In Re Chapter 11: For The District of Delaware

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Chapter 11
PACIFIC ENERGY RESOURCES LTD., et at., i Case No. 09-10785(KJC) (Jointly Administered)
Debtors.
Hearng Date: Only If Objections Are Timely Filed
AMENDED THIRD MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECIA COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY 1. 2009 THROUGH MAY 31. 2009
Name of Applicant:
Ruta & Tucker LLP
Authorized to Provide Professional

Services to:
Special Counsel to Debtors and Debtors in Possession

Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
entered on or about May 1, 2009
Period for which Compensation and

Reimbursement is Sought:
May 1, 2009 though May 31, 2009

$120,999.50
$ 372.81
Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and
Necessar:
This is a:
-l 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 (ta 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 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 application(s) if it is not
2123/023353-003 I 1030336.01 a08/06/09
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
Date
.. 6/17/09
rI
Requested
v March 9, 2009, to $102,732.50 March 31, 2009 April 1, 2009 to $124,537.50 April 30, 2009
Requested
$1,389.62
$10,542.35
Approved
$82,186.00
$96,224.80
Approved
$1,389.62
$10,542.35
6/24/09
RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Ob!aining License to .
Hourly,
Name of Professional
Biling Rate
(including
$625.00
.I
Total Hours
4.9
Total
$3,062.50
Penelope Pares
Parer since 1998;
Member of CA Bar since

1982ChaIr of Ruta's
Fin cial Practice Grou
Gregg Amber
Parner since 1998;
$550.00
98.1
$53,955.00
Member of CA Bar since 1981; Member of Co orate Law Groii
Gregg Amber
Parer since 1998;
$275.00
(travel time $550.00
35.0
$9,625.00
Member of CA Bar since 1981; Member of Co orate Law Grou

James O'Neal
Parer since 1997;
0.4
$220.00
Member of the Bar since 1969; Member of Co orate Law Groii
Mark Frazier
Parer since 1990;
$450.00
0.7
$315.00

1982; Head of Rutan's
Trial De arent
Cristy G. Parker
Parer since 1998;
$450.00
36.5
$16,425.00
Brendt Butler
Member of CA Bar since 1995; Member of Co orate Law Grou Associate since 2009; Member of CA Bar since
$400.00
1.1
$440.00
included herein.
2123/023353-003 I
1030336.01 a08/06/09
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Position of the Applicant,

N umber of Years in that
Hourly,
Position, Prior Relevant Experience, Year of Obtaining License to

2000; Member of Financial
Pra tices Grou Associate since 2002;
Billng
Rate (including
Total Hours
Total
Matthew Grimshaw
$380.00
12.2
$4,636.00
Member of CA Bar 2000; Member of Financial

Practice Grou
Garett Sleichter
Associate since 2004: Member of CA Bar since 2004; Member of Co orate Law Grou
Associate since 2006;
$375.00
76.8
$28,800.00
Rushika Kumararatne
Shigenobu Itoh
$325.00
0.4
$ 1 30.00
Member of CA Bar since 2006; Member of Co orate L w Gro Associate since 2007; Member of CA Bar since 2005; Member of Co or te Law Groii
$325.00
4.2
$1,365.00
Catherine Parsons
Laurie Biegel
$250.00 $215.00
6.9
1.4
$1,725.00
$301.00
Member of CA Bar since 2007

Paralegal since 2002;
Member of Corporate Law Grou
Grand Total:
Total Hours: Blended Rate:
$ 120,999.50 278.6 $ 434.31
COMPENSATION BY CATEGORY.
10.0 12.2 17.2 11.7
5 .9
150.5 3.9 6.4
6.1
1.7
7 6
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EXPENSE SUMMARY
Total
Du Ii
cation
Long Distace Telephone
Char es
Parking Fees - Receipt
4.10 $162.65
attched as Exhibit B Misc. Su ort Staff Overtime
$123.00
Sand Pi one 1.5 hours
Dated: August -k, 2009
RUTAN & TUCKER, LLP
PENELOPE P S(C No. 104774)

611 Anton Boulevard, Foureenth Floor
Costa Mesa, California 92626-1931

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 primar service providers for the categories described.
2123/023353-0031 1030336.0 I a08/06/09
-4-
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
Case No. 09-10785(KJC) (Jointly Administered)

PACIFIC ENERGY RESOURCES LTD., et al., i
Debtors.
Hearing Date: Only If Objections Are Timely Filed
AMENDED THIRD MONTHL Y APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUT AN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM MAY 1,2009 THROUGH MAY 31. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankrptcy Procedure
(collectively, the "Bankuptcy Rules"), and the Court's "Administrative Order Under 11
D.S.C. 105(A) and 331 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 Amended Third Monthly Application for Compensation and for
The Debtors in these cases, along with the last four digits of eaeh of the Debtors'
federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petroeal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # 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, In6. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suit, 1240, Long Beach, CA 90802.
2123/023353-0031
1030293.01 308/06/09
Reimbursement of Expenses for the Period from May 1, 2009 through May 31, 2009 (the
2
"Application").
By this Application Rutan seeks a monthly interim allowance of compensation in
the amount of $120,999.50 and actual and necessary expenses in the amount of $372.81
for a total allowance of $121,372.31, and payment of $96,799.60 (80% of the allowed
~ fees) and reimbursement of$372.81 (100% of
the allowed expenses) for a total payment
of$97,172.41 for the period May 1,2009 through May 31, 2009 (the "Interim Period").
In support of this Application, Rutan respectfully represents as follows:
Background
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections 1107(a) and 1108 of
the Banruptcy 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 D.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
As state below, this amendment corrects an error relating to travel time billed
2123/023353-0031
1030293.01 008/06/09
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twenty (20) days after service of the monthly fee application the Debtors are 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 31,
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 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," entered on or about May 1, 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-of-pocket 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 parners
by Gregg Amber.
2123/023353-0031
1030293.01 a08106109
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of Rutan for the sharing of compensation to be received for services rendered 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 third monthly fee application. In its first monthly fee
application (for the period of March 9, 2009, to March 3 i, 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's received approval of
$96,224.80 in fees and $10,542.35 in expenses.
Fee Statements
"
Rutan's billing statements for the Interim Period are attached hereto as Exhibit A.
i
These statements contain daily time logs describing the time spent by each attorney and
paraprofessional during the Interim Period. To the best of Rutan's knowledge, this
Application complies with sections 330 and 331 of the Bankrptcy Code, the Federal
2 i 23/023353-003 i
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Rules of Banruptcy Procedure, this Court's Local Rules, and the Administrative Order.3
Rutan's time reports are either (a) initially handwritten by the attorney or paralegal
performing the described services and then entered into Rutan's computerized biling
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 paricular
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
9. A summary of actual and necessary expenses incurred by Rutan for the
Interim Period is attached hereto as part of Exhibit A. Receipts for certain of the
expenses that Rutan incurred on Debtors' behalf and for which it seeks reimbursement
are attached hereto as Exhibit B.
10. Rutan charges $0.10 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
t
3 Rutan has amended this fee application to ensure such compliance. Rutan's
original application sought fees for the time Gregg Amber spent travelling to, and returning from, Hong Kong with certain of Debtor's officers and/or directors to, among other things, attend meeting with Polytec's representatives. Initially, Mr. Amber biled Debtor for approximately half of the time he spent travelling at his
normal hourly rate. In this application, Mr. Amber has biled Debtor for all of the time he spent travel at half of his normal rate.
2 i 23/023353-0031
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each client's photocopying charges on a daily basis.

i 1. 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 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.
12. 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.
13. Rutan believes the foregoing rates are the market rates that the majority of
law firms 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 biling for
disbursements and other charges.
Summary of Services Rendered

i 4. 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.
2 i 23/023353-0031
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15. 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 performed all
necessary professional services which are described and narated in detail below.
Rutan's efforts have been extensive due to the size and complexity of the Debtors'
bankuptcy cases.
Summary of Services by Project

16. 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 identifies 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
17. During the Interim Period, the Firm, among other things: (1) reviewed and
analyzed documents; (2) responded to creditor inquiries; (3) analyzed issues relating
potential claims and creditor assertions; (4) participated in case strategy sessions; (5)
analyzed issues relating to objections to various motions; and (6) communicated with and
advised the Debtors.
Fees: $5,290.00; Hours: 10.0
2 J 23/023353-003 i
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B. Fee Application
18. During the Interim Period, the Firm, among other things, prepared its first
and second monthly Fee Applications and supporting documentation.

Fees: $4,636.00; Hours: 12.2
C. Corporate Governance
19. During the Interim Period, the Firm, among other things: (1) assisted the
Debtors in the preparation of the Debtors' board minutes; (2) reviewed and analyzed
documents; (3) attended the Debtors' board meetings and committee meetings; and (4)
updated and helped maintain the Debtors' corporate books and records.
Fees: $6,921.00; Hours: 17.2
D. Alaska Asset Sale

20. During the Interim Period, the Firm, among other things: (1) 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 certain 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: $4,387.50; Hours: 11.7
E. Beta Asset Sale

21. 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
2 i 23/023353-003 i i 030293.0 I a08/06/09
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potential sales of assets; (2) reviewed and analyzed documents for posting in the dataroom; (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) communicated with and advised the Debtors
with respect to the potential sale of certain assets.
Fees: $23,697.50; Hours: 58.9
F. Financing
22. 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: $68,927.50; Hours: 150.5
G. General Corporate Issues

analyzed documents; (2) analyzed capitalization issues; (3) researched and analyzed
reporting requirements; and (4) communicated with and advised the Debtors regarding
corporate law issues.
Fees: $1,512.50; Hours: 3.9
H.
24.
Confidentiality Agreements
During the Interim Period, the Firm, among other things: (1) negotiated
2123/023353-0031
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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 potential
purchasers regarding confidentiality issues.
Fees: $2,575.00; Hours: 6.4
1. General Contract Review And Preparation
analyzed documents; (2) corresponded and communicated with respect to account control
agreements and indemnity agreements; and (3) communicated with and advised the
Debtors regarding certain contracts.
Fees: $2,287.50; Hours: 6.1
J. Securities Issues
26. During the Interim Period, the Firm, among other things: (1) worked with
Debtors' Canadian counsel regarding reporting information; (2) drafted and revised
disclosure documents; and (3) communicated with and advised Debtors regarding
disclosure issues.
Fees: $765.00; Hours: 1.7
Valuation of Services
27. Attorneys and paraprofessionals of Rutan expended 278.6 hours in
connection with their representation of the Debtors during the Interim Period, as follows:
2 i 23/023353-0031 1030293.01 308/06/09
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RUTAN PROFESSIONALS
Position of the Applicant, Number of
Years in that Position,
Prior Relevant
:
Hourly,
Name of Professional Individual Penelope Parmes
Experience, Year of Obtaining License to Practice, Are of
Biling
Rate (including
~.
'r' 0\
$625.00
Total Hours Biled

4.9
Total
$3,062.50
Partner since 1998;

1982Chair of Rutan's
Financial Practice GrouD
Gregg Amber
Parner since 1998;
$550.00
98.1
$53,955.00
Member of CA Bar since 1981; Member of

Comorate Law GroUD
Gregg Amber
Partner since 1998;

Comorate Law Groun
James O'Neal
Partner since 1997;
$275.00 (travel time) $550.00
35.0
$9,625.00
0.4
$220.00

Comorate Law GroUD
Mark Frazier
Partner since 1990;
$450.00
0.7
$315.00

1982; Head of Rutan's
Trial Denartment
Cristy G. Parker
Partner since 1998;
$450.00
36.5
$16,425.00
Member ofCA Bar since 1995; Member of

Comorate Law Groun
Brendt Butler
Associate since 2009; Member of CA Bar since 2000; Member of

Financial Practice GroUD
$400.00
1.1
$440.00
Matthew Grimshaw
Associate since 2002; Member of CA Bar 2000; Member of Financial

Practice Groun
$380.00
12.2
$4,636.00
Garett Sleichter
Associate since 2004; Member of CA Bar since 2004; Member of

Comorate Law Groun
$375.00
76.8
$28,800.00
Rushika Kumararatne
Shigenobu Itoh
Associate since 2006 ; Member of CA Bar since 2006; Member of

Comorate Law GroUD
$325.00
.4
$130.00
Associate since 2007; Member of CA Bar since 2005' Member of
$325.00
4.2
$1,365.00
2 i 23/0233 53-003 J
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Position of the Applicant, Number of

Years in that Position,
Catherine Parsons
Laurie Biegel
Prior Relevant Experience, Year of Obtaining License to Practice, Are of
Hourly,
Biling
Rate (including
$250.00
$2 15.00
Total Hours
6.9
1.4
Total
$2,600.00
$301.00
o rteLwGr
Member of CA Bar since 2007

Paralegal since 2002;
Member of Corponite
Law Gro
Grand Total:
$ 120,999.50
Total Hours: Blended Rate:
278.6 $ 434.31
28. 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 $ 120,999.50.
29. Under 330 of the Bankruptcy Code, Rutan respectfully submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of
these cases,
(b) the time expended, (c) the nature and 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.
Further, Rutan has reviewed Local Rule 2016-2 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 May 1,2009,
to May 31, 2009, it be awarded on an interim basis $121,372.31, consisting of
fees in the
amount of
$120,999.50 and expenses in the amount of$372.81, and that it be authorized
2 i 23/023353-003 i i 030293.0 i a08/06/09
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to receive a payment from the Debtor of $97,172.41, consisting of 80% of the allowed
fees ($96,799.60) and 100% of
the allowed expenses ($372.81). Rutan also requests such
other and further relief as the Court deems just and proper.
Dated: August L, 2009
RUT AN & TUCKER, LLP
PENELOPE P MES (CA 0.104774)

611 Anton Boulevard, Fourteenth Floor Costa Mesa, California 92626-1931
Telephone: 714-641-5100 Facsimile: 714-546-9035
Email: pparmes~rutan.com
Attorneys for Debtor
2123/023353-003 J 1030293.01 a08/06/09
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VERIFICATION
State of California )
)
County of Orange )
Penelope Pares, 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 court 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 Amended Third 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 May 1, 2009, through May 31, 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
~ ~~
pen~es
2123/023353-0031 1030621.01308/06/09
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

COUNTY OF ORANGE)
Though statue does not require the Notary La till in the data
below, doing so may prove invaluable to persons relying on the
document.
On t . s /. of August, 2009 before me, ~ . _ i 2 i ~ , Notary Public

(here insert name and title of
personally appeared Penelope Parmes and proved to me on the basis of satisfactory evidence to be the person(stwhose nam$) is/are subscribed to the within instrument, and acknowledged to
capacity(~), and that by hi/her/the signature(s on the
the offcer) 0
INDIVIDUAL
CORPORA TE OFFICER(S)
me that.f she/tlw executed the same in ff/her/teir authorized
TITLE(S)
instrument the personf, or the entity(ie upon behalf of which 0

the personEs acted, executed the instrument.
PARTNER(S)
o LIMITED
I certify under PENALTY OF PERJURY under the laws of the
o GENERAL
ATTORNEY-IN-FACT
State of California that the foregoing paragraph is true and 0

correct.
o TRUSTEE(S)
o GUARDIAN/CONSER V A TOR
o OTHER:
(seal)
J --,. fi . COIfO l
i . T - ---. I ~.. ~#17'22az

l. COlWl fI
OPTIONAL SECTION
-_._-~ ~.
SIGNER is REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)
l ~ ~ . ~ _~~a.12J l1 Or Couty ---
THIS CERTTFICA TE MUST BE A TT ACHED TO THE TITLE OR TYPE OF DOCUMENT: DOCUMENT DESCRIBED AT RIGHT:
Amended Third Monthly Application for Compensation and
Though the data requested here is not required by law, it could prevent fraudulent Reimbursement of Expenses reattachment of this fonn.
NUMBER OF PAGES:
DATE OF DOCUMENT:
/.;
cr - tl - cl7
OTHER SIGNER(S) THAN NAMED ABOVE:
IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR
In re: ) Chapter 11
)
PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785(KC)
Debtors. )
) (Jointly Administered)
) Objections Deadline: August 27, 2009 at 4:00 p.m.
NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel Unsecured Creditors (the "Notice Parties") to the Official Committee of
Rutan & Tucker, LLP ("Rutan"), special counsel to the debtors and debtors in
possession in the above-captioned case (the "Debtors"), has fied its Amended Third 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 May 1, 2009
through May 31, 2009, seeking compensation for services in the amount of $120,999.50 and
reimbursement of costs incured in the amount of $372.81 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if any, to the Application must
be made in accordance with the Admnistrative Order Under 11 U.S.c. 105(a) and 331
Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Admnistrative Order") and must
be filed with the Clerk of the United States Bankptcy Cour for the Distrct of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern
Time) on August 27, 2009 (the "Objection Deadline").
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 LD. # 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). ThemailingaddressforalloftheDebtorsisIIIW.OceanBoulevard.SuiteI240.LongBeach.CA 90802.
68773-001 \DOCS_DE: 151764.1
Objections or other responses to the Application, if any, must also be served so
that they are received not later than August 27, 2009 at 4:00 p.m. prevailng 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, 24th 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, 1 ih
Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:
liones~pszilaw.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: ikharashC(pszilaw.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 for the Official Committee of
Unsecured Creditors
(the "Committee"), (1) 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 and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market
Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:
icarignan~pepper1aw.com (the "Notice Parties")
PLEASE TAK FURTHER NOTICE that if any responses or objections to the

Application are timely filed, served and received, a hearg on the Application will be held at the
convenience of the Bankptcy 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 Bankptcy Cour at such hearing.
PLEASE TAK FUTHER NOTICE that, pursuant to the Admstrative Order, if
68773-001 \DOCS_DE:151764.1
no objection to the Application is timely filed, 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 i 00 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 fuher order of
the Bankptcy Court.
Dated: August 7, 2009
PACHULSKI STANG ZIEHL & JONES LLP
Isl James E. O'Neil Laura Davis Jones (DE Bar No. 2436) Ira D. 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'Neill (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(qpszilaw.com
ikharaschC(pszi law .com
smcfarland~pszilaw.com
rsaunders(q,pszi law .com i oneill~pszi law .com
kmakowski~pszilaw .com
Counsel for Debtors and Debtors in Possession.
68773-001 \DOCS_DE: 151764.1
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-3519027
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 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558018 023353 - 0029

James O'Neal
Date Page
June 3, 2009
1
RE: General Case Administration

FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2009
05/06/09
Garett Sleichter
1.10
Research regarding rejected filing of lender ORRIs and deeds oftiust; report to Pachulski Stang re same.
05/07/09
Gregg Amber
Prepare for and attend weekly all hands update calL.
1.00
05/1 4/09
Penelope Parmes Provide further analysis re obtaining financing to pay

unsecured creditors.
0.70
05/1 4/09
Gregg Amber Prepare for and attend weekly all hands update call.
0.70
05/18/09
Mark B Frazier Exchange email with G. Sleichter re Rule 408 issue and review draft language; draft language for agreement. Mark B Frazier Revise draft language; conference with G. Sleichter re Rule 408 language.
Gregg Amber
Prepare for and attend weekly all hands update calL.
0.40
05/1 9/09
0.30
OS/21/09
0.60
OS/26/09
Gregg Amber
2.50
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 denoles paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd.

General Case Administration
June 3, 2009 Invoice No. 558018
023353-0029
Page No.2
Review Aera motion and PERL opposition and correspondence with BK lawyers re same (1.0); conference call with i. Kharasch and M. Cervi re abandonment of Alaska non-operated assets and prepare memo to D. Katic re same (1.0); telephone conference with D. Katic and revise memo (0.5).
OS/27/09
Gregg Amber Review Aera motions and arguments regarding production payments and PERL's oppositions, and correspondence with bankptcy lawyers re same.
1.20
OS/28/09
Gregg Amber Conference call regarding proposed secured lender/unsecured committee settlement proposal (1.0); separate all hands weekly update call (0.5).
1.50
Total Hours
Total Professional Services
10.00
$5,290.00
Total Current Fees Prior Balance Due
$5,290.00 14,297.50
$19,587.50
Total Balance Due
ACCOUNTS RECEIVABLE
0- 30 DAYS $19,587.50
31- 60 DAYS $0.00
61- 90 DAYS $0.00
91 - 180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your beha~ 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 cleric
TAXPAYERS ACCOUNT
NO 9S-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No. Account No.

Biling Atty.
558018 023353 - 0029

James O'Neal June 3, 2009
Date
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
5,290.00 5,290.00
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 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 A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Encrgy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558018 023353 - 0029

James O'Neal
Date
June 3, 2009
REMITT ANCE COPY

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRNT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
5,290.00 5,290.00
Wire Instructions
Union Ban of Californa 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
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
558019 023353 - 0031

James O'Neal
Date Page
June 3, 2009
I
RE: Fee Application
FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31,2009

05/05/09
Matthew Grimshaw Email exchange re fee application issues (.2); review order re compensation procedures (.1); em ail exchange with S. McFarland re fee application issues (.1). Matthew Grimshaw
Emai1 re fee application issues;
0.40
05/07/09
0.10
05/08/09
Matthew Grimshaw Email exchange re fee application issues (.1); begin drafting March fee application (.8).
Matthew Grimshaw
Further draft and revise March fee application (.7);
0.90
05/11/09
0.90
emai1 exchange re fee application issues (.2).

05/18/09
Matthew Grimshaw Analyze issues re first and second fee applications (.4); emai1 exchange re further description of activities for
inclusion in motion (.2);
0.40
05/19/09
Matthew Grimshaw Draft and revise March 2009 fee application (1.9); draft and revise Apri12009 fee application (.5). Matthew Grimshaw
2.40
OS/20/09
1.50
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 fumished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Pacifc Energy Resources Ltd.

Fee Application
June 3, 2009
Invoice No. 558019
023353-0031
Page No.2
Draft and revise March 2009 fee application (1.1); draft and revise April 2009 fee application (.4).
05/21/09
Matthew Grimshaw Draft and revise March 2009 fee application (.7); draft and revise April 2009 fee application (2.1). Matthew Grimshaw Draft, revise, and finalize March 2009 fee application
(1); draft and revise April
2.80
05/22/09
2.30
2009 fee application (1.3).
05/28/09
Matthew Grimshaw Draft, revise, and tinalize April 2009 fee application.
0.50
Total Hours Total Professional Services
12.20
$4,636.00
DISBURSEMENTS AND COSTS ADVANCED

Miscellaneous
23.06
Total Disbursements
$23.06
Total Current Fees and Costs Prior Balance Due

Total Balance Due
$4,659.06 0.00 $4,659.06
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
Pacific Energy Resources Ltd. Fee Application 023353-0031
Page No.3
ACCOUNTS RECEIVABLE
0-30DAYS
$4,659.06
31- 60 DAYS $0.00
61- 90 DAYS $0.00
91- 180 DAYS $0.00
. OVER 180 $0.00
Additional disbursements may have been paid or incurred on your behan 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
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
558019 023353 - 0031

James O'Neal
Date
June 3, 2009
Fee Application
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
4,636.00 23.06 4,659.06
Wire Instructions
Union Bank of Californa 18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account ~uinber: 0630133009
Account ~aine: 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
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Attn: Gen)' Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
558019 023353 - 0031

Date
Fee Application
REMITTANCE COPY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
$ $
4,636.00 23.06 4,659.06
Wire Instructions
18300 Yon Kamian Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please rcfer to thc 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

ATIORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950

COSTA MESA. CALIFORNIA 92628.1950
(714) 641-5100
Attn: Gerry Tywoniuk, Sr. VP and cro I II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
562 I 76
023353 - 0035
James O'Neal
Date Page
July 30, 2009

i
RE: Financing
FOR PROFESSIONAL SER VICES RENDERED THROUGH MAY 3 i, 2009
05/01/09
Cristy G Parker Communicate with M. Litvak and Bingham re status of DIP amendment and side letter.
Gregg Amber
Conference calls and e-mail correspondence with G.
0.20
05/04/09
4.30
Tywoniuk, P. Parmes, and D. Katic re possible Polytec investment and plan.

05/04/09
Penelope Parmes Telephone conference with Mr. Tywoniuk.
0.50
05/04/09
Cristy G Parker Follow up with M. Litvak and G. Tywoniuk re DIP

amendment and side letter.
0.10
05/05/09
Gregg Amber Begin work on Polytec tenn sheet and MOU (1.0); conference with C. Parker and review and revise drafts of same (1.5); lengthy conference call with Polytec and PERL representatives (2.7).
Gregg Amber Telephone conference with i. Kharasch re bid process
and possible need for special committee.
5.20
05/05/09
0.40
05/05/09
Cristy G Parker
0.20
Additional disbursements may have been paid or incurred on your behan 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
Pacific Energy Resources Ltd. Financing 023353-0035
July 30. 2009

Invoice No. 562176
Page NO.2
Follow up with G. Tywoniuk re redaction of Drp side letter and public filing of same. 05/05/09
Cristy G Parker Draft and revise letter of intent re disposition of debt (2.1); review and comment on term sheet re same (4.2); office conferences and communicate with G. Tywoniuk and D. Katie re same (0.4).
Penelope Parmes Provide analysis regarding financing to pay creditors through plan process.
6.70
05/05/09
i. 10
05/06/09
Gregg Amber Telephone conference with D. Katie (0.3); revise Polytec tenn sheet, MOU and memo regarding debt
purchase vs. asset purchase steps (1.2).
1.50
05/06/09
Cristy G Parker Research and draft memo re steps to be taken for purchase of secured debt vs. purchase of assets through bid process (6.9); office conferences re same (0.3).
Penelope Parmes Provide further analysis regarding purchase of secured debt vs. purchase of assets through 363 process.
Gregg Amber
7.20
05/06/09
2.60
05/06/09
1.20
Review and revise memo regarding steps to be taken for purchase of secured debt vs. purchase of assets through bid process (1.0); conference with C. Parker regarding
comments (0.2).
05/06/09
Gregg Amber Lengthy conferences with P. Parmes and C. Parker regarding steps to be taken tor purchase of secured debt vs. purchase of assets through bid process.
1.40
05/07/09
Cristy G Parker Offce conference re data site updates needed.

Gregg Amber
0.20
05/08/09
1.00
Revise memo regarding steps to be taken for purchase of

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 clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
July 30, 2009 Invoice No. 562 i 76
Page No.3
secured debt vs. purchase of assets through bid process and revise Term Sheet for purchase of lender debt.
05/12/09
Gregg Amber Conference call with D. Katic and i. Kharasch re possible secured debt purchase (0.5); review memo regarding outline for secured debt purchase (0.3); correspondence with D. Katie, i. Kharasch and P. O'Mara re same (0.3); lengthy conference call with D. Katie, 1. Kharasch, G. Tywoniuk and P. O'Mara re same (1.0).
2.10
05/13/09
Cristy G Parker Draft forms of assignment of claim and notice of assignment (3.3); research and offce conferences re same (1.1).
Gregg Am ber
4.40
05/13/09
4.20
Prepare documents pertaining to purchase of Forest Subordinated Note and assignments of claims of other unsecured creditors
05/14/09
Cristy G Parker Revise form of assignment of claim agreement (0.7); review and comment on fonn of note purchase and assignment of claim agreement (0.8); oftce conference
re same (0.2).
1.70
05/14/09
Cristy G Parker Communicate with M. Litvak and M. Cervi re terms of DIP amendment needed.
0.30
05114/09
Gregg Amber Continue work on documents pertaining to purchase of Forest Subordinated Note and assignments of claims of
other unsecured creditors.
0.60
05/14/09
Gregg Amber Extensive correspondence with working group

regarding timeline for and possible terms of Polytcc
1.10
purchase of debt and equity.

05115109
Cristy G Parker
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 clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacitic Energy Resources Ltd.
Financing 023353-0035
Page No.4
Communicate with working group re DIP facility amendments needed.
05/15/09
Gregg Amber
2.00
tee and re Hong
Extensive correspondence with G. Tywoniuk and D.

Katic re key steps presentation for Poly
Kong trip to present same.
05/17/09
Gregg Amber Meetings with D. Katic, V. Katie and M. Clemans regarding Polytec (during travel) and travel to Hong Kong for meetings with Polytec. (Billed at 50%)
Cristy G Parker Communicate with lenders' counsel and bankruptcy counsel re DIP facility amendment preparation.
Gregg Amber
i 8.00
05/18/09
0.50
05/18/09
12.00
All day meetings in Hong Kong with PERL and Polytec

financial and technical personneL.
05/19/09
Cristy G Parker Analyze DIP facility and side letter and prepare outline of proposed amendments.
Gregg Amber All day meetings in Hong Kong with PERL and Polytec
personneL.
2.80
05/19/09
12.00
OS/20/09
Gregg Amber Meetings with D. Katic, V. Katie and M. Clemans and Polytec representatives. Gregg Amber Review draft second amendment to DIP credit agreement (0.6); conference with G. Sleichter re same (0.2).
8.00
OS/2 1 /09
0.80
OS/2 i /09
Gregg Amber
Review and comment on documents sent by Calgary
1.50
investment banking trm (ILS) regarding possible

private placement and communicate comments to D.
Katie.
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
Page No.5
0512 1/09
Garett Sieichter
2.70
Review and comment on draft Amendment No.2 to DIP Credit Agreement.

OS/2 i /09
Gregg Amber Return travel from Hong Kong. (Billed at 50%) Gregg Amber Conference call with D. Katic and A. Marino (0.4); review web site and other materials regarding Polytec Group (0.5); prepare summary description for offer to Chevron regarding Cook Inlet properties from Polytec (0.6); conference call with bankruptcy lawyers, Zolfo and others regarding amendment to DIP credit agreement (1.0); review materials and begin issues list for management comp in possible Polytec deal (0.5); review and revise proposal to Chevron from PoIytec and correspondence with A. Marino re same (0.8).
Garett SJeichter
i 7.00
OS/22/09
3.80
OS/22/09
1.70
Review and analysis re lender's draft of proposed Amendment No.2 to DIP Credit Agreement.
OS/23/09
Gregg Amber Telephone conference with D. Katic re possible Polytec

offer to lenders.
0.40
OS/24/09
Gregg Amber Review and revise proposal to Chevron from Polytec and correspondence with A. Marino re same (1.3); revise Forest Note and Share Purchase Agreement and correspondence with D. Katic re same (0.7); prepare litigation summary for Polytec (0.5).
2.50
05126/09
Cristy G Parker
Conference call \vith working group re impact of asset
i .40
sale requirements on DIP facility amendment.

OS/26/09
Gregg Amber All hands conference call regarding amendment to DIP credit agreement.
1.20
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). (Le),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
July 30, 2009

Invoice No. 562176
Page NO.6
OS/26/09
Gregg Amber Extensive correspondence with D. Katie, i. Kharasch,

C. Austin and M. Cervi regarding financing NDAs,
1.0
litigation descriptions for Polytec, isolation of Alaska

non-operated properties and related matters (1.0);
prepare memo re isolation of Alaska non-operated

properties (0.7).
OS/26/09
Cristy G Parker Review and comment on DIP facility amendment (4.6); offce conferences and communicate with various working group members re amendments needed to same (1.0).
Garett Sleichter
5.60
OS/26/09
0.70
Telephone conference with M. Cervi regarding certificate delivery obligations under DIP credit facility DIP credit agreement re (0.2); review and analysis of same (0.5).
OS/27/09
Cristy G Parker Revise DIP facility amendment (2.7); communicate with working group and lenders' counsel re same (0.4).
Gregg Amber Telephone conferences with 1. Kharasch and M. Cervi regarding Alaska non-op piece (0.5); extensive correspondence with 1. Kharasch and D. Katic re same (0.4); revise memo re same (0.5).
3.10
OS/27/09
1.40
OS/28/09
Brendt Butler E-mails with P. Parmes re financing issue (0.20); research financing issue and send results to P. Parmes (0.90)
1. 0
OS/29/09
Cristy G Parker Follow lip with lenders' counsel re DIP amendment.
0.10
Total Hours
Total Protssional Services
150.50
$68,927.50
Additional disbursements may have been paid or Incurred on your beha~ 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 Ar LAW
Page No.7

Long Distance Telephone
Duplication
Support Staff Overtime
22.50
3.70
60.00
123.00
Parking Fees
Direct Long Distance

Total Disbursements
74.80
$284.00
Total Current Fees and Costs
$69,21 i .50
Previous Balance Due Payments and Adjustments
104,697.89
(12, i 50.00)
Prior Balance Due
92,547.89
Total Balance Due
$161,759.39
ACCOUNTS RECEIVABLE
o - 30 DAYS
$95,93 i .50
31- 60 DAYS $39,558.39
61- 90 DAYS $26,269.50
91 -180 DAYS $0.00
OVER 180
$0.00
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 clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
I 1 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
558020 023353 - 0032

James O'Neal
Long Beach, CA 90802
Date Page
June 3,2009
1
RE: Corporate Governance

05/03/09 Gregg Amber Work on minutes of varous board and committee meetings.
Laurie Biegel ( P A)
0.80
05/04/09
0.70
Conference with G. Amber regarding minutes; prepare email to B. Walker regarding minutes; update Minute Book and index thereto.
05/04/09
Gregg Amber
Continue work on minutes from varous board and
1.00
conunittee meetings; revise and recirculate based on comments from G. Tywoniuk.

05/04/09
Gregg Amber
Continue work on minutes of
0.70
varous board and
committee meetings.
05/05/09
Gregg Amber Correspondence with management re board and

committee meetings and review key employee incentive
1.00
plan to be the subject of next compensation committee meeting.

05/08/09
Gregg Amber Prepare for, attend and take minutes at compensation
1.00
RUTAN & TUCKER, LLP

A TTORNEYS AT LAW
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
June 3, 2009
Invoice No. 558020
Page No.2
cOlmnittee meeting.
05/11/09
Gregg Amber Prepare for, attend and take minutes at board and audit committee meeting.
2.80
05/13/09
0.20
Prepare correspondence to J. Kuritz regarding statutory represent invoice for Pacific Energy Alaska Holdings,
LLC.
05/18/09
0.30
Follow up with B. Walker regarding missing signatures board and committee consents; update task list and
Minute Book.
05/18/09
Catherine Parsons Draft minutes for varous Pacific Energy Board and Committee meetings.
0.60
05/19/09
0.20
Review email from R. Kumararatne; perform research

regarding Pacific Energy Alaska Holdings, LLC.
OS/20/09
Catherine Parsons
Continue to draft minutes for varous Pacific Energy Board and COlmnittee meetings.
0.70
OS/21/09
Catherine Parsons Continue to draft minutes for varous Pacific Energy Board and Committee meetings. Catherine Parsons Continue to draft minutes for various Pacific Energy Board and Committee meetings. Catherine Parsons Draft minutes for varous Pacific Energy Board and Committee meetings. Gregg Amber Work on board meeting minutes.
1.30
OS/26/09
1.20
OS/27/09
1.40
OS/28/09
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 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
Pacific Energy Resources Ltd. Corporate Governance 023353-0032
June 3, 2009
Invoice No. 558020
Page No.3
OS/28/09
Catherine Parsons Edit minutes for various Pacific Energy board and committee meetings; communicate with B. Walker regarding previous board and committee meetings.
1.0
OS/29/09
Catherine Parsons Finalize minutes for various Pacific Energy Board and Committee meetings.
Gregg Amber Work on meeting minutes.
0.60
OS/29/09
1.00
17.20
$6,921.00

Duplication
0.40
Total Disbursements
$0.40

Total Balance Due
$6,921.40 4,027.50
$ 1 0,948.90
ACCOUNTS RECEIVABLE
0-30DAYS
$10,948.90
31- 60 DAYS $0.00
61 - 90 DAYS $0.00
91 -180 DAYS $0.00
OVER 180 $0.00
Additional disbursements may have been paid or incurred on your beha~ 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
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
558020
023353 - 0032 James O'Neal June 3, 2009
Date
Corporate Governance
INVOICE SUMMARY
Disbursements and Costs Advanced
6,921.00 0.40 6,921.40
Wire Instructions
Union Bank of Cali fomi
18300 Von Kamian 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 behaij 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

ATIORNEYS AT LAW
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
558020 023353 - 0032

James O'Neal
Date
June 3, 2009
Corporate Governance
REMITT ANCE COPY


6,921.00 0.40 6,921.40
Wire Instructions
Union Ban of Califomia 18300 VonKarman
Irine, 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.

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
Invoice No.
Account No.
Biling Atty.
558021
023353 - 0033
James O'Neal
Date Page
June 3, 2009
1
RE: Alaska Asset Sale

05/01/09
Garett Sleichter
0.70
Revise PSA tor Alaska assets.
05/01/09
Garett Sleichter
0.50
Communication with M, Wiesinger re additional documents for Alaska datasite; upload documents to Alaska datasite.
05/04/09
Garett Sleichter
0.30
Manage user access to Alaska datasite; communication with M. Wiesinger re access to Alaska datasite.
05/05/09
Garett Sleichter
0.60
Manage user access to Alaska datasite; manage content of datasite; telephone conference with M. Wiesinger re possible creation of separate additional FTP site.
05/07/09
Garett Sleicliter Research R. Saunders inquiries regarding Alaska PSA; respond to R. Saunders re same. Garett Sleicliter Populate datasite re DIP credit facility amendment and related documents.
Garett Sleichter
0.40
05/07/09
0.20
05/11/09
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

ATTOHNEYS AT LAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
June 3, 2009
Invoice No. 558021
Page No.2
Research re Har Scott Rodino and possible exemptions applicable to sale of Alaska oil and gas assets.
05/19/09
Garett Sleichter
0.30
Manage user access, documents and security settings for

Alaska dataroom.
OS/21/09
Garett Sleichter
0.20
Prepare email distribution of second lien credit facility documents to Polytec; send same.
OS/21/09
Garett Sleichter
1.60
Rcvicw documents on datasite; analysis re ORRI documents and exhibits related to original Alaska financing; populate datasite with additional ORRI
documents and exhibits.
OS/22/09
Garett Sleichter
0.30
Manage users access and documents on datasite.

OS/26/09
Garett Sleichter
3.50
Revise Alaska PSA to confoff1 with recent changes to

Beta PSA.
OS/27/09
Garett Sleichter
0.70
Draft revisions to Alaska PSA.

OS/27/09
Garett Sleichter
0.30
Manage Alaska datasite.

OS/28/09
Garett Sleichter
1.40
Work on Alaska PSA.
11.70
$4,387.50
$4,387.50 34,930.00 $39,317.50
Total Balance Due

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

ATIORNEYS AT LAW
Pacific Energy Resources Ltd. Alaska Asset Sale 023353-0033
June 3,2009
Invoice No. 558021
Page No.3
ACCOUNTS RECEIVABLE
o - 30 DAYS
$39,3 i 7.50
31- 60 DA YS
$0.00
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 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
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
558021 023353 - 0033

James O'Neal
Date
June 3,2009
Alaska Asset Sale
INVOICE SUMMARY
4,387.50 4,387.50
Wire Instructions
Union Bank of Californa 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 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 clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
558021 023353 - 0033

Date
Alaska Asset Sale
REMITTANCE COPY
4,387.50 4,387.50
Wire Instructions
Union Bank of Californa 18300 Von Karman Irine, 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
A PARTNERSHIP INCLUDING PROFESSIONAL CORPOF~TIONS
(714) 641-5100
Pacitc Energy Resources Ltd.
1Voice No.
Account No.
Biling Atty.
Attn: Geny Tywoniuk, Sf. VP and CFO

III West Ocean Boulevard, Suite 1240
558022 023353 - 0034

James O'Neal
Long Beach, CA 90802
Date Page
June 3, 2009
1
RE: Beta Asset Sale

05/01/09
Garett Sleichter
2.10
Draft Beta PSA. 05/04/09

Garett Sleichter
7.70
Extensive drafting of Beta PSA.

05/05/09
Garett Sleichter
9.30
Extensive drafting of Beta PSA.

05/06/09
Gregg Amber Review and comment on draft PSA.

Garett Sleichter
1.70
05/06/09
2.50
Draft Beta PSA.

05/07/09
Gregg Amber Review and comment on draft Beta PSA.

Garett Sleichter
1.00
05/07/09
3.70
Draft and revise Beta PSA.

05/08/09
Gregg Amber Review and comment on draft Beta PSA.
Garett Sleichter
1.20
05/08/09
2.70
Draft Beta PSA.

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 cleric
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
023353-0034
Pagc No.2
05/11/09
Gregg Amber All hands conference call regarding Beta PSA.

Gregg Amber Continue review of Beta PSA.
Garett Sleichter
1.00
05/11/09
1.00
05/11/09
3.70
Draft revisions to Beta PSA; all hands conference call re Beta PSA; draft revised provisions to Beta PSA re bankruptcy order, closing conditions and abandonment bonding issues.
05/12/09
Garett Sleichter
1.30
Conduct research regarding Hart Scott Rodino applicability to proposed sale of Beta assets; research
exemptions to Hart Scott Rodino.
05/12/09
Garett Sleichter
2.70
Review and revise Beta PSA; review and incorporate comments to Beta PSA from Pacific Energy and
Pachulski Stang.
05/13/09
Gregg Amber Extensive correspondence with working regarding Beta PSA and SPBPCo shares.
Garett Sleichter
Conununcation and analysis re banptcy treatment of
1.30
05/13/09
0.40
SPBPC stock under Beta PSA.
05/13109
Garett Sleichter Revise Beta PSA. Garett Sleichter
1.50
05/14/09
2.30
Review and revise Beta PSA; incorporate comments and suggestions from PERL and Pachulski Stang into Beta PSA.
05/15/09
Garett Sleichter
2.10
Revise Beta PSA; conununIcation with Pachulski Stang

re bankptcy procedures to be covered in PSA.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
June 3, 2009
Invoice No. 558022
023353-0034
Page No.3
05/15/09
Gregg Amber Extensive correspondence with G. Sleichter regarding Beta PSA and SPBPCo shares.
Garett Sleichter Revise Beta PSA. Garett Sleichter
0.50
05/18/09
1.70
05/19/09
3.50
Draft final edits to proposed draft of Beta PSA for distribution to potential buyers; review proposed final
draft of
Beta PSA.
05/19/09
Garett Sleichter
0.30
Manage user access, documents and security settings for

Beta dataroom.
OS/21/09
Garett Sleichter
1.50
Review documents on datasite; analysis re ORRI documents and exhibits related to original Beta financing; populate datasite with additional ORRI
documents and exhibits.
OS/21/09
Garett Sleichter
0.20
Prepare email distribution of DIP credit facility documents to Polytec; send same.
OS/22/09
Gregg Amber Conference call with ERG counsel and A. Marino re PSA.
1.00
OS/23/09
Gregg Amber Review proposed bid and sale procedure language for PSA sent by ERG counseL.
Gregg Amber Correspondence with bankptcy lawyers regarding proposed sales procedure order language.
Garett Sleichter
0.40
OS/26/09
0.10
OS/27/09
0.30
Manage Beta datasite.
Additional disbursements may have been paid or incurred on your beha~ 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.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Beta Asset Sale
023353-0034
Page No.4
OS/28/09
Garett Sleichter
0.20
Manage access to Beta datasite.
58.90
$23,697.50

Long Distance Telephone
65.35
Total Disbursements
$65.35
$23,762.85 44,113.35
Total Balance Due
$67,876.20
ACCOUNTS RECEIVABLE
0- 30 DAYS $67,876.20
31- 60 DAYS $0.00
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 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
Invoice No.
Account No.
Billing Atty.
558022 023353 - 0034

James O'Neal
Date
June 3, 2009
Beta Asset Sale
INVOICE SUMMARY
23,697.50 65.35 23,762.85
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 statemenl 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 clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558022 023353 - 0034

James O'Neal
Date
June 3, 2009
Beta Asset Sale
REMITTANCE COPY
CURRNT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced

23,697.50 65.35 23,762.85
Wire Instructions
Union Bank of Californa 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 behali 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
Invoice No_
Account No.
Biling Atty_
558024 023353 - 0038

James O'Neal
Date Page
June 3,2009
i
RE: General Corporate Issues

05/01/09
Rushika Kumararatne Update options table or aril terminations and lapses.

James B O'Neal
0.40
05/05/09
0.40
Discuss with co-counsel retrieve the rejected Orange County Second lien Deed of trusts and ORRIs.
05/06/09
Garett Sleichter
1.50
Research updated capitalization information; prepare updates to capitalization table; communication with L. Maiiinez re same.
OS/21/09
Garett Sleichter
0.30
Research record stockholder positions per D. Katic request.

OS/29/09
Garett Sleichter
1.30
Review stockholdings for determining SEC reporting obligations.
3.90
$1,512.50
Total Current Fees
$1,512.50

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 Corporate Issues 023353-0038
Page No.2
Prior Balance Due
5,105.00
$6,6 i 7.50
Total Balance Due
ACCOUNTS RECEIVABLE
o - 30 DAYS $6,617.50
31- 60 DAYS $0.00
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 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
TAXPAYERS ACCOUNT
NO 9S-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Billing Atty.
558024 023353 - 0038

Date
General Corporate Issues
INVOICE SUMMARY
1,512.50 1,512.50
Wire Instructions
Union Bank of Californa 18300 Von 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.

The abbreviation (PAl. (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 ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558024 023353 - 0038

James O'Neal
Date
June 3, 2009
General Corporate Issues
REMITTANCE COpy
CURRENT INVOICE SUMMRY:

Professional Fees
$
1,512.50 1,512.50
Wire Instructions
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.
Union Bank of
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 turnished to you. The abbreviation (PAl. (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
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Billing Atty.
558025 023353 - 0039

1
Date Page
RE: Confidentiality Agreements

05/04/09
Shigenobu Itoh Review and prepare correspondences with Albrecht regarding access ofW &T to Beta data room.
Shigenobu Itoh
0.20
05/04/09
0.20
Review correspondences from Ms. Allen regarding fully executed confidentiality agreements.
05/05/09 Shigenobu Itoh Conference with Ms. Parker regarding fonn confidentiality agreement; prepare correspondence to Ms. Parker regarding same. Shigenobu Itoh
Warren Resources confidentiality agreement; prepare
Review and prepare execution copy of
0.20
05/08/09
0.50
correspondences with Mr. Wiesinger and Albrecht
regarding same.
05/19/09
Shigenobu Itoh Review Pacific Polytech confidentiality agreement.
0.10
OS/20/09
Shigenobu ltoh Review correspondence from Mr. Wiesinger regarding Pacific Polytechnic confidentiality agreement.
0.10
Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement. An additional statement covenng 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
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
Page No.2
OS/21/09
Shigenobu Itoh Review Black Elk Energy confidentiality agreement. Shigenobu Itoh Review correspondence from Mr. Wiesinger regarding Pacific Polytechnic confidentiality agreement; review Pacific Polytechnic confidentiality agreement.
Shigenobu Itoh
0.10
OS/21/09
0.60
OS/26/09
0.30
Telephone conferences with Mr. Wiesinger regarding investment confidentiality agreements.

OS/26/09
Shigenobu Itoh
1.90
Review and prepare comments to draft confidentiality agreement with ILS Ventures Corp.; prepare correspondence to Mr. Amber regarding same.
OS/26/09
Gregg Amber Review ILS confidentiality agreement and conference with Mr. Itoh re same (0.5); correspondence with Mr. Katic and revise confidentiality agreement (0.5). Gregg Amber Review and coimnent on revised ILS confidentiality agreement, review International Chamber of Commerce forms re same and extensive correspondence with Mr. Katic re same.
1.00
OS/27/09
1.20
Total Hours
6.40
$2,575.00
$2,575.00 16,630.00
$19,205.00
Total Balance Due
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
Pacific Energy Resources Ltd. Confidentiality Agreements 023353-0039
June 3, 2009
Invoice No. 558025 Page NO.3
ACCOUNTS RECEIVABLE
0-30DAYS
$19,205.00
31- 60 DAYS $0.00
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 reffected in this statement. An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (LCl.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
A PARTNERSHIP INCLUDING PROFESSIONAL CORPOKA nONS
Invoice No.
Account No.
Biling Atty.
558025 023353 - 0039

James O'Neal
Date
June 3, 2009
REMITTANCE COPY
2,575.00 2,575.00
Wire Instructions
18300 Von 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.
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 cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATIORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
558025 023353 - 0039

Date
INVOICE SUMMARY
2,575.00 2,575.00
'Wire Instructions
Union Ban ofCalifomia 18300 Von Kamian Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK
Account Number: 0630 I 33009 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 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

ATIORNEYS AT LAW
A PARTNERSHIP INCL.UDING PROFESSIONAL. CORPORATIONS
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Biling Atty.
558026 023353 - 0040

1
Date Page
RE: General Contract Review and Preparation

05/06/09
Garett Sleichter
0.80
Review proposed Confidentiality Agreement from Beecher Carlson re insurance claim for Mound Redoubt eruption (0.6); draft email summary of comments to
same (0.2).
05/07/09
Garett Sleichter
0.70
Review proposed amendment to Deposit Account Control Agreement (0.4); prepare comments and
responses to same (0.3).
05/13/09
Garett Sleichter
0.30
Review draft Deposit Account Control Agreements

fi'om J. Kuritz (0.2); draft email communication to J.
Kuritz re same (0.1).
05/15/09
Garett Sleichter
0.40
Analysis re Wells Fargo requested amendment to Deposit Account Control Agreement (0.3); telephone conference with J. KurItz re same (0.1).
05/15/09
Garett Sleichter
1.30
Draft revisions to proposed Confidentiality Agreement from Beecher Carlson regarding Redoubt claim.
05/19/09
Garett Sleichter
0.40

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
June 3, 2009 Invoice No. 558026 Page NO.2
Telephone conference with J. Kuritz re Beecher Carlson proposed form of Confidentiality Agreement (0.2); telephone conference with J. Cyr with Beecher Carlson
re same (0.2).
OS/20/09
Garett Sleichter
0.40
Telephone conference with J. Cyr re Beecher Carlson proposed form of Confidentiality Agreement (0.2); telephone conference with American International Underwriters attorney M. Carcich re same (0.2).
OS/21109
Garett Sleichter
0.40
Telephone conference with American International Underwriters attorney Mike Carcich re Indemnitcation Agreement.
OS/22/09
Garett Sleichter
1.40
Review revised draft of confdentiality agreement from M. Carcich; prepare revisions to same; communication with M. Carcich re same.
Total Hours
6.10
$2,287.50

Total Balance Due
$2,287.50 2,145.00
$4,432.50
ACCOUNTS RECEIVABLE
0-30DAYS
$4,432.50
31- 60 DAYS $0.00
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 such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegal, law clerk or document cleric
TAXPAYERS ACCOUNT
NO 95-3519027
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy Resources Ltd. Attn: Gerr Tywoiiiuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billng Atty.
558026 023353 - 0040

James O'Neal
Date
June 3, 2009
General Contract Review and Preparation
INVOICE SUMMARY
2,287.50 2,287.50
Wire Instructions
Union Bank of Californa 18300 Von Karan
Irv11e, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the 1ivoice 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
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA nONS

Billing Atty.
558026 023353 - 0040

Date
General Contract Review and Preparation
REMITTANCE COPY
2,287.50 2,287.50
Wire Instructions
Union Bank of Californa 18300 Van Kam1an 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 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
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr T)Ivomuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
558027 023353 - 0041

James O'Neal
Bling Atty. Date Page
June 3, 2009
1
RE: Securities Issues
FOR PROFESSIONAL SERVICES RENDERED THROUGH MAY 31,2009

05/06/09
Cristy G Parker Provide Canadian counsel with option information required to be reported to TSX (0.1); office conference re
same (0.1).
0.20
05/08/09
Cristy G Parker
DIP amendment and side letter to be fied on SEDAR (1.2); cominunicate with G. Tywoniuk
Draft description of
1.50
and H. Rahani re same (0.3).
Total Hours
1.70
$765.00
$765.00 49,052.49
Total Balance Due
$49,817.49
The abbreviation (PA). (LC).or (DC) followin9 an individual's name denotes paralegal. law clerk or document clerk.
RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
Pacific Energy
Resources Ltd.
Securities Issues 023353-0041
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $49,817.49
31- 60 DAYS $0.00
61 - 90 DAYS $0.00
91 -180 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your beha~ 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

ATIORNEYS 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
Invoice No.
Account No.
Biling Atty.
558027 023353 - 0041

James O'Neal
Date
June 3, 2009
Securities Issues
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
765.00 765.00
Wire Instructions
Union Bank of Californa 18300 Von Kannan
Irine, 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
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-195D (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
558027 023353 - 0041

Date
Securities Issues
REMITTANCE COPY
765.00 765.00
\Virc Instructions
Union Bank of
Californa
18300 Von Kamian 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 refiected in this statement.

The abbreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.
EXHIBIT B
:.-: n:i1" L1; ;" '"
LOS ~:&4~:29~5-5B03 .,,
i Ql IV
T.. ID: ll4672

Herchi..i lD: 80467239
VI~
xx~
Sale
Entr I1th: SI/ped
~
Total;
$ 12.00
23:00:H
Inv U: 00
fi: Onl/ne
P Cod: 00
Cu.t..r C-v
Jl VIl'
o 2-"5~r3 --
.~~
7~
0031
~~ ~
':
,RUT AN & TUCKER, LLP

EXPENSE REIMBURSEMENT FORM
(CLIENT CHARGEABLE EXPENSES)
DATE; MAY 21.2009

EMPLOYEE NUMBER: 1677
'" II U 1I1111~li i I *AP1060070*
REIMBURSEMENT PAYABLE To: I Gregg Amber
Date
Type of
(ooroorOO)
(55~J and Other Details)
Exense
Pacific Energy
Client Name
Client-Matter Number
Purpose of Expense (Destination/Mileage
AMOUNT
(Dollars &
Name(s), Position(s), Organization(s) of Individuar(s) Involved
Cents)
Expense Code
123.00
5120/09
Airprt
Parkino
023353-35
Kom
Gregg Amber
Airport Parking - Attended closing in Hong
0'S9
TOTAL: l $ 12~
VENDOR#
EMPLOYEE APPROVAL
~BILLING ATTORNEY APPROVAL

(needed for expenses greater than $350.00)
VOUCHER#
SECT/ON HEAD APPROVAL

(needed for expenses greater than $2.000.00)
Vendor
Session 10
Request 10
\P IE \C IE ~ \U IE 0
Quick Check 0 tf
(Accounting Use Only
Wifi 't 1.' i\WI~
~CCO\JNW~G
IN THE UNITED STATES BANUPTCY COURT

In re:
FOR THE DISTRICT OF DELAWAR ) Chapter 11

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

Debtors.
Case No. 09- 10785 (KC) (Jointly Administered)
AFFIDAVIT OF SERVICE
STATE OF
DELAWAR )
) ss:
COUNTY OF NEW CASTLE )

Lyny Oberholzer, 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 7th day of August, 2009 she caused a copy of the
following documents to be served upon the parties on the attached service list in the maner
indicated:
Notice of Filng of Fee Application;
Amended Third 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
May 1, 2009 through May 31, 2009
4JA.
y er olzer
Sworn to ~b,scribed before me this ~ '4ay of August 2009
MARY E. CORCORA
NOTARY PUBLIC STATE OF DELAWARE
My commission expires Nov. 4, 20
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 LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.
Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432
Hand Delivery
(Counsel to Offcial Committee of
Unsecured
03 - Hand Delivery
06 - First Class Mail 01 - Interoffice Pouch
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
1313 Market Street Wilmington, DE 19899

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

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Ste 1240 Long Beach, CA 90802
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 325 N. St. Paul, Ste 1250 Dallas, Texas 75201
Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Offce of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35
Wilmington, DE 19801
Hand Delivery (Copy Service)
Parcels, Inc.
Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801
First Class Mail

(Counsel to Offcial 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 Official 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 Offcial 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
68773-001 \DOCS_DE: 1 47432.1

In Re Chapter 11: For The District of Delaware

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In Re Chapter 11: For The District of Delaware

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

Hearng Date: Only If Objections Are Timely Filed

Authorized to Provide Professional

Special Counsel to Debtors and Debtors in Possession

entered on or about May 1, 2009

Period for which Compensation and

May 1, 2009 though May 31, 2009

2123/023353-003 I 1030336.01 a08/06/09

PRIOR APPLICATIONS FILED

Parer since 1998;

Member of CA Bar since

Fin cial Practice Grou

Parner since 1998;

Member of CA Bar since 1981; Member of Co orate Law Groii

Parer since 1998;

Member of CA Bar since 1981; Member of Co orate Law Grou

Member of the Bar since 1969; Member of Co orate Law Groii

Parer since 1990;

Member of CA Bar since

Position of the Applicant,

Position, Prior Relevant Experience, Year of Obtaining License to

Member of CA Bar 2000; Member of Financial

Member of CA Bar since 2007

Member of Corporate Law Grou

Total Hours: Blended Rate:

$ 120,999.50 278.6 $ 434.31

10.0 12.2 17.2 11.7

Long Distace Telephone

attched as Exhibit B Misc. Su ort Staff Overtime

Sand Pi one 1.5 hours

Dated: August -k, 2009

RUTAN & TUCKER, LLP

PENELOPE P S(C No. 104774)

Costa Mesa, California 92626-1931

2123/023353-0031 1030336.0 I a08/06/09

IN THE UNITED STATES BANKRUPTCY COURT

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

Hearing Date: Only If Objections Are Timely Filed

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

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

the allowed expenses) for a total payment

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

1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary

the Banruptcy Code. A

Committee of Unsecured Creditors ("Committee") was appointed on or about March 19,

and 1334. This is a core proceeding pursuant to 28 D.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

4. The retention of Rutan, as special corporate and litigation counsel to the

RUTAN'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

on behalf of the Debtors.

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

the prepetition retainer was credited to

$10,542.35 in expenses. Under the Administrative Order, Rutan's received approval of

$96,224.80 in fees and $10,542.35 in expenses.

Actual and Necessary Expenses

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

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

each client's photocopying charges on a daily basis.