IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et all) Case No. 09-10785 (KJC)

)
) (Jointly Administered)

Debtors. )
) Objection Deadline: October 29, 2009 (t 4:00 p.m.

FIFTH MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD AUGUST 1.2009 THROUGH AUGUST 31. 2009

To: The Notice Parties Listed on Exhibit A hereto

Name of Applicant:

Lazard Frres & Co. LLC

Debtors and Debtors-in-Possession

Authorized to Provide
Professional Services to:

Date of Retention:

May 1, 2009 nunc pro tunc March 8, 2009

August 1,2009 through August 31, 2009

Period for which compensation and/or reimbursement is sought:

Amount of Compensation sought as actual, reasonable, and necessary: Amount of Expenses sought as actual, reasonable, and necessary Total Compensation and Expense Reimbursement Requested:
Less: Amounts Paid to Date:

$100,000.00
$808.332
$100,808.33 .

0.00

Net Amount of Compensation Requested:

$100,808.33

This is a: ~ monthly

interim _ final application

i The Debtors in these cases, along with the last four digits of each ofthe Debtors' federal tax identification numbers, are: Pacific
Energy resources Lts. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021);_San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 Prior to the petition date, Lazard was paid $50,000 for pre-petition costs incurred but not yet processed. As of August 31, 2009
the unapplied balance of

the retainer is $25,895.77.

The total time expended for fee application preparation was approximately 4.0 hours.

Sumar of Monthly Fee and Expense Invoices for the Compensation Period:

07/28/09 TBD

Curent

06/01/09-06/30/09 07/01/09-07/31/09 08/01/09-08/31/09

100,000.00 100,000.00 100,000.00

1,225.31 14,043.35 808.33

0.00 0.00 0.00

0.00 0.00 0.00

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
PACIFIC ENERGY RESOURCES LTD., et a3) Case No. 09-10785 (KJC)
)
) (Jointly Administered)

Debtors. )
) Objection Deadline: October 29, 2009 (t 4:00 p.m.

FIFTH MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD AUGUST 1.2009 THROUGH AUGUST 31. 2009
TO THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE:

Lazard Frres & Co. LLC, ("Lazard"), Investment Banker and Financial Advisor

to Pacific Energy Resources Ltd. ("Pacific Energy"), and certain of its subsidiaries and affliates

(collectively, the 'Debtors") hereby submits its Fifth Monthly Fee Application (the
"Application") pursuant to sections 327(a) and 3238(a) of title 11 of the United States Code (the

"Banptcy Code) and Rule 2014 and 2016 of the Federal Rules of Bankrptcy Procedure (the
"Bankruptcy Rules") and 2014-1 of the Local Rules of Banptcy Practice and Procedure of the

United States Banuptcy Court for the District of .Delaware (the "Local Rules") for an
allowance of compensation for professional services rendered and for reimbursement of actual
and necessary expenses incurred in connection with such services from August 1, 2009 through

and including August 31, 2009 (the "Compensation Period") as set forth in their engagement

the Debtors' federal tax identification numbers, are: Pacific Energy resources Lts. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is i i 1 W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.

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

letter (the "Second Amended Engagement Letter"), attached hereto as Exhibit B. Pursuant to

the Administrative Order of this Court dated April 8, 2009 (Docket No. 147) approving
procedures for interim compensation and reimbursement of professionals (the 'Compensation

Order"), Lazard seeks interim allowance in aggregate amount of $100,808.33 for financial
advisory services provided to the debtors. In support of this Application, Lazard 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 United States Bankptcy Code. Pursuant to sections 1107 and

1108 the Bankptcy Code, the debtors have continued to operate their businesses and manage
their properties as debtors in possession since the Petition Date.

2. This Application is submitted pursuant to the terms of the Administrative

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses dated
April 8, 2009 (the "Administrative Order").

3. On May 1,2009, this Court entered certain Order Pursuant to sections 327(a)

and 328(a) of title 11 of the United States Code (the "Banptcy Code") and Rules 2014 and
2016 of the Federal Rules of Banptcy Procedure (the "Bankptcy Rules") and Rule 2014-1

of the Local Rules of Bankptcy Practice and Procedure of the United States Bankptcy Court
for the District of Delaware (the "Local Rules") authorizing the retention and employment of
Lazard Freres & Co. LLC as Investment BaI1er and Financial Advisor to the Debtors nunc pro
tunc to the petition date (the "Retention Order"), attached hereto as Exhibit C.

COMPENSATION REQUEST
4. Lazard seeks allowance of compensation for professional services rendered to

the Debtor during the Compensation Period in the aggregate amount of $100,000.00 and for

reimbursement of expenses incurred in connection with the rendition of such services in the
aggregate amount of $808.33, for a total award $100,808.33 (the "Total Compensation

Amount").

5. For the convenience of

the Cour and all paries in interest, attached hereto as

Exhibit D is a summar setting forth the name of each professional for whose work on these
reorganization cases compensation is sought.

SUMMARY OF SERVICES
6. The Managing Director and Vice President of Lazard who have rendered
professional services during the Compensation Period in these cases are as follows: John

Rutherford (Managing Director) and Robert Lynd (Vice President).

7. During the Compensation Period, the Debtors relied heavily on the

experience and expertise of the above-named persons in dealing with matters described in
Paragraph 8. As a result, Lazard's highly skiled restructuring professionals devoted significant

time and effort to perform properly and expeditiously the required professional services.

8. A summar of some of the services rendered by Lazard during the

Compensation Period are as follows:

a) M&A Environment - Lazard provided insight regarding the curent M&A environment, including expectations regarding valuation for the Alaska and Beta assets.

b) Asset Sale Process - Lazard kept in regular contact with potential bidders,
providing updates on court docurent fiings and Sales Procedures, and

provided insight as to how to segregate the Alaska properties to help attract the greatest number of bidders.
c) Meetings of

Creditors - Lazard provided regular updates to the Secured and Unsecured creditors on likely bidders and their financing capabilties.

d) Meetings of Board of Directors - Lazard, in coordination with the Debtors' counsel, updated the Board of Directors on the potential bidders for the Alaska and Beta packages and provided an opinion on each bidder's ability to close a transaction.
e) Sales Document Preparation - Lazard, in coordination with the Debtors'

counsel, negotiated Purchase and Sale Agreements ("PSA") with potential bidders for Alaska and Beta, and distributed any updates to Sales documents to potential bidders.

l) Due Dilgence Management - Lazard, in coordination with the Debtors' management and counsel, reviewed, organized, and managed the dissemination of due diligence materials, and accompanied a potential bidder for Beta on a site visit to the offshore platforms.

CONCLUSION
11. It is respectfully submitted that the amount requested by Lazard is fair and

reasonable given (a) the complexity of

the issues presented, (b) the time and labor required, (c)

the skil necessary to perform the financial advisory services, (d) the preclusion of other
employment, and (e) the customary fees charged to clients in bankptcy and non-bankptcy
situations.

WHEREFORE Lazard respectfully requests (i) an interim allowance of compensation for

professional services rendered during the Compensation Period in the amount of$100,808.33.

Total Amount of Compensation Requested:

Less: Amounts Paid to Date:

$100,808.33
($0.00)

Net Amount of Compensation Requested:

$100,808.33

Dated:

October 9, 2009 New York, New York

LAZARD FRRES & CO. LLC

Isl John Rutherford

John Rutherford

Managing Director Lazard Frres & Co. LLC 30 Rockefeller Plaza, 61 st Floor New York, NY 10020 (212/632-6000)

Investment Banker and Financial Advisor to the

Debtors and Debtors-in-Possession

Dated:

October B 2009
New York, New York

LAZ FRRES & CO. LLC ':"

Uterford ging Dirctor

d Frres & Co. LLC
30 Rockefeller Plaz 6lst Floor

New York, NY 10020

(2121632-6000)

Investent Baner an~ Financial Advisor to the

Debtors and Debtors-in-Possesson

"2

VERIFICATION
JOHN RUTHERFORD, being duly sworn, deposes and says:
1. I am a Managing Director of Lazard Frres & Co. LLC ("Lazard"), which maintais offces

for providing investment baning services at 30 Rockefeller Plaza, New York, New York
10020. Lazard has acted as an investment baner and financial advisor to and rendered

professional services on behalf of PACIFIC ENERGY RESOURCES LTD., et al. (the

"Debtors").
2. Ths afdavit is submitted pursuant to Banptcy Code Rule 2016 in connection with

Lazard's application (the "Application") for Allowance of Compensation and

Reimbursement of Expenses for the time period from August 1, 2009 though and including
August 31,2009 in the amount of $100,808.33.

3. All of the services for which compensation is sought by Lazard were performed for and on
behalf of the Debtors and not on behalf of any other person.
4. No agreement or understanding exists between Lazd and any other entity for the sharg of

compensation received or to be received for services rendered in or in connection with these

cases.

~.
New York

Managing Director

~ li W""" D _
No State of

Sworn to before this -Eday of October 2009

N' HANNA MURNANE York otary PUbnc. State of New

CommISSion ExPires ~~~c~~t~.L

. uallfied In Qu Q No. 41-4729327

EXHIBIT A - NOTICE PARTIES

Debtors
Pacific Energy Resources Ltd. 111 W. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attn: Scott Winn, CRO

Counsel for the Debtors

Pachulski, Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor

P.O. Box 8750 Wilmington, DE 19899-8705

Attn: Laura Davis Jones, Esq.

Pachulski, Stang Ziehl & Jones LLP

10100 Santa Monica Boulevard, 11 th Floor

Los Angles, CA 90067-4100 Attn: Ira Kharasch, Esq

Counsel for the Committee of Unsecured Creditors

Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067 Attn: Katherine C. Piper, Esq.

Office of the United States Trustee

the United States Trustee J. Caleb Boggs Federal Building, Rr. 2207 844 King Street, Suite 2313 Wilmington, DE 19801 Attn: Joseph McMahon
Office of

EXHIBIT B

Engagement Letter

EXHIBIT C

Retention Order

EXHIBIT D

Details of Hours Expended

EXHIBIT E
Fee Calculation

EXHIBIT B

Engagement Letter

r.A7.AH'n

l. FRi 6& Co. ii1:

80 TRVIS STT. SUIT 23

i'TO. lX 77002

PHO! 713-2361100

WW.ia"d.co

I'Al7'3-~60

April

28, 2009

Pacific Energy Resources Ltd.

11 I W. OC'.'8I Blvd, Suite 1240

Long Beach, CA 90802

Attention:

Mr. Darren Katie

President
Dear Laes and Gentlemen;

This leter agreent (the "Amended Agreement") conrins the underandig and agreement betwee Lazard Frres & Co. LLC ("La") and Pacifc Energy Resoures, Ltd. and its controlled si.bsidiiUies (collecively with aiiy entity fanned or used for the purposes set fort
herein, the "Company").
Assmme.lIt Sco."e.'

The. Company hereby retains Lard as its investment banker to provide the Qnipany with
advice in connection with lIy Sale Transaction and/or Financing (each aadcfined below) on the

tenns and conditions set foi1 herein.

De.cription of Servces:
I. LlI..rd agres, in con:ideratic;m of the compensatiDn provided in SectiDn 2 below, to

perform such of the following investment bii serices as the Company may reanably
request, including:
(a) Reviewing and analyzing the Company's busines, operations and

financial projections;

(b) Advising the Company on taics and strategies for negotiating wth the
Stakeholders in ci.mnection with a possible Sale Trasaction or Finaing;
(c) Renderin financial advice to the Company and paicipating in meetings

or negotlatioii with the Stakeholders (Includin the adminstve agent) and/or ruting agencies or other appropriate parties in connecon with any

Sale Tration or Fincin;

PARS LONDO NEWYOR A/EB~ ATlrA IlUN DOMBY CHICO ffWi(1l HADU~ HONGI( HOUSTON

Los Ao MAORD Ml Mo NEW tl ROI SA FRAO SE &NI STOCKH Sliier TOKO ToRl

Pacific Energ Resur Ltd.

April 28. 2009 Page 2

(d)

Advising and assisting the Compy in cvaluatig potenti Financingl

trasactons by the Company, and. subjet to Lllr!i's ageement so to act

and, if requested by the Company or Lad, xecuti appropriat

agreemets on behalf of the Company, contacting potentil 50Ur of
capital liS the Company may desigate lld asisting the Company in
iIlpIementing such a Financing;

(c)

Assisting the Company in identfying aiid evaliiting candates for a

potential Sale Trasaction(s), advising the Company In connectn with

negotiations and aidig in the consation or a Sale Trasaon(s)2;

(t)

Attnding meetings of the Company's Board of Drctors and its

committees with respect to matter on whwh we have been engaged to
advise you; and

(g)

Providing the Company with other financial advice ~latcd to a Sae

Transaction or Finacing. Lad will use resonable effort to cordinte

its activities hereunder with the Company's other adVors as relUnably
dirted by the Company.

Fees:
2. As consideration for the services to be provided the Company shall pay Lazd the following fces:
(a) A fee of$62,903 payable on April 1.200.

(b) A monthy fee of$loo,OOO (the "Monthly Fee''), payable on May 1,2009, and on the first day of eilch month thereafter until th termination of
Lazard's engagemet puruat to Section 10.
(c) If the Company consumtes a Sale Traction, Lad shn be paid a

fee (the "Sale Transaction Fee") equal to the fee calculated based on the

Aggegate Consideration lI set forth in Schedu1i herto; provided. however, that for a Sale Tranaction involvin all or substantially all of
the aset or equity interests of the Compay (a "Wh.Dle Company Sae"). the minimum fee payable shall be $1.00,000, In the event of any Sale

Traaction involvin only one of the "Beta Field" r the "Alas As,"
I As used in tbis Amcnde Alrcemrn~ l! ici "PiOlncini" meiiiny tnn..ii or lCri.. o(trnAl!i... ionnoa"" wii tJe Comy', bankrup"Y ... InyoMng ih public Qi ptvabl ",ll "'.. Ot pllleii ot cqui'l. eQliyliikcd, or debt iiriC8, iniImcoll. or oblipt.
oft~c Cnmpny, inludnJl any Iitu do_in._ion fiancing Dr nil rl1s " o:eolI wldi a Cl ""do li lIcy Co

2 A. ui in ,ls Aiiidcd Ag~ ih tCl1 uSelc Tl'lI" nill IQ) tilUlon or iiri.. of tnDCOO Iilvini (I) li llU... ""'Ie', ""n,olididui or 01.. bll'" cobiiion pwL io wbii: .U ll a algrir-i poit ot1l lilD Ot IlIC of ib Compny i~.
diretly (iT in~imtiy. by me. Df m..r, sae nf... .quity ..urti.. orol iai.. or oI ccinod witl ar imem Ji ilod,

compoy. enllty or iroup PUfluat.! 10 a oonflmi plan or 8 COULL apprO' ln68OlI unOO il BliilipCY Coe (CXllpi '" JIY O\ur pu tn an I!ximng Stiibhulder DDt).

Pacific Ener Resur~ Ltd.

April 28, 200
Page 3

....,

the minum fee on each suh Sale Trnsaction 5hall be $500,00. (i.e. a
total minimwn fee of $1,000,00 if Sale Trartions occur involving

both the Beta Field and the Alasa Assets and II total minimum fee of
$500,00 if only one of the two are involved in a Sale Tration).
Furtermore, if a bona-fide third-par offer, bid or propositi with ret

to a Sale Triisaon is reciver; and the Company ultiately ener into

an Existing Stakeholder Deai~. notwithtading anytng to the contr in fotnote 2 above, such a tranction shn be deeed to be a Sale Traiition

lld Laard shall be paid the Sales Trancton Fcc on Ciii.on therof.
(d) A fee, payablo upon consimation of a Financin with respect to which

Laard bas provided services, equal to the amout set forth in Schedule 11 (the "Financing Fee").
(e) Ifany l:imony in Banptcy Cour is requested of

Lad, in addition to

the Monthly Fee, Laard wil recive a tetiony fee of S1OO,OOO (the

"Testimny Fee") for each conseutive 3()day period durg which

Laar prepares to provide testimony or provides tostimony (with the fit
sucll period commClncing on the firt date in which Laz ccmmences

prarion or testimony seice), it being undertood that if a heang is

moved S\cll that Lazard prepars to tootify in onc1tky perod but doe not testify until a later penod, and if no significant work iii required with
resect to such testimony in tJ subsequent peod, the fee would be

payable only for the intial peiod an not for the subsequent testimony.
(l) For the avoidance of any doubt, more than one fee may be payable
pursuat to claus (e) and (d) above.

(g)

In the event that Company hires a finclal advisr to asist it in

coiinection with a restnctung, rerganizon or reoapitaiztion of the Company (a "Restnctring"), the Company llgTee tllat it wil hiil! Lazar services and wil pay subject to Laza's agreeent to so act, for such

Lazd inerementaJ fees ro be agree in goo faith iind to be consstent

with the compensation paid to fincial advisors of similar standig acting

in similar situtions. However, any such servces an assoiated

incremental fees will be subject to the filing of a supplementa retention

application. For the avoidance of doubt, to the extet approved by the Cour, the Company ca seek inich services frolItZolt'Q. ~.P.ef, LLC and affliates, Albrecht &, Associiites, Inc., iind Mark Cleman.
(h) In iidition to any fees thai may be payable to Lazar and, regardless of

.' .fF~ti' .. ..".............__.J ._......_. .

whethor any traiiaction occurs, lhe Company shll promptly reimburse

Laz for all: (A) reoniile expens (includi trel and lodging, data
i A. ".,4 in i~' Amenda A..t, "" Wn "ll0"l Sto..ldi Du mo aD _El.. or .., uf ln..l i. wblch aD
Iildcc of debt _,ntics orobli,Ati ..flbe ComPlDY exni' 01 ~P_IIY \X..f...~ -ili.. or .b1illti.. far oqwiy 1 11

.... or ulh ini...i. (ag "lIiotiftS SII.hold., 0c").

Pacific Energ Reurces Ltd. April 28, 2009 Page 4

proesing and communicatiOl cha, courer services and o1her

appropriate ex.petu) and (8) other reaonable fees amI ~lles,

includi expenses of counsel, if any; and .

(i) As part of the compnsation payable to La hereunder, th Company

agr that the indemnfication, contribution and related provisions (the

"Indemnfication Ler") entere into on Decber 17, 2008 shall be

incorporated herein in their entiety.

(j) All amounts referenced hereunder reflect United State clIy and sha
be paid promptly in ciih aftvr suM amounts acce hereuner.
Retc11tion iii Chauter 1 J Proceedings:

3. The Company agee that it wil use be efforts to obtain prmpt authonztion frm
the Banptcy Court to reiain Lad on the te and conditions set fort in this Amended

At,'TcmCnl under the provisions of Section 328(a) of the Bankrptcy Code. Subject to being so

retaned, Lazd agrees that durng the pendecy or any such proceedins, it shaD contiue to

pedorm its obligationli under ils Amended Agrment and that it shall file interm and final
applications for alowance of the fees and ex.penses payable to it under the tes of this

Amended Agreement pursuant to the applicnble Federal Rules of Banpt Prooedur, and the

local rules and ortier of ihe Bankruptcy Court. The Company shall supply La with a draft of the application and propose retenion order authorizin Lad's Teenti(i suffciently in advance of the fiing of such application and proposed order to enable Lazard and its counsel to
review and comment thereon. Laiiid sha be under no obligation to proVide any servces un

this agn-eent in the event tht the Compay beomes a debtor under the Banptcy Code
unless Lad's retention under tho term of ths Amended Agreeent is approved under section
32l:(a) of

the Bankruptc Code by final order oftne Bankrtcy Cour, which order is actable

to Lazard. The application hall note that in so agreeing to sek Lad'uetention under Secton

328(11) oftbe Bankiptcy Code, the Company acknowledges tbat it believe~that Lazd's gen
restrcturing experience and experise, its knowledge of the capital makets and its merger an acquisition capabilties wil inure to the benefit of the Company in puring any Sale Trsacton

and any Financing, that the value to the Company of Lazard's servces 'hereun derives In
substatial par from th experise and experiem:e and thiil, QCrdgly, the strctre and

the deferred fees, includg the Sale Tranaction Fee and FinMcing Fee is reaonable regardless or the number of hours to be expended by Lard's professionals in the peormance of the services to be provided hereundct, and that th deferre Sale Transaction Fee an Financing Fcu shaH not be considered to be "bonuses" or fee enhanceiiMts under applicable
amount of

law.

Other:

4. No fee piiyiible to any olhet pern, by you or any other pa, shll J\duce or
otherwise affect any fee payiible hereunder to us.

Pacific Bnergy Resurces Ltd.

Apri 28, 2009

Pa!" 5

5. The Compay will fush or cause to he fuishe to Lazd such curent and
hisrical finaricial inronnation and other infoontion regaring the busines of the Company as
Laard may request in connection wiil ths engagement. The Compay rprets and warrts
to .Lar tht all of the foregoin inormtion wil be accurate and coplete at the tie it is

fuished. and agres to keep Llrd advise of all developments materially affectng th

Company or its financial position. In performing its serices puruat to this Amnded
A~ement, inch,iding in connection with.any valuation orihe Compy,

La shall be entiled

to rely upon information furnshed to it by the Company or that is pblicly available, may
assume the acuracy and completenes.~ of such inortion and iball not assume any
r~nsjbilty for independent verfication of any such inormtion. Lair wil not, 8S p of its

cngagement, uidere any independent valuation or appraisal of any of the asets or liabilties

of the Company or of an thir par, or opine or give advice to the Board of Dirtors, the
C'.ompany or management or sharholder wit respect theret or with respet to an issues of

solvency.

6. In perfonnng its serices puruant to this Amend Agreement, Lad is not

assuming any responsibility for tbe decision of the Complly or any oth par to purue (or not to pursue) any busiess strtegy or to effect (or not to effect) any Sale Tnmsaction, Finaning or other transaction. Lazd shall not have any obligation or responsibilty to provide "crisis

management" fur or business consultat services to the Company, and shall have no
resplnsibilty for designg or implementing operaing; organiztional,' admtrative, cah
management or liquidity improvements; nor shall Lazd be respnsible for providin any ta

legal or other specialist advice.

7. It is understood an agrd that nothing contaned in ths AmetedAgreeent shal

constiMe ;i express or implicd ~ommitnent by Lazar or La Capital Maret LtC or any

. of Licit respective atlUiate to underwte, place or purhas any seurties in a rina.cin or
otbei'se, which commitment shall only be se fort in a searat underwritig, placement

agency or purchase agreement, as appliciible, relating to the financing.

8. The Indemnfication Letter shall survve any termination. 01 expiration of ths

Amended Agrement.
9. In order to cordate our efforts on behaf of the Company durg the period of our

engagement herder, the Company wil promptly inorm Lad. of any disusions,

negotiations, or inquiries regarding a potential Sale Traction, includi any such disausions
or inquiries tht have occured durg the six month period prior to the date of tbis Amended

Agreement. In th event that Lazard receives i inquiiy conceming any trtin, we wil
pivmptly infonn the Company of such inqui.

10. Our engagement hereunder wiU automaically expire on confmnation and

consummation of a plan ofreorgaization for the Company and may be ealier ternated by you

or us at any time without liability or continuing obligation to you or us, except that following
such temiinaiion and any expiration of

ths Amended Agreement (a) we shall remiiin entitled to

any.fees accrued pursant to Secion 2 but not yet paid prior to such tenninon or expirtion, as
the

case may be. and to reimburemnt of expeoes incur pnor to suh termation or

expiration, as Lhe case may be, and (b) in the cae of telntin bytle Compay and any ex.itiion of ths Amened Agrement, we shall remain entitled to full payment of all fees
contemplated by Secon 2 hereof in reect of any Sale Tranction and any Finoing
announced or resulting from negotiations occug durg the period from th dae hereof until

, '
ths Amended Ageement.

Pacic Energy Resour Lt.

April 28, 20
Page 6

one year following such termintion or expiration, as the case may ba; provided however, that

iii the event of teination by the Company due La's bad faith, self-dealing, breach of
ldudar duty, if any, grss negligenoe or wllful fisconduct, no fee will be payable puuat to
any Sale Transaction or any Financing exeC1ted following such tenintion. The obligation in

2(g) shall also surive for a peod of one yea followin termation by the Company and any
expirtion of

I 1. The Coany regnze that Laz has been engaged only by the Compy and

tht. the Company's engagement of Laard is not deemed to be on behalf of and is not inteded to confer right upon any shareholder, par or other owner of the Company, any oreitor, lender or any other persn not a pa hereto Il againt Laard or any of its affiates or any of their

respectve direti;rs, offcers, member, agets employees or repesentatives. Unless otherwse

expressly ageed, no one, other than senior magement or the Board of DirectoB of the
Company is authorized ti; rely upon the Compay's engagement of Lazd or any stateents,
advice. opinions or conduet by Lard. Without limiti the foregoin, any advice, wrtten or

oral, reered to the Company's Board of Direcrs or maagement in the course of the Company's engagement of Lad are solely for the purpse or asting senior management or
the Board of DireClOTS of the Company i as the case may be, in evaluatig any Sale Trsaction

or Financing and does not constute a recommendation to any staeholder of the Compaiy that
such staeholder might or should take In connection with the Sale Tl'saetion or Financing.
Any advice, wrtten or oral, rendered by Lard may not be disclos pubUi:ly or made available

to rhrd pares withut the prior wrtten consent of Lad. Notwithstading the foregoing
nothing herein shall prohibit you from disclosing to any and all persons the tax treatment and ta
strcte of any transaction and the portons of any materials tbat relate to such ta trtment or

ta structure. Laard's role herein is that of an indepndent contrctor; noth herein is intende to create or shall be constred as creatin a fiduciar relationship been Laard and the Company or its Board of Diretors.
12. lit cOMootlon with U1e seices to be provided herewer, LaZa may employ th serices of its IiffiJiates and Lad Capital Market LLC aid may share with any such entity any

entities shll hold any info~iiiiition concerning the Company, PTQvided that Laz and such nonpubIic informtion confidential in acoordance with their respee customll policies
relating to nonpublic information. Any such entity so cmploycd shll be entled to all of the

beniifits afforded to Lazard herunder and under the Indemnification Later and shall be entled to be reimbursed for its cost and ellpenses on the same basis 8.'1 Laard.

13. The provisions hereof shall inu. to the benefits of an be bin upon the
succ~ors and assigns or the CompaJy, Lazar aDd any othr person entitled to indemnity under

the Indemnification Letter. You agree tht the Company's obligations pl5Unt to this Amende
Agreeent shall be joint and severa. TWs Amended Agrent iimends id testcs in ent
the

engagement al:'feement between Lazrd and the Company dated Deember 19, 2008 (the "Initial Agreement"), except that (i) for the avoidace of any doubt, Lall. shall remain entitled

Pacic Energy Rees Ltd

.' Apri

28, 2009
Page 7

to any amounts aecmed prior to the date hereor pursuant to the Initial greement an (ii) the Indemnification Letter shall remain in full force and effect and apply to our enagement
heunder. This Amended Agreement and the reate IndemrficatioD Lettr embody the entire
agreement and undertading among the pares hereto re1iited to the mattm' provided for herein

14. This Amended Agrment and any claim related directly or indirectly to this
Amended Agreement (including any claim concerg advice provided pursuan to this Amended Agreement) shall be governed by and constred in accordce with the laws oC the
State of New York without regard to the principle of conficts of law. No such cla shall be
commenced, prosecuted or continued in any forum other than the cour of the State of New

New York or in thliUnited States Dlsrrci Cour for the Southern Distrct of New York, and eaoh of the panes hereby submits to the jurisdiction of such
York located in the City and County of

courts. The Company hereby waives on behalf of itslf and its successors and asigns any an

all right to argi that the choice offonim provision is Or has beme unrenable in any legal

proceeding. Th Company waives all rigt to tria by jury in any ~tion, proding or
counterclai (whether based upon contrct, tort or otherwse) related to or arsing out of the engagement of La puruant to, or the perormce by Lazard of the servces contemplated
by, ths Amended Agreement.

if the foregoing Amnded Agreement is in accordnce with your \lndel'tanding of the term;; of our engagement, please sign and retu to us the enclosed dup\ictt herof.
Very trly your,

LAZARD FRERES & CO. LLC

By:

John Rutheor

Magin Director
Accepted and Agred to as of the dale lirl wriuen above.
P ACTFTC ENERGY RESOURCES LTD.,

on behalf of itself and its cotrlled subsidiaries

By.

Darren Katie President

Piicific Ener Reour Ltd.

Apn\ 28. 2009
Page 8

SCHEDULE T

Fces fOT Sale Tniaotion~

Incrementa Fee

A21Ue2ale CQnseration

A. Alaska Sale:

The followig table outlines the Sale Trasation fee schedle for iiy sal! involving any of thl' Alaska Asets, subject to the mium fee of $500.00 described aboe in 2(b). The total fee fur
thc Alaska Assets is caculate by brng down the Aggate Consideration iind multiplying each
increment by the corresnding incrcmenta fee. For exale, for a trtin in whicb the

Aggrgate Consideration paid is $4S,OOO,OOO, Ihe fee woiild be 5600,000 ($20,00,000 ties 3.(010) +

$400,00 ($20,00,000 times 2.0"10) + $50,00 ($5,000,000 ties i .0%) which totals 51,050,00.

Aggre~ate Consideration ($ in millons)

$0 . $20

Incmmimta Fec %
3.0% 2.0%
1.0%

$20 - $40 $40+

B. Beta Field Sale: In the event of a Sale Tiiiiction involvig the Bet Field, 0.5% of the Agggate
Coniideration. subject to th minimum fee of $500,000 as desbed above in 2 (b).

C. Whole Company Sale;

$1,000,000 describe in section 2(0) of

In the event of a Whole Company Sale, the total feii, subject to the mimum fee of the fee based the Amded Agrement &hlt be the sum of

on the fee iichedules above fOT each of the Alaska A\L'l and the Bela Field. Thi: Aggregato

Consideration ihiill be the valiie allocated to ellh of the Alaska Assets iid the Beta Field in the the value is not iiIlociit in definitive purchase and sale agreemenl(s) relating to suh trasation. If

the definitive purchase and sale agremenl(s), it shall be allocate by. the goo fath mutul
agreement of the Company and La, subjct to Bllptcy Court appval as neessar. In
makii any such good faith allocation, the Company and Laard shall spifically coider aiy th
pary offers that were rooeived for the Alaska Assets and Bela Field inviduay. For xanle, if tho

total Agggate Considertion reiiived for the Whole Company is $245,oo,Poo an $45,000,000 is
allocated to the Alaska Assets and $200.000.000 is alocated to the Beta Field, the tota fees iil be

$2,050,000 - $1,050,000 attibutable to the Alaska AssetS (as calculated above) and $1,000,000

attributable to the Beta Field ($200,000,00 times 0.50%)

Paifc Energ Resoures Ltd

Apnl28, 200
Page 9

For puioses hereof, the tc "Aggrgate CODsidertion" mes (x) the tota amount l,f cash an the fair market value (on the date of payment) of all oftle propert paid and payable fmclu amunis
paid into esow) in connecion with the Sale Trsacton (or any relatii trction), inludi amounts

paid and payable in respoo of oonvc;ble secwitics, prfer equity serities. wats, stock
apprciiition rights, option or similar rights. wbeiher or not vest, phiS (y) the proipal iiount of all

indebtednesi for borrowed money or other liabilities f the Company or relevat Compay entity, as

appliclIbl, lI sel fort on the most reent balance sheet, or, in cae of the sae or assiits, al indebteness

for borrwed nione or other liaiIitiCl (inoludii any payles) asumed by the third pii. Agggate
Considertion shnlt Iilo include the agggate amoun or any dividen or other distrbutions declared by
the Company or relevant Copany entity, as applicale. aft the die heref other ti nomi quarrly
cash dividends. and. in the case of the sae of asets, the not viiue of iiy curnt' assets or restrict ~b

or investents held dOy or in trst to fun tutur abdoiient liabilties nol sold by fue Compay or relevan Copiiy ~tity, a. applicable. For purpses of calculaiing Agggate Cimdcratin. (i) aU lIharos wil be deemed trsferred whee a Sale Trnsaction is effeced by the tif' of shar, (a)
eonstimting more than 30% of the then outstading equity seurities or

or eqty inerest in the Compan

or n:lcvant Company entity. 11 ipplicable. or (b) possessing more than 30"Al ofth th~ outslanding voting
power of the outstadig eqty secties of or equity intet in the Company or relevant Company
ootlty, as applicale, and (ii) the value of securities (whether debt or equity) tht ar fiely trable In an

e.~tablished public maret wil be detcnined on the bais of the averae closing price i sui:h mmet for

the 10 ~ing days prior to the closing of the Sale Tnmiition (the "Vali.tlon Dato"): an the vale of securities that have no established public market or oth propert will be the fai market value of such securities or other prope on such Valuation Da and any retricted stok (i.e.. stock in a public the public imet price otsuch stock. company not freely tndeable) recived shall be valued at 85% of

Agegate Considertion shall also be deemed to inlude pension liabilties, gutees of moiiies
borrowed asumed directly or indiretly by any thid pary, and the amount of all indebtedei "crit

bid" by any credito of the Company. If the Aggrgae Consideration Is subj~t to incre by oontent
payments related to future everi18, the portion of our fee relatig ther shall be calculatd by us in good

faith and plIid to us upo consummtion of the: Sale Trasation.

SCHEDULE 11

Fees for Financings

The followig table outles the Fincin Fees. The total Financing Fee slil be calculted
by multiplying Ihe applicable fee percentage by the total gross procees raised i eah Financing.

Funds Raised
Seor Secured Debt

1.00%

Sepii;r Debt Subordinate Debt

3.0%
3.50% 3.75% 5.00% 6.00%

Convertible Debt Convertible Preferred Stock. Common Stok.

It is undertood that the applicable fee percntages for convertble debt, converble preferr stock and Common stock shall each bc reduced by 50% wich respet to the porton' ofthe grs.'1 prcoo rased in a Finacing frm any ofPetiTranK Compay Ltd, CNOOC Intetional Limite SinQpec
Intcmatioiil Limited, Cha Investment Corporation, China Major Prjec IItcmonalinvestments Limjtcd, and ACON Investments.

EXHIBIT C '.

Retention Order

IN TH UNTED STATES BANKUPTCY COURT

FOR TH DISTRICT OF DBLA WAR
In re:
P AClFJC ENERGY RESOURCES L TO., et al. i
) ) )
Chapter 1 i
Case No. 09-10785 (iaC)

Debtors.

(Jointly Admnistered) Related To Docket No. i 71

CONSENT ORDER AUTHORIZING TH EMPLOYMT AN RETENTION OF LAZAR FRRES & CO. LLC AS INSTMENT BANKER AN
FINANCIA ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE PURSUANT TO 11 V.S.C. 327(a)
AN 328(a). FED. R. BANK. P. 2014 AND 2016. AND DEL. BANKR L.R. 2014-1

Upon the application (the "Application"i of

the above-captioned debtors

(collectively, the "Debtors") for entr of an order (the "Order") purant to sections 327(a) and
328(a) of the Bankptcy Code, Banptcy Rules 2014 and.

2016, and Local Rule 2014-1,

authorizing the Debtors to employ and retain Lazad Frres. & Co. LLC ("Lazd") as investment
baner and financial advisor to the Debtors nunc pro tunc to. the petition date (the "Pettion

Date") on the term set fort in the engagement letter betwen Debtors and Lazd, dated as of
April 30, 2009 (the "Second Amended Engagement Lettr")'atthed hereto as Exhibit "1 ", and

the related indemnification agreement of even date (the "Indemification Lett" and, together
with the Engagement Letter, the "Second Amended Latard Agrement"); and upon the
Declaration of Gerr Tywoniuk in Support of

the Firt DaY~lieadings; and upon consideration of

i The Debtors in these cases, along with the last four digits of each of the Debtors' federl ta identifcation

number, ar: Pacific Energy Reurces Ltd. (3442); Petroeal Acqsition Corp. (6249); Pacifc Energy Alaska

Holdings, LLC (ta I.D. # not available); Cameros Acqisition Corp. (S66): Pacific Energy Alaka Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Caeros Energy, Inc':(9487); and Gotland Oil, Inc. (5463). The mailing iiddress for all of the Debtors is i 11 W. Ocean Boulevard, Suite. 1240, Long Beach, CA 90802. 2 Capitalized terms used herein but not defined herein shall have the manings asn"b to such term in the
Application.

68773-002\DOCS_LA:2016S4. I

the Declaration of Ar N. Lefkovits in support of

the Application; and the Cour being satisfied

that the relief

requested herein and the employment ofLuad is necessar and in the best

interests of

the Debtors' estates, their creditors, and other pl1es in interest; and Lazard having

represented to the U.S. Trustee and ths Cour that it does not hold debt or equity
securities of

the Debtors for its own account; and the Cour ivingjursdiction over th matter

pursuant to 28 V.S.C. 1334; and it appearg that ths ptoc~ding is a core proceeding pursuat
to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding is proper

puruat to

28 V.S.C. 1408 and 1409; and the Court being satisfied tht notice of

ths Application and

opportunity for a hearng on this Application was appropriate under the paricular circumtances

and that no other or further notice need be given; and the Court being satisfied that Lazard
neither holds nor represents any interest adverse to the Debtors' estates with respect to the

matters upon which it is to be employed; and the Cour being satisfied that Lazrd is a
"~isintereste person," as that tenn is defined in Bankrptcy Code section 101(14) of

. .

the

Bankptcy Code; and after due deliberation and suffcient cause appearng therfor. it is hereby
ORDERED, that the Application is grted

as modified below; and it is further

ORDERED, that, as modified by ths Order, in accordance with Banptcy Code

sections 327(a) and 328(a), Banptcy Rules 2014 and 2016, and Local Rule 2014-1, the

Debtors are authorized to employ and retain Lazd in accordace with the tenn and conditions
set fort ll the Laard Agreement, as modified herein, effective nunc pro tunc to the Petition

Date; and it is furer

ORDERED, that, subject to the following "ORDERED" pargrph of

".

ths Order,

all of

Lazard's fees and expenses in these cases, including, without lintation the Monthly Fee.
2

68"17-002\DOCS_LA:20 16S4, I

the Sale Tranaction Fee, the Fincing Fee and the Testiony Fee (each as defmed in the

Second Amended Engagement Letter), are approved pursuant to Banptcy Code section
328(a); and it is further

ORDERED, that, notwthtading anytg to the contrar in this Order, the u.s.
Trustee shall retain the right and be entitled to object to the Monthy fees, the Sale Transaction
Fee, the Financing Fee and the Testimony Fee basd on the reasonableness stadard under

Bankrtcy Code sections 330 and 331. The Debtor and Lazard fuher stpulate and agree that
this Order and the reord relating to the Cour's consideration of

the Application shall not

prejudice or otherwse affect the rights of

the U.S. Trustee to challene the reasonableness of

Lazard's compensation under Banptcy Code sections 330 and 331. Accordigly, nothg in

this Order or the record shall constitute a finding of fact or conclusion oflaw bindig on the U.S.
Trustee, on appeal or otherwse, with respect to the reasonableness of

Lazrd's compensation;

and it is furter
ORDERED, that Lazrd shall file fee applications for monthly, interim and fin
allowance of compensation and reimbursement of ex.penses pursuat to the procedures set fort

in Bankptcy Code sectons 330 and 331, the Bankruptcy ~uies. the Local Rules, and any other
applicable procedures and order of

the Cour; provided, however, tht Lazard shall be

compensated and reimbursed consistent with the two pror "ORDERED" paragrphs of

this

Order; and it is further

ORDERED, that the Debtors are authorized,to pay Lazad's fees and to reimburse

Li;Td for its costs and expeses as provided in the Second Amended Lard Engagement Letter
in accordance with the monthly, interm and fi fee application process approved by ths Cour,

3
68773-002\DCS_LA:2016S4.1

',. and none of

the fees payable to Laz shan constitute a "bonus" or fee enncement under

applicable law; and it is furter

ORDERED, that, notwithstading anyting to the contr in this Order, Lazd

shall not seek reimbursement for the fees and expenses of its counsel that were incurd in
connection with the prosecution ofthis Application; and it is furer

ORDERED, that, notwithstanding anyting to the contr in the Banptcy

Code, the Banptcy Rules, the Local Rules, orders of this Cour, or any guidelines regaring
subnssion and approval of fee applications. in tight of serices to be provided by Lazard and the
,;."
structure of

Lazad's compensation pursuant to the Second Amended Engagement Letter, Lazad

and its professionals shall be granted a limited waiver of the infoimtion requirements set fort
inLocal Rule 2016-2 to keep time records in Yz -hour increments; and it is fuer

ORDERED, that, nothing in the Application, the Lefkovitz Afdavit. or the

Second Amended Engagement Letter shall be constred to authorie the sharng of compensation
n contravention of

Banptcy Code section 504; and it is rurher

ORDERED, that pargrph 4 of

the EnK8gement Letter shall not preclude this

Court frm ordering appropriate remedies in the event tht ttiese cases are found to be
administratively insolvent; and it is furter

ORDERED, that notwithstading anytng to the contr in the Second

Anended Engagement Letter, the Commtte and the DIP Lender shall have the ability, prior to
the payment of any Sale Transaction Fee, to object to the de.tennnation tht a third-part offer is

"bona fide" and nothing contained in this Order shall be deemed to operate as a waiver of such
right to object.

4
68773-002\DCS_LA:201654.1

. ,

ORDERED, that the provisions set fort in the Indemnification Letter are
approved, subject durng the pendency of

these cases to the following:

subpargrph (d), in, the Debtors are

(a) subject to the provisions of

authorid to indemif. and to provide contrbution and

reimburement to, and shall indeInify, and provide contrbuton and reimburement to, the Indeuuifiel Perons (as dermed in the Indemnification Letter) in acoordance with the Indemification Lettr for any claim arising frm, related to, or in connection with the servces provided for in the Sechd Amended Engagement Lett
(b) notwithstading any provisions of

the Indeification Letter to the contr, the Debtors shall have no obligation to indemfy Lazrd or
expense that isjudicia1ly determned (the detemiination havig

provide contrbution or reimbursement to Laard (i) for any cla or

become final) to have arsen :fm Laza's bad faith, self-deag,

fiduciar duty (if any); wilful nnsoonduct or gross negligence. (ii) for a contractu dispute in which the Debtors allege the Cour detennes the breach of Lazrd's contractual obligations if that indemnification, contrbution, or reimbursement would not be
breach of

perssible pursut to In re United Arists Theatr ComDany. et aI.,

3 i S F.3d 217 (3d Cir. 2003), or (ii) for any claim or expense that is

settled pror to ajudicial deternation as to the exclusions set fort in clauses (i) and (ii) above, but determned by the Cour aftr notice and a hearing puruat to subpargrph (d). infa, to be a claim or expense
for wbich Lazrd should not receive indemity, contrbution or

reimbursement under the terms of the Indemnfication Letter, as modified by this Order;
(c) it during the pendency of held unenforceable by teon of

the Debtors' caes, the indemnification is

the exclusions set fort in

subparagrph (b) above and Laird makes a clai for the payment of

the Debtors' contrbution the contribution provisions in the Indemfication Letter shall not apply;
any amounts by the Debtors on aecount of obligations, then the proviso set tbrt in the second sentence of

a.nd

(d) if. before the eartier of (i) the entr of an order confinning a chapter 11 plan in these cases (tht order havig become a final order no longer subject to appeal), and (ii) the entr of an orer closing these cases, Lazrd believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemcation, contrbution,
and/or reimbursement obligations under the Indemification Letter, as

modified by ths Order, including without limitation the advancement of defene costs, Lazd must filcan application therefor in ths Court,
and the Debtors may not pay any

such amounts to Lard before the

5
6ll77;1..i)2\DOS_ LA:2016S4J

entr of an order by this Cour approving the payment. This

subpargraph (d) is intended only to specify the period of

time during

which the Court shall have jursdction over any request for

compensation and expenses by Lazrd for indemnfication,

contrbution, or reimburement and is not a provision limiting the durtion of the Debtors' obligation to indemn Lazard; and it is

furter
ORDERED, tht nothing in this Order shaUpe deemed to affect any and all rights
that the Committee or any par~inJinterest may have to sek avoidance, pursuat to Chpter 5 of

the Banptcy Code, of any prepetition payments made by the Debtors to Laza, and all such

rights ar herby expressly preserved, and it is fuer

ORDERED, that the Debtors ar authori'empower and dircted to take all
actions necessar to implement the reHef granted puruat to this Order; and it is fuer
ORDERED, that, durng the pendency of

these cases, ths Cour shall rein

jurisdiction with respect to all matter arsing from or 11

Dated: May l, 2009

6
68773-002\DCS_LA:201654.1

EXHIBIT D

Details of Hours Expended

Pacific Energy Resources, Inc. Lazard Frres & Co. LLC

August I, 2009 - August 31, 2009
Summary of Services Rendered by Project

Project #
i
2
3

Project Description

Aug
0.0 0.0 0.0 0.0 0.0 0.0 123.5 0.0 0.0 0.0 0.0

Interfce with Professionals, Offcial Committees, and Other Pares-In-Interest

Business Operations Plang, Monitonng, Reportg and Analysis, and Projections Prepartion and/or Review of Cour Filings

4
5

Cour TestionylDeposition and Preparation

Valuation Analysis
Capita Strctue Review and Analysis

6
7
8

9 10
11

Merger & Acquisition Activity Financing Including DIP and Exit Financing General Corprate Finance, Research and Analysis, and Oter Due Dilgence Fee Application, Engagement Employee Retention Program

TOTAL
Summary of Services Rendered by Professional
Name
Robert Lynd, Associate

123.5

Aug
123.5

TOTAL

123.5

Pacific Ener Resoun:es, Inc.

Tim Del
Lad Frres & Co. LL
Robert Lyid - Associate

Date:
08/01109
Work on Pacifc Alasa Sale

Description of Work:

Honrs: 4.0
4.0 5.0
1.0 3.5 1.0 6.0 2.0 1.0 2.0

Code
7
7 7

08/02/09 08/03/09 08/03/09 08/04/09 08/04/09 08/05/09 08/06/09 08/06109 08/06/09 08/07/09
08107/09 08/08109

Work on Pacic Alaska Sale

Work on Pacific Alasa Sale Board of Diectois cal Work on Pacific Alasa Sale Weekly Update Call
Work on Pacifc Alasa Sale

7
7

7 7
7 7 7 7 7 7 7 7 7 7

Work on Pacifc Alasa Sale

Weekly Update Call PSA discussion Work on Pacific Alask Sale Work on Pacifc Alaska Sale
Work on Pacifc Alasa Sale Work on Pacifc Alasa Sale

08/09/09 08/10/09
08/1 1/09

Work on Pacifc BetaAlska Sales

Work on Pacific Alasa Sale

08/12/09 08/13/09 08/14/09 08/16/09

08117/09 08117/09

Work on Pacifc Alas Sale

Work on Pacific Alasa Sale Work on Pacific Alas Sale Work on Pacific Alask Sae Work on Pacific Alaska Sal Meet with potential Beta bidder

6.0 3.0 3.0 3.5 4.0 6.0 5.0 4.5 3.5 2.0
5.0 1.0 1.0 6.0 6.5 1.5
1.5

7
7 7 7 7 7 7 7 7 7 7 7 7 7 7 7

08/17/09 08/18/09 08/19/09 08/20/09

Beta Conf Cal Work on Pacific BetaAlas Sales Work on Pacific Alaska Sale Work on Pacic Beta Sale

08/0/09
08/2 1/09

Weely Updte Cal

Work on Pacific Alask Sale

2.5
1.0

08/24/09 08/24/09 08/24/09 08/25/09 08/25/09 08/26/09 08/27/09

Mee with potential Alas bidder Work on Pacifc Alaska Sale Work on Pacific Beta Sale Work on Pacifc Beta Sale
Weekly Update Cal

2.5
1.5

2.5
1.0

Work on Pacific BetaAlasa Sales Pacific Board Ca

5.0

7
7 7 7 7 7 7 7

1.

0812/09
08/28/09 08/28/09
08130/09

0813/09
0813109

Wor on Pacific Alaska Sale Work on Pacific Alaska Sale Work on Pacific Beta Sale Work on Pacific Alaska Sale Work on Pacific Alaska Sale Work on Pacific Beta Sale

2.0 4.0
1.0

3.0
1.5

2.0
123.5

AUGUST HOURS

EXHIBIT E
Fee Calculation

Pacifc Energy Resources Ltd.

Monthly Fee Application Lazard Frres & Co. LLC

August 1, 2009 - August 31, 2009

Fee Calculation

Item
Monthy Fees: August 1,2009 - August 31,2009

Amount Incurred
$100,000.00 $100,000.00

TOTAL

Summary or Out-or-Pocket Expenses (1)

Item
Car Services and Taxis Electronic Inormation Service
Employee Meals

Amount Incurred
$82.51 409.46 175.40
138.68 2.28

Meals-Meetings/Travel Telephone/Telex/Fax -Usage

TOTAL

$808.33

(1) Additional expense detail wil be furnished upon request.

f; = =
c:

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(I In C (I

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Pacific Energy-Aug 09.XLS

Expense Detail

LAZARD
DEAL OPEN ITEMS BY CATEGORY
ALL EXPENSES

HOU00150 - Pacific Energy Resources LTD.

Currency: USD - us Dollar

EXPENSE TYPE
8/2712009
Lynd-BENJAM RESTAUR

TRS DATE DESCRIPTION

NEW YORK (dinner lp) 07/31/2009 Lynd- THE BENJAM1 300971 1 N.Y. NY (dinner lp) 08/0312009

BALANCE
52.06 44.01 36.35 6.26 138.68
Subtotal:

Meals-Meetingsrrravel
81212009 81212009
8/2712009

Lynd-BENJAM1S STEKHOUSENEWYORK(lunch lp) 07/19/2009 Lynd-AU BON PAIN FLUSHIG NY (bras lp) 0 07/2112009

TelephonefelexlFax-Usage/e
813/2009

Lynd-BOINGO WILESS 800-880-4117 C 0612012009

Subtotal:

2.28 2.28

CLOSING BALANCE as of 8/31/2009

808.33

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785(KJC)

Debtors. )

) (Jointly Administered)

) Objections Deadline: October 29, 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, (iv) counsel to the Offcial Committee of Unsecured Creditors and (v) the fee auditor (the "Notice Parties")
Lazard Frres & Co. LLC ("Lazard"), investment banker and financial advisor

to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has fied
its Monthly Application for Compensation and Reimbursement of Expenses of Lazard Frres

& Co. LLe as Investment Banker and Financial Advisor to the Debtors and Debtors in
Possession, for the Period from August 1, 2009 through August 31, 2009, seeking compensation
for services in the amount of $1 00,000.00 and reimbursement of costs incurred in the amount of

$808.33 (the "Application").

PLEASE TAK FURTHER NOTICE that objections, if any, to the Application must

be made in accordance with the Administrative Order Under 11 U.S.C. 105(a) and 331

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Banptcy Court for the District of Delaware, 824

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

the Debtors' federal tax identification number,

are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,

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

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

Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern

Time) on October 29,2009 (the "Objection Deadline").

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

that they are received not later than October 29, 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: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:

ioneil~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-maii: ikharash~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:
kpipel~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~pepperlaw.com (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE ttiat if any responses or objections to the

Application are timely fied, served and received, a hearng on the Application will be held at the

convenience of the Bankruptcy Court. Only those objections made in writing and timely fied
and received in accordance with the Administrative Order and the procedures described herein

wil be considered by the Banptcy Court at such hearing.

PLEASE TAK FURTHER NOTICE that, pursuat to the Admnistrative Order, if
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 100 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'further order of

the Barruptcy Cour.

Dated: October 9, 2009

PACHULSKI STANUZIEHL & JONES LLP

'-

Ira . : arasch (CA Bar o. 109084) S otta~. McFarland (DE Bar No. 4184, CA Bar No. 165391) bertM. Saunders (CA Bar No. 226172)

J E. O'Neil (DE Bar No. 4042)

Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

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

smcfarland(pszi law.com
rsaunders~?szi law .com

i oneil(fpszilaw .com kmakowski~pszi law .com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 53829. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF

FOR THE DISTRICT OF DELA WARE

Chapter 11

) )

PAciFic ENERGY RESOURCES LTD., et al., i )

Debtors. )
DELAWARE )
) ss:

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

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says

that she is employed by the law firm of Pachulski Stang Ziehl & Jones LLP, attorneys for the
Debtors in the above-captioned action, and that on the 9th day of October, 2009 she caused a
copy of

the following document(s) to be served upon the paries on the attached service lists in

the manner indicated:

Lazard Freres & Co. LLC as Investment Banker and Financial Advisor for the Debtors for the Period August 1-31,2009
Notice and Fee Application of

Sworn to a)jubscribed before

~~~ow~
MARY E. CORCORA
Jly commission 8xp1r2s Nov. 4, 200

me this ~day of October 2009

Notr . u c

Comrissio Exp.:
DOCS_DE:149193.I

((fi(rI

lA" .. .

NOTARY PUBLIC STATE OF DELAWARE

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is III W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432

Hand Delivery
(Counsel to Official 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'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

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., 11 th 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 Waren H. Smith & Associates, P.C. Republic Center
325 N. St. Paul, Ste 1250

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

Dallas, Texas 75201

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

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

First Class Mail

(Counsel to Official Committee of

Unsecured

Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

First Class Mail

(counsel to Offcial Committee of

Unsecured Creditors)

Filiberto Agusti, Esquire

Steven Reed, Esquire

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067

68773-001\DOCS_DE: 147432. I