00

DESCRIPTION

RATE

HOURS VALUE

SWARAM

$525.00

0.3

$157.50

Sub-Total for Meeting w/Counsel (2 detail records)

0.7

$387.50

61
5/6/2009

Mtgs/Calls w/Debtor
GODSAM Review and discussion with Z. Cooper and R. Swamy regarding sensitivity analyses conducted by management and Z. Cooper. Discussion with Z. Cooper and S. Godwin regarding sensitivity analyses conducted by management and Z. Cooper. Discussion with R. Swamy and Z. Cooper regarding changes for Beta assets. Discussion with S. Godwin and Z. Cooper regarding changes for Beta assets. $450.00 2.6 $1,170.00

SWARAM

$525.00

2.1

$1,102.50

5/8/2009 GODSAM SWARAM $450.00 $525.00 0.3 0.3 5.3 $135.00 $157.50 $2,565.00

Sub-Total for Mtgs/Calls w/Debtor (4 detail records)

68
5/20/2009

Fee/Expense Applications
DUNSEA Edit supporting schedules for fees and prepare emails requesting updated schedules of same. Respond to e-mails regarding supporting schedules and update comments accordingly. $295.00 2.8 $826.00

5/21/2009 DUNSEA $295.00 1.3 4.1 $383.50 $1,209.50

Sub-Total for Fee/Expense Applications (2 detail records)

Tuesday, June 23, 2009

Page 2 of 3

Pacific Energy Resources

COMPLETE ACCOUNTING OF TIME BY CATEGORY BY DATE

May 01, 2009 through May 31, 2009 DATE DESCRIPTION

For Current Services Rendered

RATE

HOURS VALUE
38.6 $19,044.50

Recapitulation Timekeeper DUNIGAN, SEAN MICHAEL GODWIN, SAMUEL J SWAMY, RAMESH KENNEDY, JEFFREY W MCCLAM, CURTIS A Total Current Work Balance Due Hours 4.10 9.30 16.80 3.70 4.70 Rate $295.00 $450.00 $525.00 $575.00 $575.00 Total $1,209.50 $4,185.00 $8,820.00 $2,127.50 $2,702.50 $19,044.50 $19,044.50

Tuesday, June 23, 2009

Page 3 of 3

Pacific Energy Resources

COMPLETE ACCOUNTING OF EXPENSE BY EXPENSE BY DATE

May 01, 2009 through May 31, 2009 DATE

5/6/2009 5/6/2009 5/6/2009 5/7/2009 5/12/2009 5/12/2009 5/12/2009 5/13/2009 5/17/2009 5/17/2009 5/17/2009 5/17/2009 5/17/2009 5/18/2009 5/18/2009 5/18/2009 5/18/2009 5/18/2009 5/19/2009 5/19/2009 5/19/2009 5/19/2009 5/20/2009 5/20/2009 5/20/2009 5/20/2009

CATEGORY STAFF
179 179 234 234 179 179 234 234 185 185 187 187 191 185 185 187 187 234 185 185 187 187 179 187 187 191 MCCCUR SWARAM MCCCUR KENJEF MCCCUR SWARAM MCCCUR MCCCUR SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM SWARAM

AMOUNT
$203.00 $203.00 $2.38 $0.56 $203.00 $203.00 $1.88 $0.32 $141.00 $19.91 $50.71 $24.47 $77.69 $141.00 $19.91 $5.00 $48.00 $1.50 $141.00 $19.91 $5.42 $41.85 $1,513.58 $10.67 $3.45 $77.69 $3,159.90 $3,159.90 $3,159.90

DESCRIPTION
Change fee/reticketing fee for C. McClam Change fee/reticketing fee for R. Swamy Verizon conference charges for C. McClam. Verizon conference charges for J. Kennedy. Change fee/reticketing fee for C. McClam Change fee/reticketing fee for R. Swamy Verizon conference charges for C. McClam. Verizon conference charges for C. McClam. Hotel room charge for R. Swamy in Los Angeles, CA Hotel tax for R. Swamy in Los Angeles, CA Dinner for R. Swamy in Los Angeles, CA. Lunch for R. Swamy in Los Angeles, CA. Taxi charges from airport for R. Swamy. Hotel room charge for R. Swamy in Los Angeles, CA Hotel tax for R. Swamy in Los Angeles, CA Breakfast for R. Swamy in Los Angeles, CA. Dinner for R. Swamy in Los Angeles, CA. Verizon conference charges for R. Swamy. Hotel room charge for R. Swamy in Los Angeles, CA Hotel tax for R. Swamy in Los Angeles, CA Breakfast for R. Swamy in Los Angeles, CA Dinner for R. Swamy in Los Angeles, CA. Airfare for R. Swamy to Delaware Lunch for R. Swamy in Los Angeles, CA. Snack for R. Swamy in Los Angeles, CA. Taxi charges to airport R. Swamy.

Total Expenses Total Current Work Balance Due

Tuesday, June 23, 2009

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