IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et ai.,
(Jointly Administered)
Debtors. Objection Deadline: 6/11109 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
FIRST MONTHLY FEE APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMIL TON LLP, AS DELAWARE
COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR
THE PERIOD FROM MARCH 19 THROUGH MARCH 31, 2009
Name of Applicant: Pepper Hamilton LLP
Authorized to Provide
Professional Services to: The Official Committee Of Unsecured Creditors
Date of Retention: April 29, 2009 nunc pro tunc March 19,2009
Period for which compensation
and/or reimbursement is sought: March 19-31, 2009'
This is a monthly interim final application.
Summary of Monthly Fee and Expense Invoice Statements for Compensation Period:
The total time expended for preparation of this fee application will be reflected in
subsequent fee applications.
I The Applicant reserves the right to include any time expended in the time period indicated above, and any
expenses, in future appJication(s) if it is not included herein.
#10922359 vI
PRIOR FEE APPLICATIONS FILED
Requested Approved Approved
Period Covered Requested Fees Dated Filed
Expenses Expenses Fees
No prior fee applications have been filed.
PROFESSIONALS
Name of
Professional Individual
Position With the Applicant
and Number of Years
In That Position
Hourly
Billing Rate
(Including
Changes)
Total
Billed
Hours
Total
Compensation
I Francis J. Lawall Partner (15 yrs) $595.00 8.70 $ 5,176.50
B. Stratton Partner (19 yrs) $650.00 6.60 $ 4,290.00
James C. Carignan Associate (7 yrs) $375.00 16.10

$
6,037.50 I
Evelyn J. Meltzer Associate (8 yrs) $375.00 .30 $ 112.50
Jayme H. Cook Senior Paralegal $215.00 1.40 $ 301.00
David Smith Document Clerk $50.00 .50 $ 25.00
Grand Total: $15,942.50
Total Hours: 33.60
Blended Rate: $376.66
-2
#10922359 vI
COMPENSATION BY CATEGORY
Project Categories
I
Total Hours Total Fees
B 11 0 Case Administration 11.80 i $ 5,600.50
B 140 Relief From Stay 6.80 $ 3,193.50
B150 Creditors' Committee
-"_.......
10040 $ 5,368.50
B 170 Employment of Professionals 4040 $ 1,650.00
B230 Financing/Cash Collateral .20. $
130.00
Total
!

33.60 $ 15,942.50 !
-3
#10922359 vi
EXPENSE SUMMARY
Service Provider
I
Total Expenses Expense Summary
(if applicable)
I
Total $ 0.00
___...____________----'-_______----'_______---.J
-4
#10922359 vl
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et at.,
(Jointly Administered)
Debtors. Objection Deadline: 6/11109 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
FIRST MONTHLY APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP,
DELAWARE COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the
"Bankruptcy Rules"), and the Court's "Order Pursuant to Sections 331 and 105(A) of the
Bankruptcy Code Establishing Procedures for Interim Compensation and Reimbursement of
Expenses of Professionals," signed on or about April 8, 2009 (the "Administrative Order"),
Pepper Hamilton LLP ("Pepper" or "Applicant"), Delaware counsel to the Official Committee of
Unsecured Creditors (the "Committee"), hereby submits it First Monthly Application for
Compensation and Reimbursement of Expenses for the Period from March 19, 2009 through
March 31, 2009 (the "Application").
By this Application, Pepper seeks a monthly interim allowance of compensation in
the amount of $15,942.50 and actual and necessary expenses in the amount of $00.00 for a total
allowance of$15,942.50 and payment of$12,754.00 (80% of the allowed fees) and
reimbursement of $00.00 (100% of the allowed expenses) for a total payment of$12,754.00 for
#10922474 vI
the period March 19, 2009 through March 31,2009 (the "Interim Period"). In support of this
Application, Pepper respectfully represents as follows:
Background
1. On March 9, 2009 (the "Filing Date"), Pacific Energy Resources Ltd.,
Petrocal Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Cameros Acquisition Corp.,
Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Cameros Energy, Inc.
and Gotland Oil, Inc. (collectively, the "Debtors") each filed a voluntary petition for relief
pursuant to Chapter 11 of the Bankruptcy Code. The Debtors have continued to manage their
businesses and properties as debtors-in-possession pursuant to Sections 11 07(a) and 1108 of the
Bankruptcy Code.
2. On March 19,2009 (the "Committee Formation Date"), the United States
Trustee appointed the Committee to represent the unsecured creditors of the Debtors pursuant to
11 U.S.c. 11 02(a)(l).
3. Pursuant to Section 1103 of the Code, the Committee selected Pepper
Hamilton LLP to serve as Delaware counsel for the Committee. On April 14,2009, the
Committee filed an application with this Court for approval to employ Pepper Hamilton LLP.
4. On April 29, 2009, this Court entered an Order authorizing the Committee
to employ Pepper Hamilton LLP as Delaware counsel for the Committee, effective as of March
19,2009, a copy of which is attached hereto as Exhibit A.
5. On April 8, 2009, the Administrative Order Establishing Procedures for
Allowance and Payment of Interim Compensation and Reimbursement of Expenses to
Professionals was entered.
Summary of Services Rendered and Expenses Incurred
-2
#10922414 vI
6. Applicant has rendered services from March 19, 2009 through March 31,
2008 in the amount of 33.60 hours.
7. Applicant maintains contemporaneous records ofthe time expended for the
professional services and expenses related thereto performed in connection with this Chapter 11
case and such records are maintained in the ordinary course of its business. These records
provide a detailed description of the services rendered and expenses incurred during the period
for which this Application is being made. A summary of Applicant's time records in the sum of
$15,942.50 is attached hereto as Exhibit B. This summary is broken down according to specific
task categories relating specifically to this Chapter 11 case. In some cases, Applicant found a
situation where the task of a professional may fit into two or more categories. In these cases,
Applicant has tried to categorize the time expended into the most appropriate category. If the
Court requires any further descriptions on these time entries, Applicant will provide additional
information.
8. Applicant believes that the post-petition services for the period March 19,
2009 through March 31, 2009 are reasonably worth the sum of $15,942.50 as set forth in the
summary identified as Exhibit B. Applicant notes that these costs are customary charges made to
other firm clients in the ordinary course of its billing practice. To assist the Court in its review of
the fees sought by Applicant, Applicant has separated its time entries in Exhibit B into the
following categories:
(a) Case Administration (Total hours: 11.80, total fees $5,600.50) This
category includes time spent by Applicant attending to coordination and compliance activities in
connection with the performance ofits duties as Delaware counsel for the Official Committee of
Unsecured Creditors.
-3
#10922474 vi
(b) Relief From Stay (Total hours: 6.80, total fees $3,193.50) This
category includes time spent by Applicant communicating with counsel and researching issues in
connection with the Chevron reliefstay motion.
(c) Creditors' Committee (Total hours: 10.40, total fees $5,368.50) This
category includes time spent by Applicant participating in Committee meetings and beginning to
analyze issues concerning unsecured creditors.
(d) Employment of Professionals (Total hours: 4.40, total fees
$1,650.00) This category includes time spent by Applicant preparing retention application and
performing related due diligence.
(e) Financing/Cash Collateral (Total hours: .20, total fees $130.00) This
category includes time spent by Applicant communicating with counsel re DIP objection and
carveout.
9. The attorneys who primarily worked on this case occasionally found it
necessary to consult with other attorneys in the firm on various aspects of the case. A brief
biography of each of the primary attorneys, along with a description of their areas of expertise,
are set forth in the summary identified as Exhibit C.
10. As outlined above, the attorneys who worked on this case from March 19,
2009 through March 31, 2009 have various levels of expertise. From time to time these attorneys
consulted with each other and other attorneys on different aspects of the case. It is submitted that
this is a more efficient way to run a case than to expect a single attorney to be an expert in all
applicable areas of law. If a single attorney were to attempt to run a case such as this, the
attorney would have to learn through research what other attorneys know and can tell him based
on their years of knowledge and experience.
-4
#10922474 vi
11. Applicant requires no reimbursement of costs expended March 19, 2009
through March 31, 2009.
12. In accordance with the factors enumerated in section 330 of the
Bankruptcy Code, it is respectfully submitted that the amount requested is fair and reasonable
given (a) the complexity ofthe case, (b) the time expended, (c) the nature and the extent of the
services rendered, (d) the value of such services, and (e) the costs of comparable services other
than in a case under the Bankruptcy Code. Moreover, Applicant has reviewed the requirements
of Del. Bankr. LR 2016 and the Administrative Order and believes that this Application complies
with such Rule and Order.
WHEREFORE, your Applicant respectfully requests, for the period March 19,
2009 through March 31, 2009, an interim allowance be made for compensation in the amount of
$15,942.50 and actual and necessary expenses in the amount of$O.OO for a total allowance of
$15,942.50 and payment of$12,754.00 (80% of the allowed fees) and reimbursement of$OO.OO
(100% of the allowed expenses) be authorized for a total payment of$12,754.00 for such
other and further relief as this Court may deem just and proper.
Respectfully submitted,
Dated: May 22, 2009 PEPPER HAMIL TON LLP
/s/ Francis J. Lawall 11
Francis J. Lawall (PA No. 43932)
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, P A 19103-2799
Telephone: (215) 981-4000
Facsimile: (215) 981-4750
And
-5
#10922474 vI
David B. Stratton, Esq. (DE No. 960)
James C. Carignan, Esq. (DE No. 4230)
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Delaware Counsel for The Official
Commi ttee of Unsecured Creditors
-6
#10922474 vI
AFFIDAVIT
COMMONWEAL TH OF PENNSYLVANIA
SS
COUNTY OF PHILADELPHIA
Francis J. Lawall, Esquire, being duly sworn according to law, deposes and says
that he is a Partner in the law firm of Pepper Hamilton LLP, Applicant herein; that he is
authorized to take this Affidavit on behalf ofthe law firm; that the facts set forth in the foregoing
Application are true and correct to the best of his knowledge, information and belief; that they
have no agreement, directly or indirectly, and that no understanding exists in any form or guise
with any person for a division ofthe fee or compensation her in requested.
Sworn to and subscribed
before me this ~ d a y of May, 2009.
MMONWEALTH 0 EN SYLVANIA
NOTARIAL SEAL
PATRICK WAGNER, Notary Public
City of Philadelphia, Phila. County
My Commission Expires April 21. 2012
II I 0928534 v I
Exhibit A
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTO., et al.
(Jointly Administered)
Debtors.
Related No. 190
ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PEPPER
HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS
NUNC PRO TUNC TO MARCH 19,2009
UPON TIlE APPLICATION of the Official Committee of Unsecured
Creditors (the "Official Committee") of the above captioned debtors and debtors-in
possession (the "Debtors)') pursuant to Fed. R. Bankr. P. 2014(a) for an Order under
sections 328(a) and 1103(a) of Title 11 of the United States Code (the "Bankruptcy
Code") authorizing the employment and retention of Pepper Hamilton LLP ("Pepper
Hamilton") as Delaware counsel to the Official Committee em tunc to March 19,
2009 (the "Application
U
); and upon the affidavit of David B. Stratton, a member of
Pepper, in support of the Application; and this Court possessing jurisdiction to consider
the Application; and venue being proper; and upon. the Court finding that Pepper
represents no adverse interests in connection with this case and that it is a disinterested
person as that term is defined in Bankruptcy Code section 101(14), as modified by
Bankruptcy Code section 1l07(b); and upon further fmding that the employment of
Pepper Hamilton effective as of March 19, 2009 is necessary and is in the best interests

of the Official Committee; and notice of the Application having been proper; and the
relief requested in the Application being IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED.
2. In accordance with Bankruptcy Code sections 328(a) and 1 ]03(a),
the Official Committee is hereby authorized to employ Pepper Hamilton effective as of
March 19,2009.
3. Pepper Hamilton shall be compensated in accordance with the
Application, the procedures set forth in Bankruptcy Code sections 330 and 331, such of
the Bankruptcy Rules as may be applicable from time to time, and such procedures as
may be fixed by the Court.
4. This Court shali retain jurisdiction over all matters pertaining to
this Order and the Application.
~ '
Dated: ~
Wilmington, DE 1)
#10111830 vi
2
Exhibit B
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 10
Summary of Attorney Hours
Lawall
D. Stratton
J. Carignan
E. Meltzer
lH. Cook
D. Smith
Title
Partner
Partner
Associate
Associate
Paralegal
Document Clerk
8.70
6.60
16.10
0.30
1.40
0.50
Rate
595.00
650.00
375.00
375.00
215.00
50.00
5,176.50
4,290.00
6,037.50
112.50
301.00
25.00
33.60 15,942.50
Pacific Energy Resources Ltd. Official Committee
OfUnsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Summary of Time by Task Code
B110 Case Administration
B140 Relief from Stay/Adequate Protection Pr
B150 Creditors' Committee
B170 Employment of Professionals
B230 Financing/Cash Collateral
Total
Hours
11.80
6.80
10.40
4.40
0.20
33.60
Invoice: 10551187
Page 2
5,600.50
3,193.50
5,368.50
1,650.00
130.00
15,942.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
May 18,2009
Summary of time by Task Code
TASK: B 11 0 Case Administration
Name Title
Lawall, F. Partner
Carignan, I Associate
Cook, IH. Paralegal
Smith, D. Document Clerk
Invoice: 10551187
Page 11
Hours Fees
7.10 595.00 4,224.50
2.80 375.00 1,050.00
1.40 215.00 301.00
0.50 50.00 25.00
Total BI10 11.80 5,600.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Time Detail by Task Code
TASK CODE: BII0 Case Administration
Name
03/19/09 F. Lawall Attend formation meeting
meeting with committee re
strategy.
03/20/09 F.Lawall Email from Steptoe re set up
Issues.
03120/09 F. Lawall Telephone call to D. Stratton
re background.
03/23/09 F. Lawall Multiple e-mails re open
items.
03123/09 F. Lawall Telephone call to D. Stratton
re Chevron.
03/23/09 I. Carignan Prepare notice of
appearance.
03123/09 J. Carignan Revise and file Notice of
Appearance.
03/24/09 J.H. Cook Review pro hac and
revisions to same (0.3);
email to K. Piper re same
(0.1).
03/25/09 I.H. Cook Preparation re filing of 5 pro
hac motions.
03/25/09 lH. Cook Emails to/from various re
3/10109 transcript.
03126/09 I.H. Cook Email to K. Piper re
signature block format.
03/26/09 D. Smith Review and print documents
from online docketing
system per H. Cook.
03129109 J. Carignan Review 1 st day affidavit and
Chevron Motion.
Time
6.00
0.10
0.20
0.20
0.20
0.80
0.50
0040
0.50
0.30
0.20
0.50
1.50
Invoice: 10551187
Page 3
Rate
595.00 3,570.00
595.00
595.00
595.00
595.00
375.00
375.00
215.00
59.50
119.00
119.00
119.00
300.00
187.50
86.00
215.00
215.00
215.00
50.00
107.50
64.50
43.00
25.00
375.00 562.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 4
Date Name Services Time Rate Fees
03/30109 F. Lawall Review mate rails for set-off
Issue.
0.30 595.00 178.50
03/31109 F. Lawall Follow up with J. Carignan
re response.
0.10 595.00 59.50
Total BII0 Case Administration 11.80 5,600.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 12
TASK: B140 Relief from Stay/Adequate Protection Proceedings
Name
Lawall, F.
Stratton, D.
Carignan, J.
Total B140
Title
Partner
Partner
Associate
Hours
0.80
1.70
4.30
6.80
Rate
595.00
650.00
375.00
Fees
476.00
1,105.00
1,612.50
3,193.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 5
TASK CODE: B140 Relief from StaylAdequate Protection Proceedings
Date Services Time
03/24/09 D. Stratton Review email re Chevron
relief from stay (.2); discuss
with Phil Agusti (.1); email
Committee re same (.1).
0.40 650.00 260.00
03/24/09 J. Carignan Confer with Lawall and
D. Stratton re Chevron issue.
1.50 375.00 562.50
03/25/09 J. Carignan Emails re UNOCAL Stay
Relief Motion.
0.20 375.00 75.00
03/26/09 J. Carignan Confer with Lawall re
UNOCAL Stay Relief
Motion.
0.10 375.00 37.50
03/27/09 D. Stratton Telephone call re call from
Chevron counsel.
0.20 650.00 130.00
03/27/09 D. Stratton Chevron lift stay motion. 0.20 650.00 130.00
03/27/09 J. Carignan Phone call from counsel for
Chevron re stay relief
motion.
0.50 375.00 187.50
03/30/09 F. Lawall Telephone call to J. Carignan
re Chevron issue.
0.20 595.00 119.00
03/30/09 F. Lawall Telephone call from
Pachulski re Chevron.
0.30 595.00 178.50
03/30/09 D. Stratton Confer with J. Carignan and
F. Lawall re Chevron lift
stay motion.
0.30 650.00 195.00
03/30/09 J. Carignan Phone call with counsel for
Chevron re Stay Relief
Motion.
0.20 375.00 75.00
03/30/09 J. Carignan Continue Chevron lien
analysis and confer with F.
Lawall re same.
1.60 375.00 600.00
03/31109 F. Lawall Telephone call to Chevron 0.30 595.00 178.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 6
counsel re stay issues.
03/31/09 D. Stratton E-mails and telephone calls
re Chevron lift stay motion.
0040 650.00 260.00
03/31/09 D. Stratton Confer with J. Carignan and
F. Lawall re Chevron issues.
0.20 650.00 130.00
03/31109 J. Carignan Confer with D. B. Stratton re
Chevron Stay Relief Motion.
0.20 375.00 75.00
Total B 140 Relief from Stay! Adequate Protection Proceedings 6.80 3,193.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 13
TASK: B150 Creditors' Committee
Name
Lawall, F.
Stratton, D.
Carignan, J.
Meltzer, E.
Total B150
Title
Partner
Partner
Associate
Associate
0.80
4.70
4.60
0.30
10.40
595.00
650.00
375.00
375.00
476.00
3,055.00
1,725.00
112.50
5,368.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18, 2009
TASK CODE: B150 Creditors' Committee
Date Services
03/19/09 D. Stratton Attend organizational
meeting of creditors'
committee.
03/19/09 E. Meltzer Conferring with F. Lawall re
Pacific Energy Committee
pitch.
03123/09 J. Carignan Begin reviewing Tesor
information.
03124/09 D. Stratton Participate in committee
conference call.
03/24/09 J. Carignan Committee teleconference.
03/26/09 J. Carignan Receive and review multiple
emails re financial advisor.
03/31109 F. Lawall Attend creditors committee
meeting.
03/31109 J. Carignan Continue analysis of Alaska
law re lien perfection and
confer with Lawall re
same; phone call with
counsel for Marathon re
same.
Total B150 Creditors' Committee
3.40
Rate
650.00
0.30 375.00
0.40
l.30
l.30
0.20
0.80
2.70
375.00
650.00
375.00
375.00
595.00
.00
10.40
Invoice: 10551187
Page 7
Fees
2,210.00
l12.50
150.00
845.00
487.50
75.00
476.00
1,012.50
5,368.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 14
TASK: B 1 70 Employment of Professionals
Name Title Rate
Carignan, J. Associate 375.00 1,650.00
Total B170 4.40 1,650.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18, 2009
TASK CODE: B170 Employment of Professionals
Name Services
03/23/09 J. Carignan Prepare retention
application, supporting
affidavit and proposed order.
03/23/09 J. Carignan Request conflicts check.
03/25/09 J. Carignan Revisions to retention
application and review
conflicts search results.
Total B170 Employment of Professionals
Invoice: 10551187
Page 8
1.40
Rate
375.00 525.00
0.50
2.50
375.00
375.00
187.50
937.50
4.40 1,650.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 15
TASK: B230 Financing/Cash Collateral
Name
Stratton, D.
Total B230
Partner
Hours
0.20
0.20
Rate
650.00
Fees
130.00
130.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
May 18,2009
Invoice: 10551187
Page 9
TASK CODE: B230 Financing/Cash Collateral
03/27/09 D. Stratton Confer with R. Itkin re DIP
objection and carveout.
0.20 650.00 130.00
Total B230 Financing/Cash Collateral 0.20 130.00
Exhibit C
BIOGRAPHIES
Francis J. Lawall- Mr. Lawall is a Partner in the Bankruptcy Practice Department in the
Philadelphia office of Pepper Hamilton LLP and has been practicing law since 1985. He
concentrates his practice in national bankruptcy and creditors' rights matters, including the
representation of major oil companies in bankruptcy proceedings throughout the United States.
He also has broad experience in the reorganization of companies plagued with massive toxic tort
liabilities, as well as companies in the textile, automotive, clothing, and construction materials
industries. He is a member of the Pennsylvania, New Jersey and New York bars and is admitted
to practice before the U.S. District Court for the Eastern District of Pennsylvania, the U.S.
District Court for the District of New Jersey, the U.S. District Court for the Eastern and Southern
Districts of New York and the U.S. Court of Appeals for the Second Circuit.
David B. Stratton - Mr. Stratton is a Partner in the Corporate Restructuring and Bankruptcy
Practice Group of Pepper Hamilton LLP and has been practicing law since 1978. He is co-chair
of the firm's Corporate Restructuring and Bankruptcy Practice Group. He is also a member of
the American Bar Association Business Law Section and a member of the Bankruptcy
Subcommittee of the Banking Committee. He is admitted to the bar of Delaware.
James C. Carignan Mr. Carignan is an Associate with the Corporate Restructuring and
Bankruptcy Practice Group of Pepper Hamilton LLP and has been practicing law since 2002. He
is admitted to the bar of Delaware.
#10928595 vI (136019.2)


#10921598 v1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In Re:

PACIFIC ENERGY RESOURCES LTD, et al.,

Debtors.
:
:
:
:
:
:
:
:
Chapter 11
Case No. 09-10785 (KJC)

(Jointly Administered)

Objection Deadline: 6/11/09 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary


NOTICE OF FILING OF FEE APPLICATION
TO: (i) The Debtors; (ii) Counsel to the Debtors; (iii) The United States Trustee; (iv) Counsel
to the Official Committee of Unsecured Creditors (the Notice Parties):

Pepper Hamilton LLP, Delaware counsel to the Official Committee of Unsecured
Creditors in the above-captioned case (the Applicant) has filed its First Monthly Application
For Compensation and Reimbursement Of Expenses Of Pepper Hamilton LLP, as Delaware
Counsel to the Official Committee Of Unsecured Creditors For The Period March 19, 2009
Through March 31, 2009, seeking compensation for services in the amount of $15,942.50 and
reimbursement of costs incurred in the amount of $0.00 (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. Sections 105(a) 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 filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801 and received by no later than 4:00 p.m. (prevailing
Eastern Time) on June 11, 2009 (the Objection Deadline).

-2-
#10921598 v1
Objections or other responses to the Application, if any, must be served so that
they are received not later than June 11, 2009 at 4:00 p.m. (prevailing Eastern Time), by: (a)
the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach,
CA 90802. Attn: Gerry Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth
Avenue, 24
th
Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b)
counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17
th

Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax 302-652-4400, email:
ljones@pszjlaw.com; (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard,
11
th
Floor, Los Angeles, CA 90067-4100, Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-
mail: ikharasch@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs
Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel to the Creditors Committee (the Committee),
(1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28
th
Floor, Los Angeles, CA 90067,
Attn: Katherine C. Piper, Esq., Fax 310-734-3173, e-mail: kpiper@steptoe.com and (2) Pepper
Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, Wilmington, DE 19801, Attn:
James C. Carignan, Esq.; Fax: 302-421-8390, e-mail: carignaj@pepperlaw.com, (the Notice
Parties).
PLEASE TAKE FURTHER NOTICE if any responses or objections to the
Application are timely filed, served and received, a hearing on the Application will be held at the
convenience of the Bankruptcy Court. Only those objections made in writing and timely filed
and received in accordance with the Administrative Order and the procedures described herein
will be considered by the Bankruptcy Court at such hearing.

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#10921598 v1
PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order,
if no objection to the Application is timely filed, served and received by the Objection Deadline,
the Applicant be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent
of the 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 further order of the Bankruptcy Court.
Dated: May 22, 2009 PEPPER HAMILTON LLP

/s/ Francis J. Lawall ___
Francis J. Lawall (PA No. 43932)
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4000
Facsimile: (215) 981-4750

And

David B. Stratton, Esq. (DE No. 960)
James C. Carignan, Esq. (DE No. 4230)
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Delaware Counsel for The Official
Committee of Unsecured Creditors


#10921598 v1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et al.,
(Jointly Administered)
Debtors. Objection Deadline: 6/11109 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
AFFIDAVIT OF SERVICE
COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF PHILADELPHIA )
Judith P. Matour, being duly sworn according to law, deposes and says that she is
employed by the law firm of Pepper Hamilton LLP, Delaware counsel for the Official
Committee of Unsecured Creditors in the above-captioned action, and that on the 22nd day of
May, 2009 she caused a copy of the following document(s) to be served upon the parties on the
attached service list via first class mail, postage prepaid:
First Monthly Fee Application ofPepper Hamilton LLPfor March 19-31, 2009
Notary Public
Commission Exp.: _____
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL
PATRICK WAGNER, Notary Public
City of Philadelphia, Phila. County
2012
#10928572 vi
Pacific Energy Resources LTD
c/o Scott Winn, CRO
III W. Ocean Boulevard
Suite 1240
Long Beach, CA 90802
Pacific Energy Resources, LTD
c/o Ira Kharasch, Esquire
Pachulski Stang Ziehl & Jones, LLP
10100 Santa Monica Boulevard
11 th Floor
Los Angeles, CA 90067-4100
Official Committee of Unsecured Creditors
c/o Katherine C. Piper, Esquire
Steptoe & Johnson, LLP
2121 Avenue ofthe Stars
28
th
Floor
Los Angeles, CA 90067
Pacific Energy Resources LTD
c/o Laura Davis Jones, Esquire
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street
17
th
Floor
PO Box 8705
Wilmington, DE 19899
Joseph McMahon
Office of the U. S. Trustee
J. Caleb Boggs Federal Building
Room 2207
844 N. King Street
Wilmington, DE 19801
#J0858072 vJ