10000015492

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Chapter i 1
PACIFIC ENERGY RESOURCES LTD., et al.,i Case No. 09-10785(KJC)
Debtors.
(Jointly Administered)
Objections Deadline: August 31, 2009 at 4:00 p.m. Hearng Date: Only If Objections Are Timely Filed
FOURTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 1.2009 THROUGH JUNE 30. 2009
Name of Applicant: Authorized to Provide Professional
Services to:
Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
Period for which Compensation and

Reimbursement is Sought:
entered on or about May 1, 2009

June 1, 2009 though June 3 i, 20092
Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary:
This is a:
$148,667.50
$ i 96.50
~ monthy
interim
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta 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 the Debtors is 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802. 2 This application may include time expended before the time period indicated that has
not been included in any prior application. The applicant reserves the right to include any
time expended in the time period indicated above in futue appIication( s) if it is not
2123/023353-003 i
1026902.01 a08/07/09
The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
PRIOR APPLICATIONS FILED

Requested
Requested
$1,389.62
6/24/09 Monthly
Approved
$82,186.00
Approved
$1,389.62
$10,542.35
$124,537.50
$120,99.50
$10,542.35
$372.81
$99,630.00 Pending
Pending
7/10/09 Monthly
7/14/09 Quarerly
Pending
$348,269.50
$12,304.78
Pending
RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that
I .i i Penelope Parmes
Name of Professional
Position, Prior Relevant
Hourly,
Experience, Year of
Ob~aining License to
Biling
Rate (including
$625.00
Total Hours
Total
$875.00
Parer since 1998;
Member of CA Bar since

1 982Chair of Ruta's
Gregg Amber
Financial Practice Grou

Partner since 1998;
Member of CA Bar since 1981; Member of Co orate L w Grou

James O'Neal
Parer since 1997;
$550.00
56.4
$3 i ,020.00
Mark Frazier
Member of the Bar since 1969; Member of Co r L Parer since i 990; Member of CA Bar since
1982; Head of Ruta's
$550.00
0.3
$165.00
$450.00
0.4
$180.00
Cristy G. Parker
Tri I De
ent
Parer since 1998;
Member of CA Bar since 1995; Member of Corporate Law Group
$450.00
106.0
$47,700.00
included herein.
2123/023353-0031
1026902.01 308/07109
-2-
Position of the Applicant, Number of Years in that
i
Position, Prior Relevant
Hourly,
Experience, Year of Obtaining License to

i
Biling Rate
(including
$380.00
Total Hours
')
Total
i
Mattew Grimshaw
Associate since 2002;
Member of CA Bar 2000; Member of Financial P

Edson McClellan
5.1
$ 1,938.00
Parner since 2008 Labor
& Employment; Member
$375.00 $375.00
5.5
$2,062.50
$53,062.50
of
Garett Sleichter
A Bar since 19 8
Rushika Kumararatne
Shigenobu Itoh
Member of CA Bar since 2004; Member of C orate Law Gr u

141.5
Member of CA Bar since 2006; Member of

$325.00
25.4
$8,255.00
Member of CA Bar since 2005; Member of Co orate Law Grou
$325.00
6.2
$2,015.00
Catherine Parsons
Laurie Biegel
Member of CA Bar since 2007

Paralegal since 2002;
$250.00
$215.00
3.6
2.3
$900.00
Member of Corporate Law Grou
$494.50
Grand Total: Total Hours:
Blended Rate:
$ 148,667.50 354.1 $ 419.85
COMPENSATION BY CATEGORY
5.1 6.1
100.8 149.2 55. 10.9 0.8
2123/023353-0031
1026902.01 a08/07/09
-3-
EXPENSE SUMMARY
Total
Ex
4.40 $117.75
Dated: August jQ 2009
RUTAN & TUCKER, LLP
~NO.-;4774)
611 Anton Boulevard, Foureenth Floor Costa Mesa, California 92626- 1 93 1
Telephone: 714-641-5100' Facsimile: 714-546-9035
Email: ppares~ta.com
Attorneys for Debtor
3 Rutan may use one or more service providers. The service providers identified herein
below are the primary service providers for the categories described.
21231023353-0031 1026902.0 i 308/07/09
-4-

In re
Chapter 1 i
PACIFIC ENERGY RESOURCES LTD., et al.,!

Debtors.
Case No. 09- I 0785(KJC) (Jointly Administered)
Objections Deadline: August 31,
2009 at 4:00 p.m.
Hearing Date: Only If Objections Are Timely Filed
FOURTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PEIUOD FROM JUNEL. 2009 THROUGH JUNE 30. 2009
Pursuant to sections 330 and 331 of Title i i of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankptcy Procedure
(collectively, the "Bankruptcy Rules"), and the Court's "Administrative Order Under i i
U.S.C. 105(A) and 33 i Establishing Procedures for Interim Compensation and

Expense Reimbursement of Professionals and Committee Members," entered on or about
April 8, 2009 (the "Administrative Order"), Rutan & Tucker LLP ("Rutan" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Fourth Monthly Application for Compensation and for Reimbursement of
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 1.0. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 i); San Pedro Bay Pipeline Company (i 234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-003 i
102695701308/07/09
Expenses for the Period from June 1, 2009 through June 30, 2009 (the "Application").
By this Application Rutan seeks a monthly interim allowance of compensation in

the amount of
$148,667.50 and actual and necessary expenses in the amount of$196.50
for a total allowance of $148,864.00, and payment of $ 1 18,934.00 (80% of the allowed
fees) and reimbursement of$196.50 (100% of
the allowed expenses) for a total payment
of $119,130.50 for the period June 1,2009 through June 30, 2009 (the "Interim Period").
In support of this Application, Rutan respectfully represents as follows:
Backeround
i. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

petitions for relief under chapter 1 1 of the Bankrptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections 11 07(a) and 1 i 08 of the Bankuptcy 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).
3. On or about April 8,2009, the Court entered the Administrative Order,
authorizing certain professionals ("Professionals") to submit monthly applications for
interim compensation and reimbursement for expenses, pursuant to the procedures

specified therein. The Administrative Order provides, among other things, that a
Professional may submit monthly fee applications. If no objections are made within
twenty (20) days after service of the monthly fee application the Debtors are
2123/023353.0031 1026957.01308/07/09
-2-
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 3 i, 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 Rutan, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Court's "Order
Granting Debtors' Application Pursuant to Sections lOS(A), 327, 328, and 330 of the
Bankruptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May
i, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be
compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses.
RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES
Compensation Paid and Its Source

5. All services for which Rutan requests compensation were performed for
or on behalf of
the Debtors.
6. Rutan 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 Rutan and any other person other than the
partners of Rutan for the sharing of compensation to be received for services rendered
2 i 23/023353-003 I
1026957.01308/07/09
-3-
in this case.
7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incurred by
Rutan on the Debtors' behalf. Rutan received payments from the Debtors during the
year prior to the Petition Date in the amount of $2,437, 169.16. After the Petition Date,
Rutan obtained the Court's permission to draw on its pre-petition retainer to pay the
amounts owing to it as of the Petition Date. The balance of the prepetition retainer
was credited to the Debtors and is being utilized as Rutan's retainer against
postpetition fees and expenses pursuant to the compensation procedures approved by
this Court and the Bankruptcy Code.

8. This is Rutan's fourth monthly fee application. In its first monthly fee
application (for the period of March 9, 2009, to March 31, 2009), Rutan sought
approval of$102,732.50 in fees and $1,389.62 in expenses. Under the Administrative
Order, Rutan received approval of$82,186.00 in fees and $1,389.62 in expenses with
respect to its first monthly fee application. In its second monthly fee application (for
the period of April 1,2009, to April 30, 2009), Rutan sought approval of $124,537.50
in fees and $10,542.35 in expenses. Under the Administrative Order, Rutan received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its third fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses. The
third application remains pending.
9. Rutan's billing statements for the Interim Period are attached hereto as
Exhibit A. These statements contain daily time logs describing the time spent by each
2 i 23/023353-003 J 1026957.0 I 308/07/09
-4-
attorney and paraprofessional during the Interim Period. To the best of Rutan's
knowledge, this Application complies with sections 330 and 331 of the Bankptcy
Code, the Federal Rules of Bankptcy Procedure, this Court's Local Rules, and the
Administrative Order. Rutan's time reports are either (a) initially handwritten by the
attorney or paralegal perfonning the described services and then entered into Rutan's
computerized billing program by an administrative assistant or (b) entered directly into
Rutan's computerized billing program by the attorney or paralegal performing the
described services. The time reports are then organized on a daily basis. Rutan is
sensitive to issues of "lumping" and, unless time was spent in one time frame on a
variety of different matters for a particular client, separate time entries are set forth in
the time reports. Rutan's 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 Bankuptcy Code.
Actual and Necessary Expenses
i O. A summary of actual and necessary expenses incurred by Rutan for the

Interim Period is attached hereto as part of Exhibit A.
1 i. Rutan charges $0. i 0 per page for photocopying expenses related to
cases, such as this one, arising in Delaware. Rutan'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.
Rutan summarizes each client's photocopying charges on a daily basis.
12. Rutan charges $1.00 for the first page and $0.50 for each additional
page of out-going facsimile transmissions. There is no additional charge for long
2 i 23'023353-0031 1026957.01 308/07/09
-5-
distance telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Rutan's calculation of the actual costs incurred by Rutan for the machines,
supplies, and extra labor expenses associated with sending facsimile transmissions and
is reasonable in relation to the amount charged by outside vendors who provide similar
services. Rutan does not charge the Debtors for the receipt of faxes in this case.
L
13. ~ With respect to providers of on-line legal research services (~,
LEXIS and WESTLA W), Rutan charges the standard usage rates these providers
charge for computerized legal research. Rutan bils its clients the actual amounts
charged by such services, with no premium. Any volume discount received by Rutan
is passed on to the client.
i 4. Rutan believes the foregoing rates are the market rates that the majority
of law trms charge clients for such services. In addition, Rutan 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
15. The names of the partners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and
case management assistants of Rutan who provided services to these attorneys during
the Interim Period, are set forth in the attached Exhibit A.
16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to various corporate
and litigation matters in connection with the Debtors' bankruptcy cases, and
2123/023353-0031 102695701.0&/07109
-6-
performed all necessary professional services which are described and narrated in
detail below. Rutan's efforts have been extensive due to the size and complexity of
the Debtors' bankuptcy cases.
Summary of Services by Proiect
17. The services rendered by Rutan during the Interim Period can be
grouped into the categories set forth below. Rutan 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, which idcntifies the attorneys 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.
A. General Case Administration
18. During the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) analyzed issues relating potential claims and creditor
assertions; (3) participated in case strategy sessions; (4) analyzed issues relating to
objections to various motions; and (5) communicated with and advised the Debtors.
Fees: $8,099.50; Hours: 16.7
B. Fee Application
19. ' During the Interim Period; the Firm, among other things, prepared its
monthly fee application and supporting documentation.
Fees: $ 1,938.00; Hours: 5.1
2123/023353-0031
1026957.01.08/07/09
-7-
c. Corporate Governance
20. 'During the Interim Period, the Firm, among other things: (i) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and
analyzed doellments; and (3) updated and helped maintain the Debtors' corporate
.
books and records.

Fees: $2,299.50; Hours: 6. i
D. Alaska Asset Sale

2 I. During the Interim Period, the Finn, among other things: (i) performed
work in connection with a potential sale of certain of the Debtors' assets located in
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain
of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential
purchasers to do due diligence in connection with potential sales of assets; (4)

communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due diligence with respect to the potential
sale of certin of Debtor's Alaska assets; and (6) communicated with and advised the
Debtors with respect to the potential sale of certain of its Alaska assets.
Fees: $43,167.50; Hours: 100.8
E. Beta Asset Sale
22. During the Interim Period, the Firm, among other things: (1)
maintained an online data-room to allow potential purchasers to do due diligence in
connection with potential sales of assets; (2) reviewed and analyzed documents for
posting in the data-room; (3) communicated and corresponded regarding potential

sales of assets; (4) drafted and revised a purchase and sale agreement for the potential
Beta transaction; (5) analyzed issues relating to potential sale of assets; (6)
2123/023353-0031
i 026957.01 308/07/09
-8-
communicated with and advised the Debtors with respect to the potential sale of
certain assets.
Fees: $59,097.50; Hours: 149.2
F. Financin2
23. During the Interim Period, the Firm, among other things: (1) analyzed
issues relating to an amendment to the terms of the debtor-in-possession financing
transaction; (2) negotiated and drafted an amendment to the debtor-in-possession
credit facility; (3) analyzed issues relating to potential transactions; (4) drafted and
revised term sheets relating to potential transactions; (5) analyzed issues relating to
potential transactions; (6) drafted and revised a terms sheet relating to potential
transactions; (7) participated in negotiations with respect to potential transactions; (8)

communicated with and advised the Debtors regarding various proposed transactions.
Fees: $26,720.00; Hours: 55.5
G. General Corporate Issues
24. During the Interim Period, the Firm, among other things: (i) reviewcd
and analyzed documents; (2) analyzed labor and employment issues; (3) drafted
employment-related agreements; and (4) communicated with and advised the Debtors
regarding corporate law issues.
Fees: $3,808.00; Hours: 10.9
H. Confidentiality A2recmcnts
25. During the Interim Period, the Firm, among other things: (i) ncgotiated
and drafted numerous confidentiality agreements in connection with the potential sale
of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors
regarding confidentiality issues; and (3) corresponded and communicated with
2123/023353-003 i
1026957 01 308/07/09
-9-
potential purchasers regarding confidentiality issues.

Fees: $2,235.00; Hours: 6.6
i. General Contract Review And Preparation
and analyzed documents; (2) corresponded and communicated with respect to account
control agreements and indemnity agreements; (3) reviewed and analyzed insurancerelated disclosure agrccments; and (4) communicated with and advised the Debtors
regarding certain contracts.

Fees: $817.50; Hours: 1.9
J. Securities Issues
27. During the Interim Period, the Firm, among other things: (1)
communicated with a holder of restricted securities; and (2) analyzed issues relating to
Debtor' restricted securities.
Fees: $225.00; Hours: 0.5
K. Acme Well
and analyzed documents relating to an oil well the Debtors operate, but do not
own; (2) communicated with the well's owners; and (3) communicated with the
Debtors' regarding well-related issues.
Fees: $260.00; Hours: 0.8
Valuation of Services
29. Attorneys and paraprofessionals of Rutan expended 354.1 hours in
connection with their representation of the Debtors during the Interim Period, as
follows:
2113/023353-003 i
1026957.01 a08;07.'09
-10-
RUT AN PROFESSIONALS
Position of the Applicant, Number of

Years in that Position,
Prior Relevant
Penelope Parmes
Experience, Y car of Obtaining License to Practice, Are of

Parner since 1998;
Hourly,
Biling
Rate (including
$625.00
Total Hours
Total

1982 Chair of Rutan's
Financial Practice Gro

Gregg Amber
Partner since 1998;
Membcr of CA Bar since

1981; Member of
$550.00
56.4
$31,020.00
Co orate L w
James O'Neal
ou
Partner since 1997;
Member of CA Bar since 1969; Member of Co or te Law Gr u
$550.00
0.3
$165.00
Mark Frazier
Partner since 1990;

1982; Head of Rutan's
$450.00
0.4
$180:o
$47.700.00
Trial De
ment
Cristy G. Parker
Partner since 1998;
Member ofCA Bar since i 995; Member of

0
$450.00
106.0
or te Law Grou
Matthew Grimshaw
Associate sincc 2002;
Member of CA Bar since 2000; Member of Finan ial Practice Grou

Edson McClellan
$380.00
5.1
$1,938.00
Partner since 2008;
Member of CA Bar since 1998; Member of Labor &

Garett SJeichter
$375.00
5.5
$2,062.50
Em 10 'ment Gro Associate since 2004;
Member orCA Bar 2004; Member of Corporate

Law Grou
$375.00
141.5
$53,062.50
Rushika
K umararatne
Member of CA Bar since 2006; Member of Co or te L w Grou

Associate since 2007 ;
$325.00
25.4
$8255.00
Shigenobu Itoh i
--.._._-------_._.
Member of CA Bar since 2007; Member of C r w
$325.00
6.2
$2,015.00
2123/023353-0031
) 026957.01 a08/07109
., \
-11-
Position of the
Applicant, Number of
Years in that Position,
Prior Relevant
'v'
Experience, Year of Obtaining License to Practice, Are of

Associate since 2007; Member of CA Bar since 2007; Member of Co orate Law Grou
Paralegal since 2002;
Hourly,
Biling Rate
(including
$325.00
Total Hours
____RilkiL
Total
$900.00
Catherine Parsons
3.6
Laurie Biegel
Member of Corporate
Law Grou
$21 5.00
2.3
$494.50
Grand Total:
$ 148,667.50
Total Hours: Blended Rate:
354.1
$ 419.85
30. The nature of the work performed by these persons is fully set forth in
Exhibit A. The rates charged by Rutan's professionals and paraprofessionals are

typical for the nature of the work, and the reasonable value of the services rendered by
Rutan to the Debtors during the Interim Period is $148,667.50.
31. Under 330 of the Bankruptcy Code, Rutan respectfully submits that
the amount requested by Rutan is fair and reaso'nable given (a) the complexity of
these
cases, (b) the time expended, (c) the nature and extcnt of
the serviccs rendered, (d) the
value of such services, and (e) the costs of comparable services other than in a case
under the Bankuptcy Code. Further, Rutan has reviewed Local Rule 20 i 6-2 and the
Administrative Order and believes that this Application complies with requirements of
that Rule and Order.
WHEREFORE, Rutan respectfully requests that, for the period from June 1.2009,
to June 30, 2009, it be awarded on an interim basis $148,864.00, consisting of fees in the
amount of$148,667.50 and expenses in the amount of$196.50, and that it be authorized
2123/023353-0031
J0269S70J 308/07/09
-12-
to receive a payment from the Debtor of $119,130.50, consisting of 80% of the allowed
fees ($118,934.00) and 100% of the allowed expenses ($196.50). Rutan also requests
such other and further relief as the Court deems just and proper.
Dated: AugustJO, 2009
RUTAN & TUCKER, LLP
611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-64 I -5 1 00
Facsimile: 714-546-9035
lbRMko.104774)
Email: pparmes~rutan.com
Attorneys for Debtor
2 i 23/023353-0031
1026957.01008/07/09
-13-
VERIFICA TION
State of
California )
)
County of Orange )
Penelope Parmes, after being duly sworn according to law, deposes and says:
a) I am a partner of the law firm of
Rutan & Tucker, LLP ("Rutan"), and
have been admitted to practice law before all of the coui1 of the State of California.
b) I am familiar with the work performed on behalf of the Debtors by the
lawyers and paraprofessionals of Rutan.
c) I have reviewed the foregoing Fourth Monthly Application for

Compensation and for Reimbursement of
Expenses of
Rutan & Tucker, LLP Special Counsel to
the Debtors and Debtors in Possession for the Period from June 1,2009, through June 30,2009
(the "Application"). To the best of
my knowledge, information, and belief, the facts set forth
therein are true and correct.

d) i have reviewed DeL. Bankr. LR 2016-2 and the Administrative Order
entered on or about April 8, 2009 (Docket #147), and submit that the Application substantially
complies such Rule and Order.
Dated: August -., 2009
k~
2 i 131023353-003 1 1031124.01 a08/07/09
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA)
--OPTIONAL SECTION--
COUNTY OF ORANGE)
CAPACITY CLAIMED BY SIGNER

Though statiie does not require the Notar to fill in rhe data
below, doing so may prove invaluable to persons relying on the
document.
On this ~ay of August, 2009, before me,
lE
INDIVIDUAL
A m'r If - L e (? me. \.o. "'

(here insert name and title of the offcer)
, Notary Public
personally appeared Penelope Parmes and proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/:subscribed to the within instrument, and acknowledged to
CORPORA TE OFflCER(S)
me that i:/she/t-hy executed thc same in hilher/tbeir authorized

capacty(cs), and that by ht/her/tHir signature(s) on the
instruent the person(s), or the entity(ies) upon behalf of
TITLE(S)
which
the
the person(s) acted, executed the instrument.
o
o
PARTNER(S)
o LIMITED
o GENERAL
ATTORNEY-IN-FACT
I certify under PENALTY OF PERJURY under the laws of
State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seaL.
~~
o TRUSTEE(S)
o GUARDIAN/CONSERVATOR
SIGNATURE OF NOT AR Y
OTHER:
SIGNER IS REPRESENTING:
AMBER-LEE MCLEA commission # 1637002 ~_
NAME OF PERSON(S) OR ENTlTY(IES)
Notal) Public . Californi ~

(seal)
Orange County
My com. Explres Jon 30. 2010
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law, it could prevcnt fraudulent Reimbursement of Expenses
reattachment oftJis form
Fourth Monthly Application for Compensation and
NUMBER OF PAGES:
DATE OF DOCUMENT:
OTHER SIGNER(S) THAN NAMED ABOVE:

FOR THE DISTRICT OF DELA WARE
In re
Chapter 1 1
PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.
Case No. 09- 1 0785(KJC) (Jointly Administered)
Objections Deadline: August 31,

2009 at 4:00 p.m.
Hearng Date: Only If Objections Are Timely Filed
NOTICE OF FILING OF FEE APPLICATION
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Offcial Committee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Ruta & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
fied its Fourth Monthly Application for Compensation and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession,
for the Period from June 1, 2009 through June 30, 2009, seeking compensation for
services in the amount of$148,667.50 and reimbursement of costs incured in the amount
of $ I 96.50 (the "Application").
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application
must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a)
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 the Debtors is 111 W. Ocean
2123/023353.0031 1026857.01 308/06/09
and 331 Establishing Procedures for Interim Compensation and Reimbursement of

Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be fied with the Clerk of the United States
Banptcy Cour for the District of Delaware, 824 Market Street, Wilmington, Delaware
1980 i, and received by no later than 4:00 p.m. (Eastern Time) on August 31, 2009 (the
"Objection Deadline").
Objections or other responses to the Application, if any, must also be served so
that they are received not later than August 31, 2009 at 4:00 p.m. prevailing Eastern
time, by: (a) the Debtors, (1) Pacific Energy Resources, 11 i W. Ocean Boulevard, Suite
1240, Long Beach, CA 90802, Att: Gerr 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 Stag Ziehl & Jones
LLP, 919 Nort Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: Laura
Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionesVpszilaw.com; (2) Pachulski Stang
Ziehl & Jones LLP, 10100 Santa Monica Blvd., i lth Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esg; Fax; 310-201 -0760, e-mail: ikharash(Q)nszi1aw.com;
and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Att:
Penelope Pares, Esq.; Fax 714-546-9035, emaiI: pparmes(!rutan.com; (c) the Offce of
the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite
2207, Lock Box 35, Wilmington, Delaware 19801, Att: Joseph McMahon, Esq. and (d)
counsel for the OfficiaI Committee of Unsecured Creditors (the "Committee"), (1)
Steptoe & Johnon LLP, 2121 Avenue of
the Stars, 28th Floor, Los Angeles, CA 90067;
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031
1026857.01 308/06/09
-2-
Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 i 73, e-mail: kpiper(1steptoe.com and (2)
Pepper Hamilton LLP, Hercules Plaza, Ste 5100,1313 N. Market Street, Wilmington, DE
19801; Att: James C. Cargnan, Esq., Fax: (302) 421-8390, e-mail:
icarignan(a~pcpperlaw.com (the "Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the
Application are timely fied, served and received, a hearng on the Application wil be
held at the convenience of the Bankruptcy Court. Only those objections made in wrting
and timely fied, served and received in accordance with the Administative Order and
the procedures described herein wil be considered by the Banptcy Cour at such
hearing.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative

Order, if no objection to the Application is timely fied, served and received by the
Objection Deadline, the Applicant may be paid an amount equal to the lesser of (1) 80
percent of the fees and IOO percent of expenses requested in the Application or (ii) 80
percent of the fees and 100 percent of
the expenses not subject to an objection without the
need for fuer order of
the Banptcy Cour.

RUTAN & TUCKER, LLP
Dated: August ~, 2009
PENELOPE P RMES (CA ar No. 104774)

611 Anton Boulevard, Foureenth Floor
Costa Mesa, California 92626- 1931
Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: pparmes(iVrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2 J 23/023353-0031
1026857.0J a08/06/09
-3-
EXHIBIT A
TAXPA YERS ACCOUNT

NO 95-35190Z7
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. Account No.
560995 023353 - 0029

James O'Neal
Bling Atty. Date Page
July 13,2009
i
RE: General Case Administration
FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2009

06/02/09
Gregg Amber Extensive telephone conferences with D. Katie, P. Parmes and M. Frazier regarding use of unsecured credit in 363 sale context, regarding preservation of assets for the estate and related matters.
Mark B Frazier Analyze privilege issue and discuss with G. Amber.
2.00
06/02/09
0.40
06/03/09
Gregg Amber Assemble all senior credit documents at D. Katic request.
0.50
06/04/09
Gregg Amber Assemble and organize all senior credit documents at D. Katie request.
Laurie Biegel ( PA)
Follow up on service of
0.50
06/05/09
0.10
process matters.
06/08/09
Laurie Biegel (PA) Follow up regarding complaints.

Gregg Amber Extensive correspondence with P. Parmes, Pachulski firm and PERL management regarding Marathon and Noble litigation.
0.20
06/08/09
1.00
Additional disbursements may have been paid or incurred on your behalf and are not refleced in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerK.
RUTAN & TUCKER, LLP

AlTORNEYS AT LAW
Pacific Energy Resources Ltd.

General Case Administration
July 13,2009
Invoice No. 560995
023353-0029
Page No.2
06/09/09
Gregg Amber Review Noble complaint and G. Sieichter memo re Noble reserve production and correspondence with bankruptcy lawyers re same (l.); all hands call regarding Alaska bid procedures (1.3).
Catherine Parsons Compile record of documents transferred for client.
2.40
06/09/09
1.50
06/1 0/09
Gregg Amber Review and comment on sales procedures and on sales

procedures motion.
1.60
06/10/09
Garett Sleichter
0.50
Nobel Energy's June 3, 2009 complaint regarding production payments.

Review and analysis of
06/11/09
Gregg Amber Conference call with bankruptcy lawyers regarding Noble litigation (0.3); weekly all hands update call (0.6); review and comment on revised bid procedures
and motion (0.5).
1.40
06/15/09
Gregg Amber
1.00
Review sales procedure motion and order and correspondence with working group re same.
06/17/09
Gregg Amber Review adverse proceeding pleadings regarding Union/Goldman lien priority and conference with C. Parker re same
Garett Sleiehter
0.70
06/22/09
2.50
Research Rosecrans Energy claim regarding abandonment account and proceeds related to Pacific
Energy operatorship of
Los Angeles Basin Universal
Trust Lease.
06/29/09
Penelope Parmes Telephone call from D. Katie re upcoming claim

objection deadlines.
0.40
Additional disbursements may have been paid or incurred on your behalf and are not refleced in this statement. An additional statement covaiing such disbursements will ba fumished to you. The abbreviation (PAl, (LC).or (DC) following an individual's name denotes paralegal. iaw clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

July 13,2009
Invoice No. 560995 Page NO.3
023353-0029
Total Hours Total Professional Services
16.70
$8,099.50
Total Current Fees
Prior Balance Due
$8.099.50 19,587.50
$27,687.00
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $8,099.50
31- 60 DAYS $19,587.50
61- 90 DAYS $0.00
91 - 180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additionai statement covering such disbursements will be furnished to you. The abbreviation (PAL. (LC).or (DC) followng an indiviual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 85-3619027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400
POST OFFICE BOX 1950

COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
560995 023353 - 0029

James O'Neal
Date
July 13,2009
INVOICE SUMMARY
CURRNT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
8,099.50 8,099.50
Wire Instructions
Union Bank of
California
i 8300 Von Karman
Irvine, CA 926 I 2 ABA #: 122000496 Swif Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional elisbursements may have been paid or incurred on your behalf and are not retlected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 96-3619D%7
RUTAN & TUCKER. LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92626.1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO i i 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
560995
023353 - 0029
James O'Neal
Billing Att.
Date
July i 3, 2009
REMIIT ANCE COpy

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRNT (NVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
8,099.50 8,099.50
Wire Instructions
Union Bank of
California
18300 Van Karman
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK

Account Number: 0630 133009
Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not ,eected in this statement
An additional statement covering such disbursements wil be furnished 10 you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT NO 96-J519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Att.
560996 023353 - 0031

James O'Neal
Long Beach, CA 90802
Date Page
July 13,2009
1
RE: Fee Application

06/01/09
Matthew Grimshaw Email exchange with S. McFarland re fee application issues (.J); email from K. Makowski re same (.1).
Matthew Grimshaw Email exchange re fee information requested with respect to first fee application period (.2). Matthew Grimshaw Email exchange re infonnation requested with respect to first fee application (.2); email to K. Makowski re Rutan's March and April fee applications (. J); telephone conference with K. Makowski re same (.2); review court's local rules to confirm Rutan's compliance with same (.2); email to K. Makowski re same (.2).
0.20
06/03/09
0.20
06/04/09
0.90
06/12/09
Matthew Grimshaw Work on May fee application (.4). Matthew Grimshaw Email exchange re fee application issues (.2), Matthew Grimshaw Email exchange re expense-related issues for May fee applications (.2); em ail exchange re expense-related issues re April's fee application (.2).
0.40
06/22/09
0.20
06/23/09
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reeded in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) fOllowing an individual's narne denotes paralegal, law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT lAW

Fee Application
July 13,2009
Invoice No. 560996 Page No.2
023353-0031
06/29/09
Matthew Grimshaw Draft, revise, and finalize May 2009 fee application (2.1). Matthew Grimshaw Email exchanges re June fee issues (.2); review email from Ms. McFarland re motion to pay pre-petition fees (.1); review email from K Piper re Rutan's April fee application (.1); review and analyze Rutan's April fee application re responding to same (.3).
2.10
06/30/09
0.70
5.10
$1,938.00
DISBURSEMENTS AND COSTS ADVANCED

Duplication
Express Mail
4.40
20.80
Total Disbursements
$25.20
Total Current Fees and Costs
Prior Balance Due
$1,963.20 4,659.06 $6,622.26
Total Balance Due
ACCOUNTS RECEIVABLE
0- 30 DAYS
$ 1 ,963.20
31- 60 DAYS $4,659.06
61- 90 DAYS $0.00
91 -180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflec1ed in this statement. An additional statement covering such disbursements wil be furnished to you
The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law cler1 or document clerk.
TAXPAYERS ACCOUNT
NO 96-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO i II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
560996 023353 - 0031

James O'Neal
Billing Att.
Date
July 13,2009
Fee Application
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
1,938.00
Disbursements and Costs Advanced Fees and Costs Due This Invoice
25.20 1,963.20
Wire Instructions
Cali fomi a i 8300 Von Karman Irvine. CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Union Bank of
Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your bealf and are not refiected in this statement.
An additional sletement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC).or (DC) followng an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92626.1950
(714) 641-5100
Pacitc Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
invoice No.
Account No.
560996
023353 - 003 I
James O'Neal
Billing Att.
Date
July i 3, 2009
Fee Application
REMIIT ANCE COpy

CURRNT INVOICE SUMMARY: Professional Fees

Disbursements and Costs Advanced
i ,938.00
Fees and Costs Due This Invoice
25.20 1,963.20
Wire Instructions
Union Bank of
California 18300 Yon Kannan Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid Dr incurred on your beha~ and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbrevia1ion (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billng Att.
560997 023353 - 0032
Date Page
James O~eal July 13,2009

1
RE: Corporate Governance

FOR PROFESSIONAL SERVICES RENDERED THROUGH JUE 30, 2009
06/05/09
Gregg Amber
0.50
various meetings and correspondence with G. Tywoniuk re same.

Review and revise minutes of
06/08/09
Rushika Kumararatne Update stock option tables.

Gregg Amber Review board meeting materials. Gregg Amber Review agenda and materials and prepare for, attend and
take minutes at Board meeting.
0.40
06/09/09
0.40
06/10/09
1.30
06/23/09
Laurie Biegel ( P A)
0.60
Updated Minute Book and task list (0.3); forward requested documents to R. Kumararatne (0.1); review and respond to emails from R. Kumararatne (0.2).
06/24/09
0.10
Follow up on offcer and director inquiry from C. Parker.

06/24/09
James B O~eal Review prior audit letters for Dewey diligence request.
0.30
Additional disbursements may have been paid or incurred on your behalf and are not refiecled in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerIc
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
July 13, 2009 Invoice No. 560997
Page No.2
06/26/09
0.10
Follow up regarding Corporation Service Company

contact information.
06/30/09
Rushika Kumararatne Update option table (0.2); correspondence with client re

same (0.1).
0.30
06/30/09
Catherine Parsons Draft minutes for Pacific Energy Board meeting.
2.10
6.10
$2,299.50
Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
$2,299.50
10,948.90 (3,222.00)
7,726.90
$10,026.40
ACCOUNTS RECEIVABLE
0- 30 DAYS $2,299.50
31- 60 DAYS $7,726.90
61- 90 DAYS $0.00
91- 180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have ben paid or incurred on your behalf and are not reftected in this statement. An additional statement covering such disbursements wil be fumished to you.
The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 11 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
560997 023353 - 0032

James O'Neal
Date
July 13,2009
Corporate Governance
INVOICE SUMMARY
CURRNT INOICE SUMMARY:

Professional Fees
$ $
2,299.50 2,299.50
Wire Instructions
Union Bank of Cali fomi
18300 Yon Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I 1 West Ocean Boulevard, Suite 1240

Biling Atty.
560997 023353 - 0032

James O'Neal
Date
July 13, 2009
Corporate Governance
REMITTANCE COPY

Professional Fees
$ $
2,299.50 2,299.50
Wire Instructions
Union Bank of California 18300 Yon Kannan
Irvine, CA 926 I 2
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
560998
023353 - 0033
James O'Neal
Date Page
July 13,2009
1
RE: Alaska Asset Sale

06/01/09
Gregg Amber Review Stellar offer letter.

Penelope Pares Alaska sale conference with D. Katic regarding sale structures.
Garett Sleichter
0.30
06/02/09
1.00
06/03/09
0.20
Manage Alaska datasite.
06/09/09
Gregg Amber Review CIE proposed revisions to PSA and correspondence with working group re same.
Garett Sleichter
Paricipate in Alaska sale procedure conference calL.
0.70
06/09/09
1.50
06/09109
Garett Sleichter
1.30
Review and comment on Cook Inlet Energy edits to Alaska PSA.
06/10/09
Gregg Amber Review and comment on most recent PSA draft (CIE) all hands correspondence re same and re (1.1); review requirements for filing with sale motion (0.3)
1.40
Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document cierk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
July 13,2009
Invoice No. 560998
Page No.2
06/10/09
Garett Sleichter
0.40
Telephone conference with Polytec attorneys from Dewey LeBoeuf regarding Merrl datasite and due diligence documents.
06/10/09
Garett Sleichter
0.30
Communication with PERL and Pachulski regarding form of Alaska PSA to be attached as exhbit to motion to establish bid procedures for a naked auction of Alaska assets.
06/10/09
Garett Sleichter Manage and add documents to Alaska datasIte.

Cristy G Parker Draft form of Alaska sale agreement (6.9); offce conferences and communicate with working group re same (1.4).
0.70
06/11/09
8.30
06/11/09
Gregg Amber Review and comment on CIE changes to PSA form.
1.50
06/11/09
Garett Sleichter Conference with attorney C. Parker re draftng Alaska PSA for naked auction.
Garett Sleichter
0.60
06/11/09
0.70
Conference with attorney C. Parker re form of Alaska PSA for Polytec as staking horse.
06/11/09
Garett Sleichter
2.70
Draft Alaska PSA for Polytec as stalking horse.

06/11/09
Garett Sleichter
0.40
Manage access to and documents on Alaska datasite.

06/12/09
Gregg Amber
Review revised CIE version of Alaska PSA (0.8);
1.00
correspondence with working group re same (0.2).

06/12/09
Garett Sleichter
3.70
Draft Alaska SPA for naked auction sale.

Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be fumished to you.

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, iaw clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 13, 2009 Invoice No. 560998 Page No.3
06/15/09
Gregg Amber Review no stalking horse version ofPSA and conference with C. Parker re same (1.0); extensive correspondence with G. Tywoniuk re revised draft PSA (0.5).
Cristy G Parker Review and comment on abandonment motions and sale procedures motion (2.3); draf Alaska sale agreement (6.2); communcate with working group re same (1. i).
Garett Sleichter
1.50
06/15/09
9.60
06/15/09
2.70
Research and prepare responses to Dewey LeBoeuflegal

due diligence supplemental request list.
06/ i 5/09
Garett Sleichter
3.60
Work on naked auction version of Alaska PSA.
06/16/09
Gregg Amber Working group conference call regarding Alaska sales procedures, PSA and schedules (0.5); review of final bid procedures and motion, and extensive correspondence with working group re same and re final versions of Alaska PSA and Transition Services Agreement (1.0).
1.50
06/16/09
Cristy G Parker Revise Alaska purchase and sale agreement (3.7); review and comment on transition services agreement provisions that affect Alaska purchase and sale agreement (0.3); review and comment on portions of motions relating to sale or abandonment of Alaska assets (0.7); conference caIi and communicate via e~mail with working group re same (1. i).
Garett Sleichter
5.80
06/16/09
1.0
Review and revise Transition Services Agreement for Alaska PSA.

06/16/09
Garett Sleichter
1.30
Prepare final Alaska PSA for attachment to Alaska assets sale procedures motion.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering suc disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Alaska Asset Sale
023353-0033
Page No.4
06/16/09
Garett Sleichter
0.40
Conference call with Pacific Energy and Pachulski regarding Alaska PSA for naked auction and motion for same.
06/16/09
Garett Sleichter
0.50
Prepare final Transition Services Agreement for attachment to Alaska assets sale procedures motion.
06/17/09
Cristy G Parker Communicate with working group re transition services agreement revisions needed (0.3); assist with dIgence matters for potential investor (0.9).
Gregg Amber Review TSAs and correspondence with G. Tywoniuk and C. Parker re same.
Garett Sleichter
1.20
06/1 7/09
0.50
06/1 7/09
0.40
Draft and respond to email communcations with Dewey LeBoeuf regarding due diligence and PSA matters.
06/17/09
Garett Sleichter
0.70
Populate Merrll datasite with additional documents

received from G. Tywoniuk and J. Kuritz.
06/17/09
Rushika Kumararatne Review diligence request list and distribute responsibilities with regards to tasks to be completed (2.0); review data site and documents in connection with due diligence responses (1.2).
Cristy G Parker Review and comment on Transition Services Agreement (1.9); communicate with working group re same and re Purchase and Sale Agreement (0.5).
Garett Sleichter
3.20
06/18/09
2.40
06/1 8/09
0.50
Populate Merril dataite with additional documents per the request ofG. Tywoniuk.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's nama danotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 13,2009
Invoice No. 560998
Page No.5
06/18/09
Garett Sleichter
0.30
Draft and respond to email communcations coordinating due diligence conference calls between Pacific Energy and Dewey LeBoeuf.
06/19/09
Gregg Amber Review signed Union confidentiality agreement and correspondence with D. Katic and G. Tywoniuk re same
Garett Sleichter
0.40
06/19/09
0.60
Populate Merril datasite and remove outdated documents from datasite.

06/22/09
Garett Sleichter
2.10
Research and prepare responses to Dewey LeBoeuf due dilgence request.

06/23/09
Cristy G Parker Begin preparing summar of Alaska purchase and sale agreement for sale motion (1.3); offce conferences re same (0.3); revise transition services agreement (0.9); all hands call re service of sale motion (0.3).
Garett Sleichter
2.80
06/23/09
2.50
Research and prepare responses to Dewey LeBoeuf due

diligence inquiry.
06/23/09
Gaett Sleichter Telephone conference with S. Riffe and 1. Cosentino of Dewey LeBoeuf regarding due diligence on Alaska assets.
Garett Sleichter
0.40
06/23/09
0.70
Telephone conference with 1. Wolf, R. Saunders, B. Lyng and S. McFarland re persons to be served Sale
Procedure Motion.
06/24/09
Cristy G Parker
7.80
purchase and sale agreement (3.4); offce conferences and communcate with R. Saunders re same (0.5); revise transition services agreement and
Prepare sumar of
purchase and sale agreement (3.9).
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LCl,or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 13,2009
Invoice No. 560998
Page No.6
06/24/09
Rushika Kumararatne
2.60
Review documents with regards to due diligence request (2.0); correspondence with client and other firms that represent client re same (0.6).
06/24/09
Garett Sleichter
0.70
Add due dilgence documents to datasite.

06/25/09
Gregg Amber Correspondence with working group regarding proposed revisions to no stalkig horse PSA (0.3); review creditors committee objection to sales procedures motion (0.2).
0.50
06/25/09
Cristy G Parker Conference call with working group re responses to creditors' committee questions re purchase and sale agreement (0.5); draft responses (0.6); revise purchase and sale agreement and prepare ancilary documents (0.9).
Garett Sleichter
2.00
06/25/09
0.60
06/26/09
Cristy G Parker Work on exhibits and schedules to purchase and sale agreement.
0.50
06/29/09
Gregg Amber Review sales motion and correspondence with

banptcy lawyers re same
0.30
06/29/09
Cristy G Parker Revise purchase and sale agreement and prepare exhbits and schedules (1.9); offce conferences and telephone conferences with working group re same and re information needed for motions (1.1).
Garett Sleichter
3.00
06/29/09
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 13,2009
Invoice No. 560998
Page No.7
06/29/09
Garett Sleichter
0.80
Telephone conference with C. Parker and L. Wolf regarding exhibits and schedules to Alaska no stalking
horse PSA.
06/29/09
Garett Sleichter
i.o
Review and revise memorandum regarding Har-Scott-Rodino Act applicabilty to proposed Section 363 asset sales.
06/30/09
Cristy G Parker Revise purchase and sale agreement and transition services agreement (1.6); review and comment on sale notices, motions and orders (3.5); communcate with working group and lenders' counsel re same (1.2).
Garett Sleichter
6.30
06/30/09
0.80
Conference with C. Parker coordinating changes to Alaska PSA and Beta PSA and related Sale Motions.
100.80
$43,167.50

Long Distance Telephone
Color Copies
4.97
26.25
Total Disbursements
$31.22

Previous Balance Due
$43,198.72
Payments and Adjustments Prior Balance Due

Total Balance Due
39,317.50 (27,944.00)
11,373.50
$54,572.22
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 13,2009
Invoice No. 560998
Page NO.8
ACCOUNTS RECEIVABLE
0-30DAYS
$43,198.72
31- 60 DAYS $11,373.50
61- 90 DAYS $0.00
91-180 DAYS
$0.00
OVER 180 $0.00
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.

T AXPA YERS ACCOUNT

NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Biling Att.
560998 023353 - 0033

James O'Neal
Date
July 13, 2009
Alaska Asset Sale
INVOICE SUMMAY
CURRNT INVOICE SUMMAY:
Professional Fees
$ $
43,167.50 31.22 43,198.72
Wire Instructions
Union Bank of California 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reDected in this statement.

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
,~ .
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
560998 023353 - 0033

J anies O'Neal
Date
July 13,2009
Alaska Asset Sale
REMITTANCE COPY
CURRNT INVOICE SUMMARY: Professional Fees

$ $
43,167.50
3 i .22
43,198.72
Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on your behalf and are not reflted in this statement
An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AlTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
561144 023353 - 0034

James O'Neal
Date Page
July 14,2009
i
RE: Beta Asset Sale

06/01/09
Gregg Amber Conferences with G. Sleichter re indemnification provisions ofPSA and re temporary operating agreement pending MMS approval.
Garett Sleichter
Extensive redrafting of
OJO
06/01/09
4.30
Beta PSA in response to ERG
May 29,2009 draft.
06/02/09
Gregg Amber Review extensive correspondence among A. Marno, G. Sleichter and others regarding MMS approval procedures and related matters (OJ); review ERG
comments to PSA draft (2.5).
2.80
06/02/09
Garett Sleichter
4.50
Extensive redrafting of Beta PSA in response to ERG May 29, 2009 draft.
06/02/09
Garett Sleichter
0.10
Draft email communication to M. Cervi regarding executory contracts.

06/03/09
Gregg Amber Review extensive correspondence among A. Marino, G. Sleichter and others regarding closing procedures and
0.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA), (lC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14,2009
023353-0034
revisions to PSA for ERG and others (0.4); correspondence with working group regarding Aera and Noble adversar proceedings and effect on Beta sale (0.3).
06/03/09
Garett Sleichter Paricipate in conference call with PERL, Lazard,
0.50
Albrecht and T. Marno re changes in deal terms related to MMS approvals.

06/03/09
Garett Sleichter
7.30
Draft significant revisions to Beta PSA to reI1ect deal change to obtain all MMS approvals post-closing and incorporate comments from Lazard, Pachulski and Pacific Energy.
06103/09
Garett Sleichter
0.70
Draft and respond to email communications regarding changes to Beta PSA deal terms and document structure.
06/04/09
Gregg Amber Review and comment on revised draft PSA.

Garett Sleichter
0.60
06/04/09
4.50
Extensive redrafting of Beta PSA in response to ERG May 29, 2009 draft.
06/05/09
Gregg Amber Review and comment on revised draft PSA (1.3); conference with G. Sleichter re same (0.2).
Garett Sleichter
1.50
06/05/09
5.50
Extensive redrafting of Beta PSA in response to ERG

May 29,2009 draft.
06/08/09
Gregg Amber Continue review of revised Beta PSA and conference with G. Sleichter re same.
Garett Sleichter
0.50
06/08/09
2.50
Edit Beta PSA with ERG as stalking horse and distribute same to PERL, Albrecht, Lazard, Pachulski and Zolfo.
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14,2009
023353-0034
06/08/09
Garett Sleichter
0.90
Incorporate T. Marno comments to Beta PSA with ER G as stalking horse.
06/09/09
Garett Sleichter
3.10
Review and revise Beta PSA and prepare final draft to present to ERG. 06/09/09
Garett Sleichter
2.10
Draft further revised draft of Beta PSA with ERG as stalking horse based on comments from Robert Lynd and Pachulski
06/09/09
Garett Sleichter
0.30
Telephone conference with R. Saunders with Pachulski re his comments to Beta PSA with ERG as stalking horse.
06/10/09 Gregg Amber Review and comment on most recent PSA draft (ERG) (0.5); review all hands correspondence re same and re requirements for fiing with sale motion (0.3)
Garett Sleichter
0.80
06/1 0/09
0.30
Telephone conference with G. Tywoniuk re Beta PSA with ERG as stalking horse.
06/10/09
Garett Sleichter
2.50
Review Cook Inlet Energy proposed draft of Alaska assets stalking horse PSA.
06/1 0/09
Garett Sleichter
1.40
Draft form of Beta PSA to be attched as exhbit to
motion to establish bid procedures for a naked auction of Beta assets.

06/1 0109
Garett Sleichter
1.90
Draft revisions to Beta PSA with ERG as stalking horse per G. Tywoniuk comments.
06/10/09
Garett Sleichter
0.30
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14, 2009

Invoice No. 561 144
023353-0034
Page No.4
Communication with PERL and Pachulski regarding

form of Beta PSA to be attched as exhbit to motion to
establish bid procedures for a naked auction of Beta assets.
06/11/09
Gregg Amber Review ERG and G. Sleichter changes to PSA form (0.9); conference with G. Sleichter and correspondence with working group re same (0.3).
1.20
06/11/09
Cristy G Parker
Beta sale agreement (0.5); office conference re same (0.3).
Comment on portions ofform of
0.80
06/11/09
Garett Sleichter
3.50
Draft further edits to Beta PSA for ERG as stalking horse and prepare final revised draft to proposed to ERG.
06/11/09
Garett Sleichter
0.50
Manage access to and documents on Beta datasite.
06/11/09
Garett Sleichter
Draft form of
5.30
Beta PSA for Polytec as proposed stalkng
horse.
06/12109
Gregg Amber Review redline of our changes vs. ERG version and correspondence with working group regarding ERG version of Beta PSA. Gregg Amber
0.80
06/15/09
1.30
PERL version ofPSA compared to ERG version and conference with G. Sleichter re same (1.0); correspondence with working group re transition
Continue review of
services agreement (0.3).
06/15/09
Rushika Kumararatne Work on responding to due diligence request.

Gregg Amber Working group conference calI regarding Beta sales
procedures and status of bids (0.3); review of nal bid
2.90
06/16/09
1.40
Additional disbursements may have been paid or incurred on your behalf and are not reected in this statement An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAL. (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14, 2009 Invoice No. 561 i 44
023353-0034
Page No.5
procedures and motion, and extensive correspondence with working group re same and re final versions of Beta PSA and Transition Services Agreement (1.1).
06/16/09
Rushika Kumararatne Respond to due diligence request from potential buyer (1.1); telephone conference with said buyer's counsel (0.5); review documents and datasite in light of responding to diligence request (0.5).
Garett Sleichter
2.10
06/16/09
0.30
Paricipate in all-hands conference call regarding Beta PSA and Beta stalking horse bidder issues.
06/16/09
Garett Sleichter
3.90
Research and respond to Dewey LeBoeuf due diligence request.

06/16/09
Garett Sleichter
0.30
Telephone conference with G. Tywoniuk and B. Lyng re Dewey LeBoeuf due diligence request.
06/16/09
Garett Sleichter
0.30
Telephone conference with R. Kumararatne from Rutan & Tucker and S. Riffe and J. Cosentino from Dewey LeBoeuf regarding due diligence request.
06/17/09
Cristy G Parker Review and comment on sale procedures and sale procedures motion (1.4); assist with dilgence response for potential investor (0.3); communicate with working group re transition services agreement revisions needed (0.3).
Garett Sleichter
2.00
06/17/09
2.30
Draft Beta PSA for naked auction.

06/1 7/09
Garett Sleichter
3.10
Research and respond to Dewey LeBoeuf due dilgence request.

06/17/09
Garett Sleichter
0.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14,2009
Invoice No. 561144
023353-0034
Page No.6
Populate Merrll datasite with additional documents received from G. Tywoniuk and 1. Kuritz.
06/18/09
Cris!)' G Parker
2.40
Review and comment on Transition Services Agreement (2.1); communicate with working group re same (0.3).
06/18/09
Garett Sleichter Review ERG June 16, 2009 revised draft of Beta PSA.
Garett Sleichter
1.70
06/18/09
0.30
Populate Merril datasite with additional documents per the request of G. Tywoniuk.
06/18/09
Garett Sleichter
4.70
Draf no stalking horse version of Beta SPA for Beta naked auction sale procedures motion.
06/19/09 Cristy G Parker Revise and finalize Transition Services Agreement (2.9); communicate with working group re same and re
Beta purchase and sale agreement (0.8).
3.70
06/1 9/09
Gregg Amber Extensive correspondence with working group regarding naked auction PSA and TSA forms and regarding ERG revised PSA.
Garett Sleichter
0.60
06/19/09
2.70
Draft revisions to no-stalking-horse version of Beta PSA.

06/19/09
Garett Sleichter
0.50
Conference call with Dewey LeBoeuf regarding information technology due diligence.
06/19/09
Rushika Kumararatne Review options table (0.4); transmit same to Dewey in connection with diligence request (0.1); review minutes in connection with diligence request (1.6). Cristy G Parker
2.10
06/22/09
1.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or docment clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14,2009
Invoice No. 561144
023353-0034
Page No.7
Assist with preparation of response to inquiry re Beta

abandonment account.
06/22/09
Rushika Kumararatne Review and collect documents in connection with diligence request (1.5); correspondence with client re
same (OJ); respond in par to diligence request (0.3).
2.10
06/22/09
Garett Sleichter Manage Beta dataite.

Garett Sleichter
0.70
06/22/09
OJO
Communication with M. Cervi re no stalking horse Beta PSA.
06/23/09
Cristy G Parker All hands call re service of sale motion.

Garett Sleichter
OJO
06/23/09
1.60
All hands (PERL, Lazd, Albrecht, Pachulski) conference call regarding ERG Beta PSA and Beta sale procedure process.
06/23/09
Garett Sleichter
1.40
Draft summary of Beta SPA.
06/23/09
Garett Sleichter
1.70
Work on exhibits and schedules to Beta no stalking

horse PSA.
06/23/09
Rushika Kumararatne Respond to diligence requests.
1.10
06/24/09
Cristy G Parker Revise transition services agreement (1. I); offce conferences and communicate with R. Saunders re
summar of
1.30
Beta purchase and sale agreement (0.2).
06/24/09
Garett Sleichter
2.20
Draft summar of no stalking horse Beta PSA.

06/24/09
Garett Sleichter
3.10
The abbreviation (PA)
Additional disbursements may have been paid or incurrd on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. , (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14,2009
023353-0034
Draft revisions to Beta PSA with ERG.
06/25/09
Gregg Amber Extensive correspondence with working group regarding ERG proposed changes to PSA (0.3) and
regarding proposed revisions to no stalkig horse version
1.00
ofPSA (0.3) and regarding responses to unsecured creditors committee questions (0.4).
06/25/09
Cristy G Parker Conference caIl with working group re responses to creditors' committe questions re purchase and sale agreement (0.5); draft responses (0.6); prepare ancilar
documents re purchase agreement (0.8).
1.90
06/25/09
Garett Sleichter
0.50
Manage Beta datasite.
06/25/09
Rushika Kumararatne Review materials in connection with diligence request.

Garett SleIchter
1.80
06/25/09
1.70
Research and analysis re schedules to Beta no stalking

horse PSA.
06/26/09
Cristy G Parker Work on exhbits to purchase and sale agreement.
0.20
06/26/09
Rushika Kumararatne Review documents in connection with dilgence request.
0.60
06/29/09
Rushika Kumararatne Review materials with regards to diligence request (1.0); respond in par to dilgence request (1.0); correspondence with client re same (0.6).
Gregg Amber Review sales motion and correspondence with
2.60
06/29/09
0.30
banptcy lawyers re same.

06/29/09
Cristy G Parker Revise purchase and sale agreement and prepare
1.60
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement.

The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or docment clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
July 14, 2009

Invoice No. 561144
023353-0034
Page No.9
exhibits and schedules (1.1); offce conferences and telephone conferences with working group re same (0.5).
06/29/09
Garett Sleichter
1.60
Prepare exhibits to Beta PSA.
06/29/09
Garett Sleichter
0.90
Research and respond to Dewey LeBoeuf additional due

diligence request.
06/29/09
Garett Sleichter Manage documents on Beta datasite.

Garett Sleichter
0.80
06/29/09
0.50
Telephone conference with C. Parker and L. Wolf regarding exhbits and schedules to Beta no stalking
horse PSA.
06/29/09
Garett Sleichter
0.40
Review edits to Beta Sale Procedures.

06/29/09
Garett Sleichter
i.o
Review and revise memorandum regarding Hart-Scott-Rodino Act applicability to proposed Section 363 asset sales.
06/30/09
Cristy G Parker Comment on purchase and sale agreement and revise transition services agreement (0.9); review and comment on sale notices, motions and orders (2.1); communicate with working group and lenders' counsel re same (0.6).
Garett Sleichter
3.60
06/30/09
1.60
Draf exhibits to Beta PSA.

06/30/09
Garett Sleichter
3.70
Review, prepare comments to and revise Beta Sale Motion.

06/30/09
Gregg Amber Extensive correspondence with working group regarding sale motions and template PSAs.
0.50
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW

Beta Asset Sale

Page
023353-0034
No. 10
06/30/09
Garett Sleichter
2.70
Revise Beta no stalking horse PSA to be attached to Sale Motion.
06/30/09
Garett Sleichter
1.60
Review and update summary of Beta no stalking horse PSA for Sale Motion.
Total Hours
Total Professional Services
149.20
$59,097.50

Long Distance Telephone
Color Copies
52.78
27.30
Total Disbursements
$80.08
Total Curent Fees and Costs
$59,177.58
Previous Balance Due Payments and Adjustments Prior Balance Due

Total Balance Due
67,876.20 (37,242.15)
30,634.05 $89,811.63
ACCOUNTS RECEIVABLE
o - 30 DAYS $59,177.58
31- 60 DAYS $30,634.05
61- 90 DAYS $0.00
91 - 180 DAYS $0.00
OVER 180
$0.00

TAXPAYERS ACCOUNT
NO 96-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
561144 023353 - 0034

James O'Neal
Billing Att.
Date
July 14, 2009
Beta Asset Sale
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
$
$
59,097.50 80.08 59,177.58
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 96-3619027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
5611 44
023353 - 0034
James O'Neal
Date
July 14,2009
Beta Asset Sale
REMITTANCE COpy

Professional Fees
$
59,097.50 80.08 59,177.58
Wire Instructions
Union Ban of Califomia 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Add~ional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

AITORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Biling Att.
561000 023353 - 0035

James O'Neal
Date Page
July 13, 2009

1
RE: Financing FOR PROFESSIONAL SERVICES RENDERED THROUGH JUNE 30, 2009
06/03/09
Cristy G Parker Assemble requested credit document diligence materials for Polytec (0.5); communicate with working group re same (0.3). Cristy G Parker Review and comment on revised DIP amendment and portions of final order affecting same (3.9); communicate with working group and lenders counsel re same (0.6).
Gregg Amber Extensive correspondence with working group
regarding information to send to Polytec pertinng to
0.80
06/03/09
4.50
06/03/09
2.00
secured credit and related documents( 0.5); review revised DIP amendment and DIP order, and correspondence with working group re same (1.5).
06/04/09
Cristy G Parker Extensive revisions to DIP amendment (5.2); review
and comment on numerous drafts of portions of DIP
10.50
order affecting DIP amendment (3.1); extensive e-mail and telephone communications with working group and various other counsel re same (2.2).
06/04/09 Gregg Amber
1.50

The abbreviation (PA), (LC),or (DC) follOWing an Indlvdual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Financing 023353-0035
Page No.2
Review revisions to DIP amendment and conference with C. Parker re same (1.2); review final DIP order (0.3).
06/05/09
Cristy G Parker Revise DIP amendment (3.7); communicate with working group re same (0.6).
4.30
06/08/09
Gregg Amber Extensive correspondence and telephone conference with D. Katic about Polytec status and Polytec NDA.
Cristy G Parker Revise DIP amendment (2.1); communicate with working group and lenders' counsel re same (1.1). Cristy G Parker Revise DIP amendment (2.5); conference calls and
e-mails with lenders' counsel and workig group re same (1.4).
1.00
06/08/09
3.20
06/09/09
3.90
06/09/09
Gregg Amber Review and comment on revised DIP amendment and conference with C. Parker re same (1.I); telephone conferences with new lawyers for Polytec regarding status of 363 sale and background of PERL financings and with D. Katic re same (0.9); review letter proposal re possible UK equity investment and correspondence with D. Katic re same (0.3).
2.30
06/ i 0/09
Gregg Amber Lengthy telephone conferences and e-mail

attorney) bringing him up to speed on a variety of issues and discussing the key steps to reorganzation.
correspondence with P. Abelson (Polytec new
1.80
06/11/09
Gregg Amber Correspondence and telephone conferences with D. Katie and P. Abelson re Polytec purchase of secured loans (0.5); review and comment on revised DIP second
amendment (0.5).
1.00

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Financing 023353-0035
July 13,2009
06/11/09
Cristy G Parker Follow up with lenders' counsel re DIP amendment (0.2). Cristy G Parker Working group calI re DIP amendment and deadlines DIP (1.2); review and comment on revised drafts of amendment (1.9); communicate with lenders' counsel re same (0.3).
0.20
06/12/09
3.40
06/12/09
Gregg Amber Telephone conferences with D, Katic and review and comment on Chevron Cook Inet proposaL.
Gregg Amber Correspondence and telephone conference with P. Abelson (Polytec counsel) regarding bid procedures and re possible purchase of secured debt (0.7); review motion
and proposed order and correspondence with 1. Kharasch
1. 10
06/15/09
4.30
and R. Saunders re bid procedures and transmit to P. Abelson (0.6); telephone conference with D. Katic re Polytec Beta proposal and work on multiple iterations of
same (3.0).
06/15/09
Cristy G Parker Communcate with working group re DIP amendment.
0.20
06/16/09
Gregg Amber Correspondence with working group and with Polytec lawyers regarding due dilgence requests (0.5); conferences with G. Sleichter re responses to due diligence requests including background on DCOR power issue (0.5).
Cristy G Parker
CommW1icate with working group and lenders' counsel
1.00
06/ 16/09
1.00
re DIP amendment (0.3); review revised DIP amendment

and coordinate execution (0.7).
06/17/09
Cristy G Parker Review prepetition credit facilities and assemble requested information for banptcy counsel (2.4);
5.00
Additional disbursements may have been paid or incurred on your behalf and are not refleced in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

AITORNEYS AT LAW
Pacitc Energy Resources Ltd. Financing 023353-0035
July 13, 2009

Invoice No. 561000
Page No.4
analyze issue re lien priority and discuss same with

banptcy counsel (0.7); review
and comment on
portions of complaint relating to lien priority (0.9); draft description ofDrp amendment for SEDAR filing and communicate with Canadian counsel re same (1.0).
06/17/09
Gregg Amber Correspondence with working group re responses to Polytec due diligence requests.
0.60
06/19/09
Edson McClellan Attend conference call with Dewey LeBoeuf attorneys re employee benefits (0.2); exchange e-mails with counsel re same (0.1); prepare release agreement (0.1); prepare e-mail to B. Walker re employment agreements (0.1); exchange e-mails with G. Tywoniuk re terms of
release agreement (0.1).
0.60
06/25/09
Gregg Amber Extensive e-mail correspondence with working group regarding responses to Polytec/LeBeouf due diligence requests, confidentiality agreement, etc. (0.8); review and comment on term sheet regarding Polytec proposal and letter to unsecured commttee re same (0.5).
1.30
Total Hours
55.50
$26,720.00
Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$26,720.00
77 ,977.89
(49,521.13)
28,456.76
$55,176.76
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

A nORNEYS AT LAW
Financing 023353-0035
July 13, 2009 Invoice No. 561000 Page No.5
ACCOUNTS RECEIVABLE
0-30DAYS
$26,720.00
31- 60 DAYS $28,456.76
61- 90 DAYS $0.00
91-180 DAYS
$0.00
OVER 180 $0.00

The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law derk or document clerk
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100

Biling Att.
561000 023353 - 0035

James O'Neal
Date
July 13,2009
Financing
INVOICE SUMMAY
CURRENT INVOICE SUMMARY: Professional Fees
$ $
26,720.00 26,720.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be fumished to you The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Att: Gerr Tywoniuk, Sr. VP and CFO

Biling Att.
561000 023353 - 0035

James O'Neal
111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
July 13, 2009
Financing
REMITT ANCE COpy


Professional Fees
$
26,720.00 26,720.00
Wire Instructions
Union Bank of California 18300 Yon Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Add~ional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk,
TAXPAYERS ACCOUNT
NO 95.J5~9027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
561001
023353 - 0037
J ames O'Neal
Date Page
July 13,2009
i
RE: Acme Well
06/18/09
Rushika Kumararatne Correspondence with client and attorney for well

operator regarding transfer of operator of ACME welL.
0.80
Total Hours
0.80
$260.00
Total Current Fees Prior Balance Due
$260.00 325.00
$585.00
Total Balance Due
ACCOUNTS RECEIVABLE
0- 30 DAYS $260.00
31- 60 DA YS
$227.50
61 - 90 DAYS $97.50
91 - 180 DAYS $0.00
OVER 180
$0.00

The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 86-3619027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
561001 023353 - 0037

James O'Neal
Billing Att.
Date
July 13,2009
Acme Well
INVOICE SUMMARY
260.00 260.00
Wire Instructions
California 18300 Von Karman Irvine, CA 926 i 2 ABA 1/: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on your behalf and are not reneced in this statement. An additional statement covering such disbursements wil be furnished to you The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX '-950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641.5100
1 I I West Ocean Boulevard, Suite 1240

Biling Atty.
561005
023353 - 004 I
James O'Neal
Date Page
July 13,2009
1
RE: Securities Issues
06/23/09
Cristy G Parker
Communicate with holder of
0.30
restricted securities re
requirements for legend removaL.
06/24/09
Cristy G Parker Offce conference re opinion requests re removal of restricted securities legends.
0.20
0.50
$225.00
Total Current Fees
Prior Balance Due
$225.00
49,8 i 7.49
Total Balance Due
$50,042.49
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal. law clerk or docment clerk.
RUTAN & TUCKER, LLP

ATTORNEYS A1LAW

Securities Issues
July 13,2009
i nvoice No. 56 J 005
023353-004 i
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $225.00
31- 60 DAYS $49,817.49
61 - 90 DAYS $0.00
91-180 DAYS
$0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not refteCled in this statement. An add~lonal statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.J5190Z7
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARO SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641.5100
I I 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
56 1005
023353 - 004 i
James O'Neal
Billing Att.
Date
July i 3,2009
Securities Issues
INVOICE SUMMARY
CURRNT INVOICE SUMMARY: Professional Fees Fees and Costs Duc This Invoice
225.00 225.00
Wire Instructions
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Additional disbursemen1s may have been paid or incurred on your behalf and are not reflected in this statement.

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3S190Z7
RUTAN & TUCKER, LLP

A nORNEYS AT LAW
(714) 641-100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I i I West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
561005
023353 - 004 I
James O'Neal
Date
July 13,2009
Securities Issues
REMITf ANCE COpy

225.00 225.00
Wire Instructions
1 8300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Addi1ionaJ disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 1 1 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
561145
023353 - 0038 James O'Neal
Date Page
July 14, 2009

1
RE: General Corporate Issues

06/08/09
0.20
Review and respond to emails from B. Walker re minutes.
06/11/09
0.90
Review minutes (0.3); update minute book index (0.2); follow up regarding signatures required on minutes (0.3);
update task list (0.1).
06/12/09
Garett Sleichter
0.20
Research and respond to S. Maning request for

shareholder information.
06/1 S/09
0.10
Update minute book; prepare email to B. Walker following up on status of execution of minutes.
06/15/09
Gregg Amber Correspondence with B. Walker, E. McClellan and 1.

Kharasch re KELP and certain employee employment
0.30
agreement releases.
06/15/09
Edson McClellan Telephone conference and e-mails with Ms. Walker re Key Employee Incentive Plan and interpretation of employment agreements (0.2); exchange e-mails with
0.40
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement
An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

AlTORNEYS AT LAW
Pacific Energy Resources Ltd. General Corporate Issues 023353-0038
Page No.2
counsel re release agreement (0.2).
06/16/09
Edson McClellan Review amended employment agreements (0.2); review

key employee incentive program documents (0.2);
0.60
telephone conference with B. Walker re terms of release

(0.2).
06/1 8/09
Edson McClellan Conference call with G. Tywoniuk and B. Walker re terms of release agreement and further amended employment agreements. Edson McClellan Prepare release agreement for executives (1.2); prepare e-mail to Mr. Tywoniuk and Ms. Walker re same (0.2).
0.30
06/22/09
1.40
06/22/09
Garett Sleichter Prepare updated fulIy diluted capitalization table as of May 31, 2009.
1.50
06/23/09
Edson McClellan Telephone conference with B. Walker re release agreement (0.2); conference call with G. Tywoniuk and B. Walker re same (0.3); revise release agreement (0.4).
0.90
06/24/09
Edson McClellan Prepare release agreement (0.5); prepare letter agreement (0.7); prepare e-mail to G. Tywoniuk and B. Walker re same (0.1). Rushika Kumararatne Assist client with warant tables and tag same to
capitalization table and securties offerings.
1.30
06/30/09
2.80
10.90
$3,808.00
DISBURSEMENTS AND COSTS ADV ANCED

Additonal disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 14,2009
General Corporate Issues 023353-0038
Direct Long Distance
60.00
Total Disbursements
$60.00
$3,868.00
6,617.50 (4,084.00)
Previous Balance Due

Payments and Adjustments
Prior Balance Due
2,533.50
Total Balance Due
$6,401.50
ACCOUNTS RECEIVABLE
0-30DAYS
$3,868.00
31- 60 DAYS $2,533.50
61 - 90 DAYS $0.00
91-180 DAYS
$0.00
OVER 180
$0.00
TAXPAYERS ACCOUNT
NO 98-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PAR1NERSHIP INCLUDING PROFESSIONAL CORPORATIONS

Biling Att.
561145 023353 - 0038

James O'Neal
Date
July 14, 2009
General Corporate Issues
INOICE SUMMAY
Professional Fees Disbursements and Costs Advanced
$
3,808.00 60.00 3,868.00
Wire Instructions
Union Bank of California 18300 Yon Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements wil be fumished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUrTE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628.1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
561145
023353 - 0038 James O'Neal
Date
July 14, 2009
General Corporate Issues
REMITTANCE COPY

Professional Fees Disbursements and Costs Advanced
$ $
3,808.00 60.00 3,868.00
Wire Instructions
Union Ban of California 18300 Van Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not refleced in this statement.

;.
TAXPAYERS ACCOUNT
NO 96-3619027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 1 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
561003 023353 - 0039

James O'Neal
Date Page
July 13,2009
1
RE: Confidentiality Agreements

06/01/09
Shigenobu Itoh
0.80
Review and prepare correspondence to M. Wiesinger regarding Ocar Capital confdentiality agreement.
06/04/09
Shigenobu Itoh Review and prepare correspondences with R. Lynd regarding OCAR confdentiality agreement for Alaska assets.
Shigenobu Itoh
0.40
06/04/09
0.40
Review and prepare correspondences regarding confdentiality agreement provisions in context of
banptcy.
06/05/09
Shigenobu Itoh Review True Star Petroleum confdentiality agreement (0.3); prepare correspondence to M. Wiesinger regarding
same (0.2).
0.50
06/08/09
Shigenobu Itoh Review and prepare correspondences with M. Wiesinger and G. Amber regarding Polytec Group confidentiality agreement (0.3); review client files regarding same (0.2). Shigenobu Itoh
0.50
06/09/09
0.30
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, (LC).or (DC) following an individual's name denotes paralegal, law clerk or document cierk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
July 13, 2009 Invoice No. 561003 Page NO.2
Review correspondences with Lazard and M. Wiesinger regarding TrueStar confidentiality agreement.
06/11/09
Shigenobu Itoh Review correspondence from R. Lynd regarding RK Energy confidentiality agreement.
0.10
06/25/09
Shigenobu Itoh Prepare confdentiality agreement for Deparment of Natural Resources review (1.0); prepare correspondence to M. Wiesinger regarding same (0.2).
Shigenobu Itoh Review and prepare comments to BSB Concepts, LLC confidentiality agreement.
Shigenobu Hoh
1.20
06/25/09
0.50
06/26/09
0.60
Review and prepare comments to Dale Resources confdentiality agreement (0.4); prepare correspondence to Albrecht and M. Wiesinger regarding same (0.2).
06/26109
Shigenobu Itoh Review and prepare correspondences with M. Wiesinger and G. Amber regarding Department of Natural Resources confidentiality agreement.
0.40
06/29/09
Gregg Amber Review and comment on Ensta NDA and correspondence with J. Arlington re same.
Shigenobu Itoh Review and prepare comments to Dale Resources confidentiality agreement (0.1); prepare correspondence to Albrecht regarding same (0. I). Shigenobu Itoh
Review deparment of natual resources confidentiality
0.40
06/29/09
0.20
06/29/09
0.10
agreement.
06/30/09
Shigenobu Itoh Review correspondence from G. Amber regarding department of natual resources confdentiality
0.20
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
July 13,2009
Invoice No. 561003
Page No.3
agreement.
Total Hours
6.60
$2,235.00
Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$2,235.00
19,205.00 (9,144.80) 10,060.20
$12,295.20
ACCOUNTS RECEIVABLE
o - 30 DAYS $2,235.00
31- 60 DAYS
$ 1 0,060.20
61- 90 DAYS $0.00
91-180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have been paid or Incurred on your behalf and are not reftected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628.1950
(714) 641-5100

Biling Att.
561003
023353 - 0039
James O'N eal
Date
July 13, 2009
Confidentiality Agreements
INVOICE SUMMARY
2,235.00 2,235.00
Wire Instructions
18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I i 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Att.
561003 023353 - 0039

James O'Neal
Date
July 13,2009
Confidentiality Agreements
REMITTANCE COpy
2,235.00 2,235.00
Wire Instructions
Union Bank of California 18300 Yon Karan Irvine, CA 92612 ABA #; 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have ben paid or Incurrd on your behalf and are not renected in this statement.
An additional slatement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641.5100

Att: Gerr Tywoniuk, Sr. VP and CFO

Biling Att.
561004 023353 - 0040

James O'Neal
1 1 1 West Ocean Boulevard, Suite 1240
Date Page
July 13,2009
1
RE: General Contract Review and Preparation

06/02/09
Garett Sleichter
0.30
Draft email communication to M. Carcich re Confidentiality Agreement for Redoubt insurance claim (0.2); communication with J. Kuritz re same (0.1).
06/05/09
Garett Sleichter
0.30
Review Wells Fargo comments to Deposit Account Control Agreement (0.2); draft email communication to J. Kuritz re same (0.1).
06/1 0/09
Garett Sleichter
0.40
Review attorney M. CurcIch revised draft of Confidentiality Agreement with insurers and reinsurers
regarding Redoubt claim.
06/11/09
Gregg Amber Review and comment on transition services agreement.
0.60
06/23/09
Garett Sleichter Review and comment on Zurch American Insurance Company fonn of Nondisclosure Agreement.
0.30
1.90
$8 17.50
Additional disbursements may have ben paid or Incurred on your behalf and are not renected in this statement.
An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040
July i 3,2009 Invoice No. 56 i 004 Page NO.2
Total Curent Fees Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$817.50
4,432.50 (1,716.00) 2,716.50

$3,534.00
ACCOUNTS RECEIVABLE
o - 30 DAYS $817.50
31- 60 DAYS $2,716.50
61- 90 DAYS $0.00
91-180 DAYS
$0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering suc disbursements wil be furnished to you. The abbreviation (PA). (LC),Or (DC) following an Indlvldual's name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT lAW
A PARTNERSHIP INCLUDING PROFESSIONA CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641.5100
Invoice No.
Account No.
Billng Att.
561004 023353 - 0040

James O'Neal
Date
July 13,2009
General Contract Review and Preparation
INOICE SUMMY
$
817.50 817.50
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Retrence: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you, The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 1 1 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billng Att.
561004 023353 - 0040

James O'Neal
Date
July 13,2009
General Contract Review and Preparation
REMITTANCE COPY

Professional Fees
$
817.50 817.50
Wire Instructions
Union Ban of California 18300 Von Karan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement An additional statement covering such disbursements will be furnished to you. Ths abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
In re: )
STATE OF DELAWARE )
) ss:

Chapter I 1
)
PACIFIC ENERGY RESOURCES LTD., et al., 1 )
Debtors. )
Case No. 09-10785 (KJC) (Jointly Administered)
AFFIDAVIT OF SERVICE
COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of Pachulski Stang Ziehl & Jones LLP, attorneys for the
Debtors in the above-captioned action, and that on the 11th 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:
Notice and Monthly Fee Application of Rutan & Tucker, LLP as Special Counsel to
the Debtors for the Period June 1-30, 2009
me~~s~;
Sworn to anq lbscribed before
~ ,i ,a
MARY E. CORCORA NOTARY PUBLIC STATE OF DELAWAR

My commission expires Nov. 4, _
Commission Exp.: I L-f4 ,U I
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
the Debtors is 1 i 1 W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List

Case No. 09- 1 0785 Document No. 147432
Hand Delivery
(Counsel to Official Committee of
Unsecured
03 - Hand Delivery 06 - First Class Mail
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
1313 Market Street Wilmington, DE 19899
(Counsel for Debtors) Laura Davis Jones, Esquire

James E. O'N eil, Esquire
First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources
1 1 1 We. Ocean Boulevard, Ste 1240
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., 11th Floor
First Class Mail (Debtors)

Mr. Scott W. Winn Senior Managing Director Zolfo Cooper
1166 Sixth Avenue, 24th Floor
New York, NY 10026

(via First Class Mail) (The Fee Auditor)
Waren H. Smith Warren H. Smith & Associates, P.C.
Republic Center
Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire the United States Trustee Office of J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35
325 N. St. Paul, Ste 1250
Dallas, Texas 75201 feeauditwhsmithlaw.com
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) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103
First Class Mail

(counsel to Offcial Committee of
Unsecured Creditors)
Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
First Class Mail

(counsel to Official Committee of
Unsecured Creditors)
Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 212 1 Avenue of the Stars, 28th Floor Los Angeles, CA 90067
68773-001\DOCS_DE: 147432. I

10000015492

Transféré par

Informations du document

Description originale:

Copyright

Formats disponibles

Partager ce document

Partager ou intégrer le document

Options de partage

Avez-vous trouvé ce document utile ?

Ce contenu est-il inapproprié ?

Droits d'auteur :

Formats disponibles

10000015492

Transféré par

Droits d'auteur :

Formats disponibles

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

Period for which Compensation and

entered on or about May 1, 2009

PRIOR APPLICATIONS FILED

Position, Prior Relevant

Parer since 1998;

Member of CA Bar since

Financial Practice Grou

Member of CA Bar since 1981; Member of Co orate L w Grou

Parer since 1998;

Member of CA Bar since 1995; Member of Corporate Law Group

Position of the Applicant, Number of Years in that

Position, Prior Relevant

Experience, Year of Obtaining License to

Associate since 2002;

Member of CA Bar 2000; Member of Financial P

Parner since 2008 Labor

& Employment; Member

Associate since 2004;

Member of CA Bar since 2004; Member of C orate Law Gr u

Member of CA Bar since 2006; Member of

Member of CA Bar since 2005; Member of Co orate Law Grou

Associate since 2007;

Member of CA Bar since 2007

Member of Corporate Law Grou

Grand Total: Total Hours:

$ 148,667.50 354.1 $ 419.85

100.8 149.2 55. 10.9 0.8

Dated: August jQ 2009

RUTAN & TUCKER, LLP

21231023353-0031 1026902.0 i 308/07/09

IN THE UNITED STATES BANKRUPTCY COURT

PACIFIC ENERGY RESOURCES LTD., et al.,!

Case No. 09- I 0785(KJC) (Jointly Administered)

Objections Deadline: August 31,

2009 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankptcy Procedure

U.S.C. 105(A) and 33 i Establishing Procedures for Interim Compensation and

By this Application Rutan seeks a monthly interim allowance of compensation in

$148,667.50 and actual and necessary expenses in the amount of$196.50

the allowed expenses) for a total payment

In support of this Application, Rutan respectfully represents as follows:

i. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary

A Committee of Unsecured Creditors ("Committee") was appointed on or about

2. The Court has jurisdiction over this matter pursuant to 28 U.S.C.

authorizing certain professionals ("Professionals") to submit monthly applications for

interim compensation and reimbursement for expenses, pursuant to the procedures

the requested expenses. Beginning with the period ending

the amounts sought in its monthly fee applications

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

whatsoever in connection with the matters covered by this Application. There is no

this Court and the Bankruptcy Code.

2 i 23/023353-003 J 1026957.0 I 308/07/09

Rutan's computerized billing program by the attorney or paralegal performing the

than in a case under the Bankuptcy Code.

Actual and Necessary Expenses

i O. A summary of actual and necessary expenses incurred by Rutan for the

cases, such as this one, arising in Delaware. Rutan's photocopying machines

2 i 23'023353-0031 1026957.01 308/07/09

13. ~ With respect to providers of on-line legal research services (~,