Académique Documents
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In re:
Chapter 1 i
) )
) )
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
I, F. Christopher Austin, hereby declare that the following is true to the best of my
knowledge, information and belief:
1. I am an attorney with the firm of Greenberg Truarg, LLP (the "Firm")
which maintains offces at 3773 Howard Hughes Parkway, Suite 400 North, Las Vegas, Nevada
891 69.
captioned debtors and debtors in possession (the "Debtors") to retain certain professionals in the
ordinary course of business during the pendency of the Debtors' chapter i i cases (the "Chapter
i i Cases").
i The Debtors in these cases, along with the last four digits of each of the Debtor's federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax L.D. ff not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(702 i); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463), The mailing address for all of the Debtors is i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90208.
3. The Firm, through me, and members of the Firm, have represented and
advised the Debtors as lawyers with respect to a broad rage of aspects of the Debtors' business
including representation in lawsuits fied against the Debtors, since about January of 2008.
4. The Debtors have requested, and the Firm has agreed, to continue to
provide services to the Debtors pursuant to section 327 of chapter 11 of title 1 i of the United
States Code (the "Bankptcy Code") with respect to such matters, Additionally, the Debtors
have requested, and the Firm proposes to render. the following services to the Debtors:
representation in the matter titled "GZF Poly Oil Limited, et. al. v. Pacific Energy Resources,
Ltd., et. aI., at the Distrct Court of Limassol, Republic of
5. The Firm's current customar hourly rates, subject to change from time to
time, are $150.00 per hour to $675 per hour. In the normal course of
its regular hourly rates on Januar i sl of each year and requests that, effective January 151 of each
year, the aforementioned rates be revised to the regular hourly rates which wil be in effect at that
time.
by the Offce of the United States Trustee with respect to the matters upon which it is to be
engaged, and the Firm does not, by reason of any direct or indirect relationship to, connection
with, or interest in the Debtors, hold or represent any interest adverse to the Debtors, their estates
or any class of creditors or equity interest holders.
2
68773..()!DOS DE: 145621.2
the magnitude of the Debtors' potential universe of creditors and the Firm's clients, the Firm
may have in the past represented, currently represent, and may in the future represent entities that
are claimants of the Debtors in matters entirely unrelated to the Debtors and their estates. The
Firm does not and wil not represent any such entity in connection with these pending Chapter 11
Cases and does not have any relationship with any such entity, attorneys or accountants that
would be adverse to the Debtors or their estates.
8. In the past year, the Firm has rendered services that have not yet been
biled or that have been biled but with respect to which payment has not yet been received. The
Firm is currently owed $400.00 on account of such prepetition services. The Firm is currently
owed $6,173.00 for postpetition services.
9. In light of the foregoing, I believe that the Firm does not hold or represent
any interest materially adverse to the Debtors, their estates, creditors, or cquity intercst holders,
as identified to the Firm, with respect to the matters in which the firm wil be engaged.
i O. Except as set forth herein, no promises have been received by the Firm or
any parner, associate or other professional thereof as to compensation in conncction with these
Chapter I i Cases other than in accordance with the provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Rules of Bankrptcy Pnictice and Procedure
of the United States Bankruptcy Court for the District of Delaware, and orders of
this Court.
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LV 418,766,881v1 July 30. 2009
11. The Fim1 further states that it has iiot shared, nor agreed to share any
compensation received in connection with these Chapter II Cases with anOlhcr pany or person.
other than as pcnnitted by section 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016.
12. To the extent that the Debtors and he Firm arc party to an engagement
agreement and contemplate that the terms and conditions of that agreement will govern this
engagement. a copy of the agreement is attached to this Alldavit.
The foregoing constitutes the slatement of the Firm pursuant to seciions 329 and
504 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 20 16( b).
I declare under penalty of perjury under the laws of the United Siates of America
thai the foregoing is true and correct.
F. CHRISTOPHER AUSTIN. ESQ. GREENBI:RG TR/\URIG. LLP 3773 l-oward I lughcs Pkwy., Stc. 400 North
4
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3433 14189813350
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PABES SENT
RESUL T
Grenberg
Traurlg
In Reir
~=ow
Febiuary 12, 2008
Dear Vladimir:
~ ft oa'
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AM\lI
IoX'A WU
l'U\,
this lettr sets fort the term of our relationship as atomey and client. !wi""
Grenberg Traurl, LLP (th "fonll, we" or DU8") win represent and advise Pacic DnAW
Energy Resourc, L TO, and It offcers and directors (collectely, AyoUW) in \lI
connBcUon wi the lawsuit flied by GZF Poly Oil Umlted, Zoran Savlcic, and roar~E
Ocellus Co. Ltd, In Cyprus against Pacifc Enery, two of it offcera and a ~
member of its board (Vdimir Kati, Darrn Katic, and Mlroslav Vukovic, I&\YH..\
respectely). Cypriot Cai. No. 641712007 (the "Matte". Unless otherwise WN' agre In wrng, the terms descbed in thIs leUer wil also apply to any IAHJ.f\
additional mattrs that we handle on your behalf at your direion. tO
HUH'
If this agreent is accptable to you, please sign and retum the onglnal to th firm. this letter may be signed In counterparts, eaoh of which may be
- 1"1
I''W
oa ~""lJ
nGHoI CO/HIY
Greenberg
Traurig
In Reply;
Dear Vladimir:
This letter sets forth the terms of our relationship as attorney and client. Greenberg Traung, LLP (the "firm", we" or "us") wil represent and advise Pacific Energy Resources, L TO, and its offcers and directors (collectively, "you") in
connection with the lawsuit filed by GZF Poly Oil Limited, Zoran Savicic, and
Ocellus Co. Ltd, in Cyprus against Pacific Energy, two of its offcers and a
member of its board (Vladimir Katic, Darren Katic, and Miroslav Vukovic, respectively), Cypriot Case No. 6417/2007 (the "Matter"). Unless otheiwise
agreed in writing, the terms described in this letter will also apply to any
additional matters that we handle on your behalf at your direction.
If this agreement is acceptable to you, please sign and return the original
to the firm, This letter may be signed in counterparts, each of which may be
deemed to be an original, but which together wil be deemed to constitute a single document. The copy is for your records. At such time as you execute and
return this letter agreement, it becomes a binding agreement between us.
RA rES
You agree to pay our fees for legal services, which are primarily
determined by multiplying the number of hours we spend working on your case
by the hourly rates then in effect for the attorney, paralegal or legal assistant
providing services. Currently, these rates vary from $150 per hour to 5575 per hour. We review our hourly rates annually and any changes normally become effective on January 151. However, if an attorney's anniversary date with the firm
is other than January 151, they may occur at another time, I would be the primary
LV418.661.0~1;~'jtP.~,ii" 1"'11"""'''1''11 ~,i.., 13773 It",..,,,: it.,.: ,... 1""..,..1. .,. ','" I
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attorney responsible for representing you. My current hourly rate is $375 per hour. It may be necessary, or desirable, from time-to-time to utilze other
attorneys and personnel employed by or associated with us In order to perform the services you require. Whn the services of others are required, it generally is
our policy to make assignments of the available personnel who may most
effctively peorm such services at the least expense to you.
In additon to fees for services, you agree to pay all direct costs incurred on your behalf, and for certin in-house administrative services. Expenses such
retained on your behalf, charges for transcripts. depositions. long distance charges, parking, and travel expenss wil generally be biled at the actual cost
Incurred by us. Expenses such as document reproduction, on-line computer searches, facsimile charges. word processing, and staff overtime required to
meet your proposed deadlines and courier services wil be charged at our
standard rate In effect at the time the expenses are incurred.
BILLING PRACTICES
We will submit bills to you on a monthly basis, shortly after services are rendere, so that you will have a ready means of monitoring and controllng the expenses you incur. Our bils are itemized, listing the services performed by date, time required and the attorney or legal assistant penormlng the services. If,
immediately so we may assist you In evaluating how they might be curtailed. When we do not hear from you, we assume that you have approved the overall
level of actit on our part in the matter on your behalf.
RETAINER
Our firm's services are based upon a retainer fee, which is deposited into our client trust account. At the end of each month, when we provide the billing
statement to you, we wil draw the biled account from the client trust account funds. You are responsible for maintaining the trust account balance at the
retainer level we have requested at all times. It Is your obligation to pay any
outstanding bils and replenish the retainer upon receiving your biling statement. will be $10.000.00. The retainer In this particular matter
ESTIMATES
You may, frm tlme-to-tlme, receive an estimate of the fees and expenses
likely to be Incurred by you In connection wit the legal services we are providing. An estimate Is not a fixed fee, and does not constitute a commitment by us to
LV 41B.H1,OlBv Z/11
perform legal seNices for that amount, or an obligation by you to pay that
In the event that any monthly statement rendered by us to you Is not paid
within thirt (30) days of the date sent, or the retainer Is not replenished, then a
late charge of one and one-half percent (1-112%) per month, or eighteen percent
will be relieved of the responsibilty of performing further work on your behalf as permitted by any applicable law regulating our conduct as attorneys.
(18%) per annum shall acce on the amount then due until it is paid, and we
Of course, you may terminate this agreement for any reason, at any time
whatsoever, by written instructions, in which event you wil remain responsible for
the payment of any fees and expenses incurred prior to the date of such
termination. We may terminate this agreement If we believe there are ethical
concerns or Issues between us that cannot be resolved, or if you have failed to follow our advice and directives, or failed to pay the attorneys fees.
ARBITRATION OF DISPUTES
We appreciate the opportunity to serve you as attorneys, and look forward
that for any reason you become dissatisfied with the fees charged, or the
seNices we have performed, we encourae you to bnng that to our attention
Immediately. We will do the same If we perceive a problem with the
representation.
It is our belief that most problems can be resolved by good-faith
discussions between the parties. Neverteless, it Is always possible that some disputes may arise that cannot be resolved by discussion between us. We believe that such disputes can be resolved most expeditiously and with less
expense to all concerned by binding arbitration rather than court action. Arbitrtion Is a process by which both parties to a dispute agree to submit the
matter to a judge or arbiter who has an expertise in the area, and to abide by the arbiter's decision. In arbitration, there Is no riht to a trial by jury and the arbiter's
legal and factual determinations are generally not subject to appellate review.
Rules of evidence and procure are often less formal and rigid than In court
LV 418.61,OfBv 2/2100
Gree Traig. UP
should advis us before signing this letter so that we may discuss the matter. In addition, you are free to discuss the advisabilty of arbitration with other counsel or advisors.
By signing this ietter, you agre that in the event of a dispute arising out of, or relating to, this agreement, our relationship, or the services performed, the
that the arbiter limit the amount or scope of discovery, and in determining
whether to do so, the arbitrator shall balance the need for discovery against the
parties' mutual desire to resolve the dispute expeditiously and inexpensively.
The prevailng part shall be entiled to recver all the reasonable attorney's fee,
costs of experts, direct expenses and costs.
This agreement will not take effect, and we wil have no obligation to
provie legal services to you until you return a signed copy of this agreement,
together with the retainer fee. However, the effective date of thIs agreement wil be considered to be retroactive to the date we first provided legal services to you.
Even in the event that this agreement 18 not signed and returned by you, you wil
be obllgated to pay the reasonable value of any services we may have perfonned for you at your direction.
casinos throughout Southem Nevada, as well as numerous producton companies, Inventors, entertinment agencies and the like. In addition, such companies often affliate wi other companies (as a parent, subsidiary or other
common ownership relationship) which may, or may not, be directly involved In
you, we will obtain confidential information. We are not able, and wil not,
disclose any confidential informatin that we obtain about you without your prior consent. Similarly, we are unable to disclose to you any confidential Information we obtain from other clients whom we are representing, or have represented in
LV 418,181,09"'1 ZJ1l
which you may be adverse to one of these businesses with which we have an attorney-client relationship in other, unrelated, matters. If you have any concerns about our ability to represent you under these circumstances, please do not execute this letter until you have had an opportunity to discuss and resolve these
concerns with us, and have spoken to other independent counseL.
By executing this letter, you acknowledge that we have disclosed to you the fact that we represent, and wil represent in the future. clients who directly, or
interest or conflict. Further, this consent does not permit us to use any
confidential information obtained during the course of our representation of you in any matter,
GREENBERG TRAURIG
. ~.# "-.. .,~, . ~
F. Christopner Austin
Terms and conditions contained herein are agreed upon and consented to by:
Vladimir A. Katie
Vladimir A. Katic
Darren Katie
LV 41B,6tll,098vf 2/11100B
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)
AFFIDAVIT OF SERVICE
STATE OF DELAWARE )
) ss:
Debtors in the above-captioned action, and that on the 4th day of August, 2009 she caused a copy
of
the following document(s) to be served upon the paries on the attached service lists in the
manner indicated:
Disclosure Affidavit of Ordinary Course Professional F. Christopher Austin of Greenberg Traurig, LLP
~~~
Notary Public
Commission Exp.:
DOCS_DE:ISI624.1
DEBR L. YO
NOTAR PU1C
/1
STATE OF DELAWARE
..1 CO""fl~ ..~ J4l 18.20'1
i 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 mailng address for all of
13 - Hand Delivery
42 - 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 Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899
Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, 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., 11 th Floor
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, P A
Citizens Bank Center, Suite 1401
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC
Hand Delivery
13 13 Market Street
Wilmington, DE 19899
Hand Delivery (Counsel for Marathon Oil Company) Kevin J, Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP 11 05 North Market Street, Suite 16th Floor Wilmington, DE 19801 Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A.
500 Delaware Avenue, Suite 14 i 0
District Director Internal Revenue Service 31 Hopkins Plaza, Room i 150 Baltimore, MD 21201
Wilmington, DE 19801
SWEPI LP
Washington, DC 20549
Washington, DC 20554
Bankptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225
John 1. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071
Baltimore, MD 21209
Greenwich, CT 06830
E. Kathleen Shahan, Esquire U.S. Department of Justice 1100 L Street, NW Washington, D.C. 20005
Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067
Anchorage, AK 99501
Region
755 Parfet Street, Suite 151
Lakewood, CO 80215
Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203
the Americas