IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

) )
)

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., el al., i

Debtors.
Deadline for Objections: April

) )

Case No. 09-10785(KJC) (J oindy Administered)

24, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: May 1,2009 at 1 :00 p.m. prevailng Eastern time

APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS 105(a), 327(c), 328, AND 330 OF THE BANKRUPTCY CODE FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY, AND COMPENSATE RUTAN & TUCKER, LLP AS SPECIAL CORPORATE AND LITIGATION COUNSEL
The above-captioned debtors and debtors in possession (the "Debtors") move the Court
for entry of an order authorizing the Debtors to employ and compensate the law firm of Rutan &

Tucker, LLP ("Rutan") as special corporate and litigation counsel (the "Application"). In
support of

this Application, the Debtors respectfully state as follows:

Jurisdiction
1. This Court has jurisdiction over the Application pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 V.S.C. 157(b)(2). Venue is proper before this
Court pursuant to 28 U.S.C. 1408 and 1409.

2. The statutory bases for the relief sought herein are sections 1 05(a), 327(e), 328,
and 330 oftite 11 of

the United States Code (the "Bankuptcy Code").

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 1.0. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 I); San Pedro Bay Pipeline Company (\234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

-1 -

Backe-round
3. On March 9, 2009 (the "Petition Date"), the Debtors commenced these cases by

filing voluntary petitions for relief under chapter II of the Bankruptcy Code.
4. The Debtors have continued in the possession of

their property and have

continued to operate and manage their business as debtors in possession pursuant to

sections 1 107(a) and 1108 of

the Bankuptcy Code.

the Debtors' chapter 11

5. No trustee or examiner has been appointed in any of

cases. On March i 9,2009, the United States Trustee appointed the Official Committee of
Unsecured Creditors.
6. The factual background relating to the Debtors' commencement of

these chapter

1 i cases is set forth in detail in the Affdavit o/Gerry Tywon;uk, CMe/ F;nancial Officer o/ihe

Debiors, ;n Support orF;rsl Day Molions fied on March 9,2009 IDocket No.2), which is
incorporated herein by reference.
7. By this Application, the Debtors seek entry of

an order pursuant to sections 327(e)

and 330 of

the Bankruptcy Code and Banptcy Rules 2014(a) and 2016 authorizing the

Debtors to retain and employ Rutan as special counsel to handle corporate matters, and

commence and/or assist on general litigation matters, including adversary proceedings fied in
this case.
8. Specifically, the Debtors request authority to employ and retain Rutan to render

legal services relating to corporate matters affecting the Debtors including but not limited to, key

employee retention programs, asset sales, matters affecting the board of directors, the Debtors efforts to secure and/or restructure financing, issues related to the use of cash collateral and all

w2w

other financing matters to the extent requested by the Debtors; as well as, commencing and/or

assisting on general litigation matters including adversary proceedings which may be fied in this
case.
9. By this Application, the Debtors seek to employ and retain Rutan in a limited

capacity with respect to matters described above because of

Rutan's recognized expertise and

extensive knowledge of corporate and securities' matters, as well as litigation matters, whether n

or out of chapter 11 business reorganizations. In addition, as described below, because of

Rutan's prepetition employment by the Debtors, Rutan has historical knowledge of

the Debtors'

companies and their corporate financing matters.

10. For the last four years, Rutan has represented the Debtors as its primary outside

legal firm with respect to all aspects of negotiation and documentation related to its complex financing arrangements, employment matters, as well as general advice to the board of directors

and officers of the Debtors, including analysis of potential or threatened litigation. Thus, Rutan
is intimately familiar with the Debtors' complex financing and business in general, as well as
many of the legal issues that may arise in the context of

these matters. Due to Rutan's

relationship with the Debtors, Rutan is both well qualified and uniquely able to represent them as
special counsel in connection with corporate and financing matters, employment issues, as well
as in connection with any general litigation matters arising out of

the Debtors' business and

financing activities, in an efficient and timely manner.

11. Subject to further order of

the Court, the Debtors request authority to employ and

retain Rutan to render legal services as described above and all other corporate and litigation
matters for which the Debtors may request Rutan's services, from time to time.

-.)-

"

12. Rutan understands that the Debtors have retained and may retain additional

professionals during the term of

the engagement and agrees to work cooperatively with such

professionals to integrate any respective work conducted by the professionals to integrate any
respective work conducted by the professionals on behalf of

the Debtors. Specifically, by

separate applications, the Debtors seek to retain (a) Pachulski, Stang, Ziehl & Jones, LLP, as general restructuring counsel in these chapter 11 cases, (b) Schully, Roberts, Slattery & Marino

as special oil and gas counsel, (c) Devlin Jensen as counsel for Pacific Energy Resources, Ltd.

("PERL") in its Canadian bankuptcy case and (d) Omni Management Group as notice, claims

and balloting agent. Rutan has assured the Debtors that it wil work closely with each of these
firms to take care not to duplicate their efforts in these chapter 1 I cases.
13. The Debtors believe that it is crucial that Rutan be retained as special counsel

given Rutan's knowledge and experience representing the Debtors with respect to corporate and
securities matters, financing and other related issues. If

the Court does not authorize the Debtors'

employment and retention of Rutan in their chapter 1 I cases, the Debtors, their estates and all

parties in interest would be unduly prejudiced by the time and related expense for other counsel
to familiarize themselves with the matters described above.

14. Moreover, Rutan wil not otherwise render any services with respect to the
administration of the Debtors' chapter 1 I cases absent separate application to the Court.
15. Rutan's hourly rates are set at a level designed to fairly compensate Rutan for the

work of its attomeys and paralegals and to cover fixed and routine overhead expenses. Hourly
rates vary with the experience and seniority of

the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with

-4-

the rates charged elsewhere. In particular, Rutan's current hourly rates for matters related to
these chapter 1 1 cases range as follows:

Biling Category
Partners Associates

Range
$450 - $650 $230 - $380
$120 - $260

Paraprofessionals

16. The following professionals are presently expected to have primary responsibility
for providing services to the Debtors: Gregg Amber ($550), Mark Frazier ($450), Penelope
Parmes ($625), Cristy Parker ($450), Edson McClellan ($375), Garrett Sleichter ($375), Rushika
Kumararatne ($325), Shigenobu Hoh ($325), Catherine Parsons ($250), Laurie Biegel ($215)and

Rosemary White ($200). In addition, from time to time, other Rutan professionals and
paraprofessionals will provide services to the Debtors.
17. It is Rutan's policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client's case that would not have been
incurred except for representation of

that particular client. It is also Rutan's policy to charge its

clients only the amount actually incurred by Rutan in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime
expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions,
airfre, meals and lodging. In its representation of

the Debtors prepetition, Rutan advanced on

behalf of the Debtor monies to pay periodic bilings received from Merril Data in connection
with setting up and maintaining a virtual room (and associated charges) regarding the sale of
assets.
18. Rutan wil apply to the Couit for payment of compensation and reimbursement of

-5-

expenses in accordance with the procedures set forth in the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and any other applicable

orders or procedures established by the Court. Rutan wil submit with its fee applications
detailed daily time entries for each individual providing services in one-tenth (.10) hour
increments, explaining the services provided as well as a categorized summary of disbursements and expenses for which Rutan is seeking reimbursement, including costs relating to the Merrill
Data Room site.
19. Rutan further states that pursuant to Bankuptcy Rule 2016(b) it has not shared,

nor agreed to share, (a) any compensation it has received or may receive with another party or

person, other than with the partners, associates and contract attorneys associated with Rutan or
(b) any compensation another person or party has received or may receive.
20. As set forth in greater detail in the Parmes Declaration, in December 2008, the
Debtors paid $150,000 to Rutan as a classic retainer. As of

the Petition Date, the Debtors owed

Rutan the sum of$15,244 for legal services rendered before the Petition Date, when taking into
account Rutan's classic retainer. The balance due in the classic retainer as of

the Petition Date

was $51,969.16 which remains as a postpetition retainer.

21. To the best of the Debtors knowledge, the members, counsel and associates of

Rutan do not have any connection with or any interest adverse to the Debtors, their creditors, or

any other party in interest, including any shareholders holding 4% or more ownership interest in the Debtors, or their respective attorneys and accountants with respect to any matters on which
Rutan is to be engaged. However, some of

the attorneys at Rutan are public shareholders of

PERL's stock. None of

PERL, holding de minimus amount of

the attorneys at Rutan are

-6-

members of

the Debtors' Board of

Directors, are offcers or are otherwise in any way in control

of the Debtors.
22. The Debtors and their estates wil be well served by authorizing the retention of

Rutan because of such professional's past relationship with, and understanding of, the Debtors

and their operations. It is in the best interest of all of the parties and the creditors to avoid any
disruption in the professional services rendered by Rutan in the day-to-day operations of the
Debtors' business.

Notice
23. Notice of

this Application has been given to the following paries or, in lieu
known: (i) the Office of

thereof, to their counsel, if

the United States Trustee; (ii) the Debtors'

pre-petition and post-petiton lenders; (iii) proposed counsel for the Official Committee of
Unsecured Creditors and (iv) those persons who have requested notice pursuant to Rule 2002 of
the Federal Rules of Bankruptcy Procedure. The Debtors submit that, in light of

the nature ofthe

relief requested, no other or fui1her notice need be given.

Waiver of Memorandum of Points and Authorities

24. The Debtors respectfully request that this Court treat this Application as a written

memorandum of points and authorities or waive any requirement that this Application be
accompanied by a written memorandum of points and authorities as described in Local
Bankruptcy Rule 9013-1(G).

No Prior Request
25. No prior request for the relief sought in this Application has been made to this
Coui1 or any other couit.

-7-

WHREFORE, the Debtors respectfuly request that ths Cour enter an order,
substtially in the form attched hereto, grantig the relief requested herein and such other ant

fuer relief as ths Cour deems appropriate.

Dated: AprilS, 2009

P ACHULSKI STANG ZIEHL & JONES LLP

Laura Davis Jones (Bar No. 2436) Ira D. Kharasch (CA BarNo. 109084)
Scott E. McFarland (DE Bar No. 4184,

~~

CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 Nort Market Street, i 7th Floor
P.O. Box 8705

Wilmington, DE 19899-8705 (Courer 19801)

Telephone: (302) 652-4100
Facsimile: (302) 652-4400

Email: ljones~pszilaw.com

ikarchtIpszilaw.com
smcfarland~pszjlaw.com rsaunders~pszjlaw.com j oneil~pszjlaw.com kmakowskioszilaw.com (Proposed) Counsel for the Debtors and Debtors in Possession

IN THE UNITED STATES BANUPTCY COURT

In re: )
TO: (a) the Offce of Offcial Committee of

FOR THE DISTRICT OF DELAWAR

Chapter 11

) )

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. )

Case No. 09~ 10785(KC) (Jointly Administered)

Deadline for Objections: April 24, 2009 at 4:00 p.m. prevailng Eastern time Hearing Date: May 1, 2009 at 1:00 p.m. prevailng Eastern time

NOTICE OF APPLICATION PURSUANT TO SECTIONS 105(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
Delaware; (b) counsel to the Unsecured Creditors (c) the Debtors' pre-petition and post-petition lenders or their counsel and (d) all parties who have requested notice pursuant to
the United States Trustee for the District of

Bankptcy Rule 2002

PLEASE TAKE NOTICE that on April 8, 2009, the debtors and debtors-inpossession (collectively, the "Debtors") in the above-captioned case have fied the attached
Application Pursuant to Sections 105(A), 327, 328 And 330 of

the Banptcy Code Authorizing

Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and
Litigation Counsel (the "Application") with the Clerk of

the United States Bankptcy Court for

the District of

Delaware.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Application must be fied on or before April

24, 2009 at 4:00 p.m. prevailng Eastern Time.

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailing address for all of

i The Debtors in these cases, along with the last four digits of each of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-001 \DOCS_DE: 1 46912.2

Objections or other responses to the Application, if any, must also be served so

that they are received not later than April 24, 2009 at 4~00 p.m. prevailng Eastern time, by:
(1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, Wilmington, DE

19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones(pszjlaw.com
and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11 th Floor, Los

Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail:

ikharash(pszjlaw.com; (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen,

399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail:
jeffrey.sabin(bingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA

01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kyle(bingham.com and Silver
Point Finance: Skadden, Ars, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago,

IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail:

seth.jacobson(skadden.com and (c) the Office of

the United States Trustee, J. Caleb Boggs

Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of

Unsecured Creditors

(the "Committee"), Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los Angeles,

CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper(steptoe.com.

A HEARNG ON THE APPLICATION WILL BE HELD BEFORE THE

HONORALE KEVIN J. CARY AT THE UNITED STATES BANKRUPTCY COURT,

824 MART STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON,

DELAWAR 19801 ON MAY 1, 2009 AT 1:00 P.M. PREVAILING EASTERN TIME.

68773-001 \DOCS_DE: 146912.2

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE

COURT MAY APPROVE THE APPLICATION WITHOUT FURTHER NOTICE OR

HEARG.
Dated: April 8, 2009
PACHULSKI STANG ZIEHL & JONES LLP

La rlDavis Jones (DE Bar No. 2436)

i tu~

IrM. Kharasch (CA Bar No. 109084)

Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones~pszilaw.com

ikharasch~pszilaw .com smcfarland~pszilaw.com

rsaunders,pszi law .com i oneill~pszi law .com
kmakowski~pszilaw .com

(Proposed) Counsel for Debtors and Debtors in Possession.

68773-001 \DOCS_DE: 1 46912.2

68773-001 \DOCS_DE: 1 46912.2

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF CALIFORNIA )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et at., i )

Case No. 09- L(Jointly Administered)

Debtors. )

DISCLOSURE DECLARATION OF PENELOPE PARMES IN SUPPORT OF APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS io5(a)~ 3271 328,
AND 330

OF THE BANKRUPTCY CODE FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY1 AND COMPENSATli: SPECIAL COUNSEL

COUNTY OF ORANGE )
I, Penelope Parmes, hereby declare that the following is tnie to the best of my
knowledge, information and belief:
I. I am a member of the law firm of

Rutan & Tucker, LLP (the "Finn") which

maintains its primary offces at 611 Anton Boulevard, Suite 1400, Costa Mesa, California 92626.
2. This Declaration is submitted in connection with the Application Of

The Debtors

Pursuant To Sections 105(A), 327, 328, And 330 Of

The Bankrptcy Code For An Order

Authorizing The Debtors To Retain, Employ, And Compensate Special Counsel fied
contemporaneously with this Declaration.
The Debtors in these cases, along with the last four digits of each of

the Debtor's federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Caneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA.

892/023353-0021
1004502.01 004/07/09

-1-

3. The Firm, through me, and other attorneys within the fimi, has represented and

advised the Debtors for the past four years as its primary counsel with respect to a broad range of
aspects of the Debtors' business, including matters relating to general corporate and securities issues, complex financing and negotiations relating to such financing with the Debtors' lenders,

employment matters, counseling the Board of Directors, and evaluating and advising regarding
litigation and/or potential litigation claims.
4. The Debtors have requested, and the Firm has agreed, to continue to provide these

services to the Debtors pursuant to section 327 of chapter 11 of

title 11 of

the United States Code

(the "Bankptcy Code") with respect to such matters.

5. Rutan understands that the Debtors have retained and may retain additional

professionals during the term of

the engagement and agrees to work cooperatively with such

professionals to integrate any respective work conducted by the professionals to integrate any

respective work conducted by the professionals on behalf of the Debtors. Specifically, by

separate applications, the Debtors seek to retain (a) Pachulski, Stang, Ziehl & Jones, LLP, as
general restructuring counsel in these chapter I 1 cases, and (b) Omni Management Group as

notice, claims and balloting agent. Rutan has assured the Debtors that it wil work closely with
each of

these firms to take care not to duplicate their efforts in these chapter 11 cases.
6. The Debtors believe that it is crucial that Rutan be retained as special counsel

given Rutan's knowledge and experience representing the Debtors with respect to corporate and
securities matters, financing and other related issues. If the Court does not authorize the Debtors'
employment and retention of

Rutan in their chapter 11 cases, the Debtors, their estates and all

89l/0233 53-0021
1004502.0) a04107/09

paities in interest would be unduly prejudiced by the time and related expense for other counsel
to familiarize themselves with the matters described above.
7. Rutan will not otherwise render any services with respect to the administration of

the Debtors' chapter i i cases absent separate application to the Court.

8. Rutan's hourly rates are set at a level designed to fairly compensate Rutan for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly
rates vary with the experience and seniority of

the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with
the rates charged elsewhere. In particular, Rutan's CUlTent hourly rates for matters related to
these chapter 11 cases range as follows:

Biling Category
Pai1ners Associates

Range
$450 - $650 $230 - $380 $120 - $260

Paraprofessionals

9. The following professionals are presently expected to have primary responsibility

for providing services to the Debtors: Gregg Amber ($550), Mark Frazier ($450), Penelope
Parmes ($625), CrIsty Parker ($450), Edson McClellan ($375), Garrett Sleichter ($375), Rushika

Kumararatne ($325), Shigenobu Itoh ($325), Catherine Parsons ($250), Laurie Biegel ($215)and

Rosemary White ($200). In addition, from tIme to time, other Rutan professionals and

paraprofessionals wil provide services to the Debtors.

i O. It is Rutan's policy to charge its clients in all areas of practice for identifiable,
non-overhead expenses incurred in connection with the client's case that would not have been
incUlTed except for representation of

that particular client. It is also Rutan's policy to charge its

892/023353-0D21
f004502.01 a04/07/09

clients only the amount actually incurred by Rutan in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime
expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions,

airfare, meals and lodging. In its representation of the Debtors prepetition, Rutan advanced on
behalf of

the Debtor monies to pay periodic bilings received from Merrll Data in connection

with setting up and maintaining a virtual room (and associated charges) regarding the sale of
assets.
1 1. Rutan wil apply to the Court for payment of compensation and reimbursement of

expenses in accordance with the procedures set forth in the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and any other applicable

orders or procedures established by the Court. Rutan wil submit with its fee applications
detailed daily time entries for each individual providing services in one-tenth (.10) hour
increments, explaining the services provided as well as a categorized summary of disbursements
and expenses for which Rutan is seeking reimbursement.
12. Rutan further states that pursuant to Banruptcy Rule 2016(b) it has not shared,

nor agreed to share, (a) any compensation it has received or may receive with another pary or
person, other than with the partners, associates and contract attorneys associated with Rutan or
(b) any compensation another person or party has received or may receive.

13. In December 2008, the Debtors paid $150,000 to Rutan as a classic retainer. As
of the Petition Date, the Debtors owed Rutan the sum of $ 1 5,244 for legal services rendered

before the Petition Date, when taking into account Rutan's classic retainer. The balance due in

892/023353-0021 '1004502.01 a04107/09

the classic retainer as of

the Petition Date was $51,969.16 which remains as a postpetition

retainer.
14. To the best of my knowledge, formed after due inquiry, the members, counsel and

associates of Rutan do not have any connection with or any interest adverse to the Debtors,
including any shareholders holding 4% or more ownership interest in the Debtors, their creditors,
or any other party in interest, or their respecti ve attorneys and accountants with respect to any
matters on which Rutan is to be engaged. However, some of

the attorneys at Rutan are public

shareholders of

the Debtors, holding de minimus stock ownership interests of the Debtors'. None
the Debtors' Board of

of

the attorneys at Rutan are members of

Directors, are offcers or are

otherwise in any way in control of the Debtors.

15. To the best of

my knowledge, formed after due inquiry, neither I, the Finn, nor

has any connection with the Debtors or currently represents any of

any employee thereof

their

creditors, other parties-in-interest, the Office of

the United States Trustee or any person

employed by the Offce of

the United States Trustee with respect to the matters upon which it is

to be engaged, and the Firm does not, by reason of any direct or indirect relationship to,
connection with, or interest in the Debtors, hold or represent any interest adverse to the Debtors,

their estates or any class of creditors or equity interest holders, except as described above.
16. Thus, I believe that the Firm's representation of

such entities in matters entirely

unrela1eu 10 the Debtors is not averse to the Debtors' interests, or the interests of their creditors
or estates in respect of

the matters for which the Firm wil be engaged, nor wil such services

impair the Firm's abilty to represent the Debtors in the ordinary course in these Chapter 11
Cases.

392102DSJ-OOi i
"i 004S02.0 J a04/07/09

17. In addition, although unascertainable at this time after due inquiry, due to the

magnitude of

the Debtors' potential universe of creditors -and the Firm's clients, the Firm may

have in the past represented, currently represent, and may in the future represent entities that are
claimants of

the Debtors in matters entirely unrelated to the Debtors and their estates. The Firm

does not and wil not represent any such entity in connection with these pending Chapter 1 1

Cases and does not have any relationship with any such entity, attorneys or accountants that
would be adverse to the Debtors or their estates.
18. In light of

the foregoing, I believe that the Firm does not hold or represent any

interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as

identified to the Firm, with respect to the matters in which the firm wil be engaged.

The foregoing constitutes the statement of the Firm pursuant to sections 329 and 504 of
the Bankniptcy Code and Federal Rules of

Bankruptcy Procedure 2014 and 2016(b).

perjury under the laws of

I declare under penalty of

foregoing is tnie and correct.

)~~/ -Pene ope Parmes

the United States of America that the

891/0233 S3.()11
1004502.01 aO'I/07/09

State of California )
County

of ordfv.Q )

On~,beforeme, Jan-J+ Lee

personally

, Notary Public,

here insert name and title of the oflcer)

appeared tene~ ~a(cYes ,who proved to me on the basis of

satisfactory evidence to be the personc whose name,) is/af subscribed to the within
instrument, and acknowledged to me that llhe/t~ executed the same in ~/her/4e
authorized capacity~, and that by ff/her/t~ signature(~ on the instrument the person~, or

the entity upon behal f of which the person(l acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of

California that

the foregoing paragraph is true and correct.

WITNESS my hand and offcial seaL.

~ JANET LEE
. Commiito iJ 181l0
~ - -t. Notlry Public. Caor

:z OraOt Count .

J ~ ~ ~ _ .. ..Mi ~~. ~1~I_O~t ~.,!,,!l

(seal)

S92/023353-O21
1004502.0 I a04/07/09

IN THE UNITED STATES BANUPTCY COURT

In re: )
Upon the application (the "Application,,)2 of

FOR THE DISTRICT OF DELAWAR

Chapter 11

)
)

PACIFIC ENERGY RESOURCES LTD., et aI., 1 )

Debtors. )

Case No. 09- 10785(KC) (Jointly Administered)

ORDER GRANTING DEBTORS' APPLICATION PURSUANT TO SECTIONS 105(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
the above-captioned debtors and

debtors in possession (the "Debtors"), seeking authorization to retain, employ and compensate

Rutan & Tucker, LLP as special corporation counsel; and the Cour being satisfied, based on the
representations made in the Application and the Disclosure Declaration of Penelope Parmes in

Support of the Application, that Rutan holds no interest adverse to the Debtors or the Debtors'
estates with respect to the matters upon which it is to be engaged, and is disinterested as that

term is defined under section 101(14) ofthe Bankptcy Code, as modified by section 1107(b) of
the Banptcy Code, and that the employment of

Rutan is necessary and in the best interests of

the Debtors and the Debtors' estates; and it appearing that the Court has jurisdiction to consider

the Application; and it appearing that due notice of the Application has been given and no fuher

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 J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 Capitalized term, unless otherwise defined herein, shall have the meanings ascribed to them in the

Application.

68773-002\DOCS _DE: 1 46923. 1

notice need be given; and upon the proceedings before the Cour; and after due deliberation and

good and sufficient cause appearng; it is

ORDERED that the Application is granted; and it is fuher

ORDERED that pursuant to section 327(a) of

the Banptcy Code, the Debtors

are authorized to employ and retain Rutan as special corporate and litigation counsel, effective

nunc pro tunc to the Petition Date, on the terms set forth in the Application; and it is fuher
ORDERED that the Rutan shall fie applications and be compensated in

accordance with sections 328, 330 and 331 of the Banptcy Code, the Bankptcy Rules, the
Local Rules, and such other procedures as may be fixed by order of this Court; and it is further
ORDERED that nothing in this Order shall be deemed to affect any and all rights
that the Official Committee of

Unsecured Creditors or any party-in-interest may have to seek

avoidance, pursuant to Chapter 5 of the Banptcy Code, of any prepetition payments made by
the Debtors to Rutan, and all such rights are hereby expressly preserved.

Dated:

,2009
The Honorable Kevin J. Carey
Chief

United States Bankptcy Judge

68773-002\DOCS _DE: 1 46923.1

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
list in the maner indicated:

FOR THE DISTRICT OF DELA WARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Case No. 09- 10785 (KJC)

Debtors. )

(Jointly Administered)

CERTIFICATE OF SERVICE
I, James E. O'Neil, Esquire, hereby certify that on the 8th day of April 2009, I

caused a copy of the following document to be served on the individuals on the attached service

NOTICE OF APPLICATION PURSUANT TO SECTIONS 105(A), 327, 328 AND 330 OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY AND COMPENSATE RUTAN & TUCKER, LLP AS SPECIAL CORPORATION AND LITIGATION COUNSEL;
APPLICATION OF DEBTORS PURSUANT TO SECTIONS 105(A), 327, 328 AND 330 OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO RETAIN, EMPLOY AND COMPENSATE RUTAN & TUCKER, LLP AS SPECIAL CORPORATION AND LITIGATION COUNSEL;

(PROPOSED) ORDER AUTHORIZING THE RETENTION OF COMPENSATE RUTAN & TUCKER, LLP AS SPECIAL CORPORATION AND LITIGATION COUNSEL

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 mailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-001 \DOCS_DE: 146924.3

Pacifc Energy Resources Ltd.

2002 Service List Case No. 09-10785

Document No. 145745

11 - Hand Delivery 35 - First Class Mail

02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for the Debtors and Debtors in Possession) Ian S. Fredericks, Esquire Skadden Ars, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

((Proposed) Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

Interoffice Pouch to Los Angeles ((Proposed) 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

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of
Californa, a California Corporation)

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A Citzens Ban Center, Suite 1401 919 Market Street, P.O. Box 1070 Wilmington, DE 19899
Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spah Andrews & Ingersoll, LLP 919 N. Market Street, iih Floor Wilmington, DE 19801

Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.

Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

First Class Mail

Secretary of Treasury P.O: Box 7040 Dover, DE 19903

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery

First Class Mail

Secretary of Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220

Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
(Official Committee of

First Class Mail

i\ttn: Insolvency

Hercules Plaza, Suite 1500

1313 Market Street Wilmington, DE 19899

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326

First Class Mail

Attn: Insolvency Internal Revenue Service
1352 Marrows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

Wilmington, DE 19801

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Office of the Attorney General U.S. Deparment of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0001

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Banptcy
100 F Street, N .E.

First Class Mail

Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903

Washington, DC 20549

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission
445 iih Street, S.W.

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire Skadden, Ars, Slate, Meagher & Flom,

LLP 333 West Wacker Drive Chicago, IL 60606-1285

Washington, DC 20554

First Class Mail

POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail (Counsel to Goldman Sachs and lAron &

Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP
399 Park Avenue

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

New York, NY 10022

First Class Mail

California Franchise Tax Board
Banptcy, BE MSA 345

First Class Mail (Counsel to Goldman Sachs and lAron &

Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

P.O. Box 2952 Sacramento, CA 95812-2952

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

First Class Mail First Class Mail

SWEPI LP

P.O. Box 576 Houston, TX 77001-0576

(Counsel for Union Oil Company of California, a California Corporation) Cabot Christianson, Esquire Christianson & Spraker
911 West 8th Avenue, Suite 201

First Class Mail

Noble Energy, Inc.

Anchorage, AK 99501

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Linda Lautigar Banuptcy Coordinator MMS / Denver Federal Center
POBox 25 i 65 Mail Stop 370B2 Denver, CO 80225

First Class Mail

Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Haris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

First Class Mail

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
Jodie E. Buchman, Esquire

First Class Mail

Goldman Sachs E&P Capital Attn: John K. Howie 1000 Louisiana, Suite 550 Houston, Texas 77002

DLA Piper LLP (US)

6225 Smith Avenue

Baltimore, MD 21209

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

Greenwich, CT 06830

First Class Mail

Seth E. Jacobson, Esquire L. Byron Vance III, Esquire Skadden, Ars, Slate, Meagher & Flom LLP 333 West Wacker Drive, Suite 2100 Chicago, IL 60606

First Class Mail

Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103
(Official Committee of

First Class Mail (Counsel to United States Deparment of

Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Deparment of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

Unsecured (Official Committee of Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51 st Floor

Philadelphia, P A 19103

First Class Mail

(Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067

First Class Mail

(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc. 510 Burard Street, 3 rd Floor

Vancouver, BC V6C 3B9