IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et a/' J (Jointly Administered)
Debtors. Objection Deadline: 2/11110 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
TENTH MONTHLY FEE APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP, AS DELAWARE
COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR
THE PERIOD FROM DECEMBER 1 THROUGH DECEMBER 31, 2009
Name of Applicant: Pepper Hamilton LLP
Authorized to Provide
Professional Services to: The Official Committee Of Unsecured Creditors
Date of Retention: April 29, 2009 nunc pro tunc March 19,2009 -------
Period for which compensation
and/or reimbursement is sought: December 1-31, 2009
1
Total amount of compensation
sought as actual, reasonable and necessary $12,091.00
Total amount of expense reimbursement
sought as actual, reasonable and necessary $597.49
This is a lmonthly interim _ final application.
The time expended for preparation of this Application is not reflected herein. (Total time and
expense of the preparation of this fee application will be reflected in subsequent fee
applications. )
! The Applicant reserves the right to include any time expended in the time period indicated above, and any
expenses, in future application(s) if it is not included herein.
#10922359 vlO
PRIOR FEE APPLICATIONS FILED
Requested Approved Approved
Requested Fees Period Covered !nate Filed
Expenses Fees Expenses
3/19/09 - 3/31/09 $15,942.50 $0.00 $15,942.50
$0.00 I I 5/22/09
$1,304.06 4/1/09 - 4/30/09 $35,383.50 $35,383.50 6/23/09 $1,304.
06
1
$16,947.00 $16,947.00 $657.68 7/6/09 5/1/09 - 5/31/09 $657.68
8/11/09 6/1/09 - 6/30/09 $17,725.50 $2,288.35
I
I
$16,609.50 $1,455.17 9/9/09 I7/1109 - 7/31109
-1
$7,906.50 $334.07 9/25/09 I8/1 /09 - 8/31/09
I
$6,087.00 $357.48 10/13/09 19/1109 - 9/30/09
I
$6,018.00 10/1/09 - 10/31/09 $550.71 11/16/09
I
I
j 1111/09 - 11/30/09 $9,230.00 $189.61 12/11/09
I I !
-2
#10922359 vlO
PROFESSIONALS
Hourly
Position With the Applicant Total
Billing Rate Total Name of
and Number of Years Billed
-t=l
(Including Compensation Professional Individual
Hours In That Position
Changes)
I
I
$595.00 I .90 Partner (15 yrs) $ 535.50 \ IFrancis J. Lawall
24.70 $ 9,262.50 Associate (7 yrs) $375.00 James C. Carignan
I
r-:-:-
Associate (1 yr) $240.00 1.70 $ 408.00 John H. Schanne, II
I
IJayme H. Cook $215.00 1.70 $ 365.50 Senior Paralegal
I
I
I $220.00 5.30 $ 1,166.00 Senior Paralegal Judith P. Matour
Bankruptcy Assistant $ 55.00 1.70 $ 93.50 Angeline Shields
$ 50.00 David Smith Document Clerk 2.50 I $ 125.00
I
Paralegal $150.00 .90 $ 135.00 Cynthia M. Vernon
Grand Total: $12,091.00
Total Hours: 39.40
Blended Rate: $237.50
-3
#10922359 vlO
COMPENSATION BY CATEGORY
I Project Categories Total Hours i Total Fees
I
B11 0 Case Administration 12.80 $ 3,859.50
$ 2,250.00 B 130 Asset Sales/Disposition 6.00
IB155 Court Hearings 2.70 I
$ 623.00
BI60 Fees 7.401 $ 1,425.00 I
IB170 Employment of Professionals
I
.30 $ 112.50 j
B 175 Fee Applications - Others 1.20 $ 248.00
..
r191 General LItigatIon 9.00 I $ 3,573.00
____.__________________________ ____ __$___
EXPENSE SUMMARY

Service Provider
Expense Summary Total Expenses
(if applicable)
I
1$
Duplicating
I
56.10
Parcels Copy Work
$'
27.65 Duplicating
$ 284.03 IDatabase Research
Messenger Service 30.00
1$
$ 56.99 Messenger Service - Overnight Courier
$ 18.72
I Postage
$ 115.10
--.-.
I Filing Service
ITelephone
8.90
597.49


I:
-4
#10922359 vlO
I
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et aI.,
(Jointly Administered)
Debtors. Objection Deadline: 2/11110 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
TENTH MONTHLY APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP,
DELAWARE COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the
"Bankruptcy Rules"), and the Court's "Administrative Order under U.S.C. Sections 105(A) and
331 Establishing Procedures for Interim Compensation and Expense Reimbursement of
Professionals and Committee Members," signed on or about April 8, 2009 (the "Administrative
Order"), Pepper Hamilton LLP ("Pepper" or "Applicant"), Delaware counsel to the Official
Committee of Unsecured Creditors (the "Committee"), hereby submits its Tenth Monthly
Application for Compensation and Reimbursement of Expenses for the Period from December 1,
2009 through December 31, 2009 (the "Application").
By this Application, Pepper seeks a monthly interim allowance of compensation in
the amount of$12,091.00 and actual and necessary expenses in the amount of$597.49 for a total
allowance of$12,688.49 and payment of $9,672.80 (80% of the allowed fees) and reimbursement
of $597.49 (100% of the allowed expenses) for a total payment of$10,270.29 for the period
#10922474 vlO
December 1, 2009 through December 31, 2009 (the "Interim Period"). In support of this
Application, Pepper respectfully represents as follows:
Background
1. On March 9, 2009 (the "Filing Date"), Pacific Energy Resources Ltd.,
Petroca! Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Cameros Acquisition Corp.,
Pacific Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Cameros Energy, Inc.
and Gotland Oil, Inc. (collectively, the "Debtors") each filed a voluntary petition for relief
pursuant to Chapter 11 of the Bankruptcy Code. The Debtors have continued to manage their
businesses and properties as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.
2. On March 19, 2009 (the "Committee Formation Date"), the United States
Trustee appointed the Committee to represent the unsecured creditors of the Debtors pursuant to
11 U.S.C. 1102(a)(1).
3. Pursuant to Section 1103 of the Code, the Committee selected Pepper
Hamilton LLP to serve as Delaware counsel for the Committee. On April 14,2009, the
Committee filed an application with this Court for approval to employ Pepper Hamilton LLP.
4. On April 29, 2009, this Court entered an Order authorizing the Committee
to employ Pepper Hamilton LLP as Delaware counsel for the Committee, effective as of March
19, 2009, a copy of which is attached hereto as Exhibit A.
5. On April 8, 2009, the Administrative Order Establishing Procedures for
Allowance and Payment of Interim Compensation and Reimbursement of Expenses to
Professionals was entered.
Summary of Services Rendered and Expenses Incurred
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#10922474 vlO
6. Applicant has rendered services from December 1, 2009 through December
31,2009 in the amount of 39.40 hours.
7. Applicant maintains contemporaneous records of the time expended for the
professional services and expenses related thereto performed in connection with this Chapter 11
case and such records are maintained in the ordinary course of its business. These records
provide a detailed description of the services rendered and expenses incurred during the period
for which this Application is being made. A summary of Applicant's time records in the sum of
$12,091.00 is attached hereto as Exhibit B. This summary is broken down according to specific
task categories relating specifically to this Chapter 11 case. In some cases, Applicant found a
situation where the task of a professional may fit into two or more categories. In these cases,
Applicant has tried to categorize the time expended into the most appropriate category. If the
Court requires any further descriptions on these time entries, Applicant will provide additional
information.
8. Applicant believes that the post-petition services for the period December
1,2009 through December 31, 2009 are reasonably worth the sum of$12,091.00 as set forth in
the summary identified as Exhibit B. Applicant notes that these costs are customary charges made
to other firm clients in the ordinary course of its billing practice. To assist the Court in its review
of the fees sought by Applicant, Applicant has separated its time entries in Exhibit B into the
following categories:
(a) Case Administration (Total hours: 12.80, total fees $3,859.50) This
category includes time spent by Applicant attending to coordination and compliance activities in
connection with the performance ofits duties as Delaware counsel for the Official Committee of
Unsecured Creditors.
-3
#10922474 vlO
(b) Asset Sales/Disposition (Total hours: 6.00, total fees $2,250.00)
This category includes time spent by Applicant serving objection to sale motion, attending sale
hearing and communicating with co-counsel regarding sale status.
(c) Court Hearings (Total hours: 2.70, total fees $623.00) This category
includes time spent by Applicant preparingfor and attending hearing.
(d) Fees (Total hours: 7.40, total fees $1,425.00) This category includes
time spent by Applicant drafting andfiling certificate ofno objection re previous fee
applications, drafting ofNovember 2009 fee application and related tasks.
(e) Employment of Professionals (Total hours: .30, total fees $112.50)
This category includes time spent by Applicant reviewing supplemental conflict reports.
(f) Fee Applications - Others (Total hours: 1.20, total fees $248.00)
This category includes time spent by Applicant drafting certificates ofno objection re previous
applications ofco-counsel and efiling ofco-counsel's monthly fee application.
(g) Contested MatterslMotions (Total hours: 9.00, total fees $3,573.00)
This category includes time spent by Applicant reviewing pleadings, researching related legal
issues and communicating with counsel re same.
9. The attorneys who primarily worked on this case occasionally found it
necessary to consult with other attorneys in the firm on various aspects of the case. A brief
biography of each of the primary attorneys, along with a description of their areas of expertise,
are set forth in the summary identified as Exhibit C.
10. As outlined above, the attorneys who worked on this case from December
1, 2009 through December 31, 2009 have various levels of expertise. From time to time these
attorneys consulted with each other and other attorneys on different aspects of the case. It is
-4
#10922474 vlO
submitted that this is a more efficient way to run a case than to expect a single attorney to be an
expert in all applicable areas of law. If a single attorney were to attempt to run a case such as
this, the attorney would have to learn through research what other attorneys know and can tell
him based on their years of knowledge and experience.
11. Applicant requires reimbursement of costs expended December 1, 2009
through December 31, 2009 in the sum of $597.49 as set forth in the summary identified as
Exhibit D. Applicant notes that these costs are customary charges made to other firm clients in
the ordinary course of its billing practice.
12. In accordance with the factors enumerated in section 330 of the
Bankruptcy Code, it is respectfully submitted that the amount requested is fair and reasonable
given (a) the complexity of the case, (b) the time expended, (c) the nature and the extent of the
services rendered, (d) the value of such services, and (e) the costs of comparable services other
than in a case under the Bankruptcy Code. Moreover, Applicant has reviewed the requirements
of Del. Bankr. LR 2016 and the Administrative Order and believes that this Application complies
with such Rule and Order.
WHEREFORE, your Applicant respectfully requests, for the period December 1,
2009 through December 31, 2009, an interim allowance be made for compensation in the amount
of$12,091.00 and actual and necessary expenses in the amount of$597.49 for a total allowance
of$12,688.29 and payment of$9,672.80 (80% of the allowed fees) and reimbursement of
$597.49 (100% of the allowed expenses) be authorized for a total payment of$10,270.29 for such
-5
#10922474 vlO
other and further relief as this Court may deem just and proper.
Dated: January 21,2010
Respectfully submitted,
PEPPER HAMIL TON LLP
lsi Francis J. Lawall
Francis 1. Lawall (P A No. 43932)
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4000
Facsimile: (215) 981-4750
And
David B. Stratton, Esq. (DE No. 960)
James C. Carignan, Esq. (DE No. 4230)
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Delaware Counsel for The Official
Committee ofUnsecured Creditors
-6
#10922474 vlO
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA
SS
COUNTY OF PHILADELPHIA
Francis J. Lawall, Esquire, being duly sworn according to law, deposes and says
that he is a Partner in the law firm of Pepper Hamilton LLP, Applicant herein; that he is
authorized to take this Affidavit on behalf of the law firm; that the facts set forth in the foregoing
Application are true and correct to the best of his knowledge, information and belief; that they
have no agreement, directly or indirectly, and that no understanding exists in any form or guise
with any person for a division of the fee or compensation herein requested.

FRANCIS 1. LAWALL
Sworn to and subscribed
before me this ofJanuary, 2010.

COMMONWEALTH OF N SYLVANIA
NOTARIAL SEAL
PATRICK WAGNER, Notary Public
City of Phila., County
Exhibit A
TN THE UNITED STATES BANKRUPTCY COURT
FOR THE DTSTRICT OF DELAWARE
In re: Chapter 11
Case No. 09-10785 (K.JC)
PACIFIC ENERGY RESOURCES LTO., et al.
(Jointly Administered)
Debtors.
Related Doeket No. 190
ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PEPPER
HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS
NUNC PRO TUNC TO MARCH 19.2009
UPON TIlE APPLICATION of the Official Committee of Unsecured
Creditors (the "Omcial Committee") of the above captioned debtors and debtors-in
possession (the "Debtors") pursuant to Fed. R. Bankr. P. 2014(a) for an Order under
sections 328(a) and 1103(a) of Title 11 of the United States Code (the "Bankruptcy
Code") authorizing the employment and retention of Pepper Hamilton LLP ("Pepper
Hamilton") as Delaware counsel to the Official Committee ~ m:2.t!!!lS to March 19,
2009 (the "Application"); and upon tile affidavit of David B. Stratton, a member of
Pepper, in support of the Application; and this Court possessing jUrisdiction to consider
the Application; and venue being proper; and upon the Court finding that Pepper
represents no adverse interests in connection with this case and that it is a disinterested
person as that term is defined in Bankruptcy Code section 101(14), as modified by
Bankruptcy Code section 1l07(b); and upon further finding that the employment of
Pepper Hamilton effective as of March 19, 2009 is necessary and is in the best interests
of the Official Committee; and notice of the Application having been proper; and the
relief requested in the Application being warranted. IT IS HEREBY ORDERED THAT:
11110722130 vI

1. The Application is GRANTED.
2. In accordance with Bankruptcy Code sections 328(a) and t] 03(a),
the Official Committee is hereby authorized to employ Pepper Hamilton effective as of
March 19,2009.
3. Pepper Hamilton shall be compensated in accordance with the
Application, the procedures set forth in Bankruptcy Code sections 330 and 331, such of
the Bankruptcy Rules as may be applicable from time to time, and such procedures as
may be fixed by the Court.
4. This Court shall retain jurlsdietion over 1.'111 matters pertaining to
this Order and the Application.
~ '
19
Dated: ~
Wilmington, DE

'!Gl1U30v(
2
Exhibit B
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 12
Summary of Attorney Hours
Name
F. Lawall
I Carignan
Ill. Schanne, II
Ill. Cook
I Matour
A. Shields
D. Smith
C.M. Vernon
I i t l ~
Partner
Associate
Associate
Paralegal
Paralegal
Bankruptcy Asst
Document Clerk
Document Clerk
Hours
0.90
24.70
1.70
1.70
5.30
l.70
2.50
0.90
Rate
595.00
375.00
240.00
215.00
220.00
55.00
50.00
150.00
fees
535.50
9,262.50
408.00
365.50
1,166.00
93.50
125.00
135.00
39.40 12,091.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11, 2010
Summary of Time by Task Code
Task
BllO Case Administration
B130 Asset Sales/Disposition
B155 Court Hearings
B160 Fees
B170 Employment of Professionals
B175 Fee Applications and Invoices - Others
B190 Contested Matters/Motions
Total
H ~ u r s
12.80
6.00
2.70
7.40
0.30
1.20
9.00
39.40
Invoice: 10596411
Page 2
Fees
3,859.50
2,250.00
623.00
1,425.00
112.50
248.00
3,573.00
12,091.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
Summary of time by Task Code
TASK: B 110 Case Administration
Name TWe
Carignan, J. Associate
Shields, A. Bankruptcy Asst
Smith, D. Document Clerk
Invoice: 10596411
Page 13
Hours
9.90
0.40
2.50
Rate
375.00
55.00
50.00
Fees
3,712.50
22.00
125.00
Total BI10 12.80 3,859.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Time Detail by Task Code
TASK CODE: BllO Case Administration
Date Name
12/01109 J. Carignan Multiple e-mails rc Poly tee
deposit.
12/03/09 J. Carignan Call from debtors' counsel re
Union adversary
proceedings.
12/04/09 A. Shields Review pleadings &
incorporate into case
management records as
appropriate.
12/07/09 D. Smith Review docket and organize
pleadings binder.
12/07/09 D. Smith Review and pun documents
from pleadings file per J. H.
Cook.
12114/09 J. Carignan Continue researching AK
state law re statutory lien.
12/15/09 J. Carignan Research AR statuary lien
issue; phone call with
lenders' counsel re same.
12118/09 1. Carignan E-mail committee mentors re
same.
12i18/09 J. Carignan Continue research all
jurisdictions re statutory lien
Issue.
12/18/09 J. Carignan Confer with F. Lawall re
research.
12/23/09 J. Carignan E-mails from co-counsel re
settlement negotiations and
agreement.
Total B 11 0 Case Administration
Time
0.10
0.10
0.40
0.50
2.00
1.00
1.80
OAO
6.00
0.40
0.10
12.80
Invoice: 10596411
Page 3
Rate
375.00
375.00
Fees
37.50
37.50
55.00 22.00
50.00
50.00
25.00
100.00
375.00
375.00
375.00
675.00
375.00
375.00
150.00
2,250.00
375.00
375.00
150.00
37.50
3,859.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 14
TASK: B 130 Asset Sales/Disposition
Name
Carignan, 1.
Total B130
Title
Associate
Hours
6.00
6.00
Rate
375.00
Fees
2,250.00
2,250.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
TASK CODE: B130 Asset Sales/Disposition
1 ) a t ~ Name .Services
12/07/09 J. Carignan Multiple e-mails re sale
status.
12114/09 J. Carignan Email from co-counsel re
BET A auction and confer
with D. Stratton and F.
Lawall re same.
12/18/09 J. Carignan File and serve objection to
Beta assets sale motion.
12121109 J. Carignan Confer with co-counsel re
beta sale hearing.
12/21/09 J. Carignan Review status report on Beta
sale motion.
12/21109 J. Carignan Prepare for sale hearing and
confer with co-counsel re
same.
12/22/09 J. Carignan Email from co-counsel re
BET A sale negotiations.
12/22/09 J. Carignan Review and revise notice of
appeal of order approving
BETA sale.
12122/09 J. Carignan Confer with co-counsel re
sale negotiations and
committee phone call re
same.
] 2122/09 J. Carignan Attend BET A sale hearing.
Total B 130 Asset Sales/Disposition
Time
0.10
0.20
Rate
375.00
375.00
0.80
0.30
0.30
0.50
375.00
375.00
375.00
375.00
0.10
1.00
375.00
375.00
1.90 375.00
0.80
6.00
375.00
Invoice: 10596411
Page 4
fees
37.50
75.00
300.00
112.50
112.50
187.50
37.50
375.00
712.50
300.00
2,250.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 15
TASK: B155 Court Hearings
Name
II, J.H. Schanne,
Cook, J.H.
Total B155
Title
Associate
Paralegal
flours
1.70
1.00
2.70
Rate
240.00
215.00
Fees
408.00
215.00
623.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
TASK CODE: B155 Court Hearings
Date .Name Services
12/22/09 lH. Schanne, II Attend hearing.
12/22/09 J.H. Cook Preparation of hearing binder
for 12/22/09 hearing.
Total B 155 Court Hearings
Invoice: 10596411
Page 5
Time Rate
1.70 240.00 408.00
1.00 215.00 215.00
2.70 623.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 16
TASK: B 160 Fees
Name
Carignan, J.
Matour, J.
Shields, A
Vernon, eM.
Total B160
Title
Associate
Paralegal
Bankruptcy Asst
Document Clerk
Hours
0.30
5.30
1.30
0.50
7.40
Rate
375.00
220.00
55.00
150.00
Fees
112.50
1,166.00
71.50
75.00
1,425.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
TASK CODE: B160 Fees
Date Name Services
12103/09 J. Matour Begin work on November
2009 monthly fee
application.
12/04/09 A. Shields Prepared for service of Fee
Application.
12/07/09 J. Matour Continue work on PH 9th
monthly fee application.
12/07/09 J. Matour Re-send July 2009 fee and
expense detail to fee auditor.
12/09/09 J. Matour Continue work on PH 9th
monthly fee application and
related documents.
12/09109 J. Matour Draft certificate of no
objection re PH 8th monthly
fee application and forward
to F. Lawall.
12/09/09 J. Matour Email PH 9th monthly fee
application to J. Carignan for
revIew.
12110109 J. Carignan Review and revise Pepper
Hamilton's monthly fee
application.
12/10109 J. Matour Prepare certificate of no
objection re PH 8th monthly
fee application for eflling.
12110109 J. Matour Finalize 9th monthly fee
application and forward to F.
Lawall for signature.
12110109 J. Matour Arrange for efiling and
service of certificate of no
objection re PH 8th monthly
fee application.
Time
0.20
Rate
220.00
0040
1.10
0.20
0.70
55.00
220.00
220.00
220.00
0040 220.00
0.10 220.00
0.30 375.00
0040 220.00
0.50 220.00
0.20 220.00
Invoice: 10596411
Page 6
Fees
44.00
22.00
242.00
44.00
154.00
88.00
22.00
112.50
88.00
110.00
44.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
12110/09 A. Shields Service of Certificate ofNo
Objection Re: 8th Monthly
Fee Application of Pepper
Hamilton for period 1011 to
10/31109.
12111/09 J. Matour Prepare PH 9th monthly fee
application for efiling.
12/11109 J. Matour Email to debtor with filed
copy of certificate of no
objection re 8th monthly fee
application.
12/11/09 J. Matour Receive and review filed
copy re certificate of no
objection re PH 8th monthly
fee application.
12/11109 J. Matour Arrange for spreadsheets
with 11109 time and expense
detail.
12111109 J. Matour Arrange for efiling and
service of PH 9th monthly
fee application.
12/11109 A. Shields Prepare for & service of 9th
Monthly Fee Application of
Pepper Hamilton for period
1111 to 11130/09.
12111109 C.M. Vernon Preparation of Certificate of
No Objection Regarding
Eighth Monthly Fee
Application of Steptoe &
Johnson, LLP.
12114/09 J. Matour Receive and review filed
copy of PH 9th monthly fee
application.
12114/09 J. Matour Email to fee auditor with
November 2009 fee and
expense detail in
spreadsheet.
0040
0.60
0.20
0.10
0.20
0.20
0.50
0.50
0.10
0.10
55.00
220.00
220.00
220.00
220.00
220.00
55.00
150.00
220.00
220.00
Invoice: 10596411
Page 7
22.00
132.00
44.00
22.00
44.00
44.00
27.50
75.00
22.00
22.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 8
Total B160 Fees 7.40 1,425.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 17
TASK: B 170 Employment of Professionals
Name
Carignan, J.
Total B170
Associate
Hours
0.30
0.30
Rate
375.00
fees
112.50
112.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 9
TASK CODE: B170 Employment of Professionals
12/21109 J. Carignan Review supplemental 0.30 375.00 112.50
conflicts report.
Total B170 Employment of Professionals 0.30 112.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
TASK: B175 Fee Applications and Invoices - Others
Name Title
Carignan, J. Associate
Cook, J.H. Paralegal
Vemon, C .M. Document Clerk
Total B175
Invoice: 10596411
Page 18
Hours
0.10
0.70
0.40
1.20
Rate
375.00
215.00
150.00
fees
37.50
150.50
60.00
248.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
TASK CODE: B175 Fee Applications and Invoices - Others
Date Name Services
12116/09 J.R. Cook Preparation of CONOs for
Steptoe application for filing.
12117/09 C.M. Vernon Prepare and file Certificate
of No Objection re Eighth
Monthly Fee Application of
Steptoe & Johnson LLP.
12123/09 J. Carignan Receipt of S&J 9th monthly
fee application from co
counsel.
12124/09 J.R. Cook Preparation of notices and
certificates of service re
Steptoe application (0.2);
preparation refiling of
Steptoe application (0.2).
Total B175 Fee Applications and Invoices - Others
Time
0.30
0.40
Rate
215.00
150.00
0.10
0.40
375.00
215.00
1.20
Invoice: 10596411
Page 10
64.50
60.00
37.50
86.00
248.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 19
TASK: B 190 Contested Matters/Motions
Name
Lawall,
Carignan, J.
Total B190
Title
Partner
Associate
0.90
8.10
9.00
Rate
595.00
375.00
Fees
535.50
3,037.50
3,573.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
January 11,2010
TASK CODE: B190 Contested Matters/Motions
Date Name Services
12/01109 J. Carignan Review multiple e-mails and
analyses re ORRl settlement
(proposed).
12/07109 J. Carignan Receipt and review of Union
summary judgement motion.
12/08/09 J. Carignan Review Union brief; phone
call with debtors' counsel re
same; email client re same.
12/10/09 J. Carignan Phone call from counsel for
Marathon re Union Oil
motion for summary
judgement.
12111109 J. Carignan Email from lenders' counsel
re Union summary judgment
motion.
12/16/09 J. Carignan Phone call from Maraco re
Union adversary
proceedings.
12/17/09 F.Lawall Conference with J. Carignan
re brief issues.
12117/09 J. Carignan Research statutory lien issue.
12117/09 1. Carignan Review lenders' responsive
brief re Union motion.
12/17/09 .T. Carignan Review debtors' response
and supporting affidavit.
12117/09 J. Carignan Confer with F. Lawall and
K. Grant re responsive brief.
12/18/09 F.Lawall Telephone call to J. Carignan
re research and brief.
Total B 190 Contested MatterslMotions
Time
0.30
Rate
.00
0.50
2.50
375.00
375.00
0.20 375.00
0.10 375.00
0.20 375.00
0.50
2.00
1.00
0.90
0.40
0.40
9.00
595.00
375.00
.00
375.00
375.00
595.00
Invoice: 10596411
Page 11
112.50
187.50
937.50
75.00
37.50
75.00
297.50
750.00
375.00
337.50
150.00
238.00
3,573.00
Exhibit C
BIOGRAPHIES
Francis 1. Lawall- Francis J. Lawall is a Partner in the Bankruptcy Practice Department in the
Philadelphia office of Pepper Hamilton LLP and has been practicing law since 1985. He
concentrates his practice in national bankruptcy and creditors' rights matters, including the
representation of major oil companies in bankruptcy proceedings throughout the United States.
He also has broad experience in the reorganization of companies plagued with massive toxic tort
liabilities, as well as companies in the textile, automotive, clothing, and construction materials
industries. He is a member of the Pennsylvania and New Jersey bars and is admitted to practice
before the U.S. District Court for the Eastern District of Pennsylvania, the U.S. District Court for
the District of New Jersey, the U.S. District Court for the Eastern and Southern Districts of New
York and the U.S. Court of Appeals for the Second and Third Circuits.
David B. Stratton - Mr. Stratton is a Partner in the Corporate Restructuring and Bankruptcy
Practice Group of Pepper Hamilton LLP and has been practicing law since 1978. He is co-chair
of the firm's Corporate Restructuring and Bankruptcy Practice Group. He is also a member of
the American Bar Association Business Law Section and a member of the Bankruptcy
Subcommittee of the Banking Committee. He is admitted to the bar of Delaware.
James C. Carignan - Mr. Carignan is an Associate with the Corporate Restructuring and
Bankruptcy Practice Group of Pepper Hamilton LLP and has been practicing law since 2002. He
is admitted to the bar of Delaware.
#10928595 vI (1360\9.2)
Exhibit D
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Summary of Expenses
Duplicating
PARCELS COpy WORK
Data Base Research
Messenger Service
Messenger Service - Overnight Courier
Postage
Filing Service
Telephone
Total
Value
56.10
27.65
284.03
30.00
56.99
18.72
115.10
8.90
597.49
Invoice: 10596411
Page 20
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002 Invoice: 10596411
January 11,2010 Page 21
Detail of Expenses
Date CQde rlescription 1Jnits Cost Value
12/07/09 DUP DUP - Smith David A. - 12/07/2009 36 0.10 3.60
12/07109 TEL Long Distance Telephone - 12/07/2009 0.83 0.83
12/08/09 MES4 FedEx: SCOTT WINN LONG BEACH 13.99 13.99
12/08/09 MES4 FedEx: WARREN SMITH DALLAS 1 12.61 12.61
12/08i09 MES4 FedEx: IRA KHARASCH, ESQ LOS 13.99 13.99
ANGELES
12/08/09 TEL Long Distance Telephone - 12/0812009 1.39 1.39
12110109 DUP DUP - Matour Judith P. - 12110/2009 18 0.10 1.80
12110109 DUP DUP - Matour Judith P. - 12110/2009 2 0.10 0.20
12/10/09 pas Postage 6.30 6.30
12111109 DUP DUP - Matour Judith P. 12/11/2009 90 0.10 9.00
12111109 DUP DUP - Shields Angeline L. - 1211112009 205 0.10 20.50
12111109 MES Messenger Service - 11125/09 1 15.00 15.00
12111109 pas Postage 12.42 12.42
12115109 LEX WST - Carignan James C. - 1211512009 1 38.0S 38.0S
12/15109 MES4 FedEx: Attn Pac Energy Res DALLAS 1 16.40 16.40
1211SI09 TEL Long Distance Telephone 1211S12009 0.83 0.83
12116/09 SPD Filing Service -121l0i09 - LAWALL 10.00 10.00
EFILECNO
12/16/09 SPD Filing Service - 12/11109 - LAWALL 10.00 10.00
EFILE FEE APP
12117/09 LEX WST - Carignan James C. - 12/17/2009 1 127.48 127.48
12117/09 TEL Long Distance Telephone - 12/17/2009 1 0.56 0.S6
12/18/09 LEX WST - Carignan James C. - 1211812009 118.S0 118.S0
12/21109 TEL Long Distance Telephone - 1212112009 1 1.67 1.67
12/22/09 TEL Long Distance Telephone - 12/22/2009 2 1.81 3.62
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
January 11,2010
Invoice: 10596411
Page 22
Code Description Units Value
12/24/09 DUP DUP - Cook J. Helen 12/24/2009 30 0.10 3.00
12/24/09 DUP DUP - Cook J. Helen - 12/24/2009 180 0.10 18.00
12/31109 DLTP4 CARIGNAN 121809 - PARCELS COPY
WORK
27.65 27.65
12/31/09 MES Messenger Service 12/24/09 1 15.00 15.00
12/31/09 SPD CARIGNAN - PARCELS E-FILING
Filing Service
95.10 95.10
Total 597.49


#10921598 v10
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In Re:

PACIFIC ENERGY RESOURCES LTD, et al.,

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

(Jointly Administered)

Objection Deadline: 2/11/10 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary


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

Pepper Hamilton LLP, Delaware counsel to the Official Committee of Unsecured
Creditors in the above-captioned case (the Applicant) has filed its Tenth Monthly Application
For Compensation and Reimbursement Of Expenses Of Pepper Hamilton LLP, as Delaware
Counsel to the Official Committee Of Unsecured Creditors For The Period December 1, 2009
Through December 31, 2009, seeking compensation for services in the amount of $12,091.00
and reimbursement of costs incurred in the amount of $597.49 (the Application).
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application,
must be made in accordance with the Administrative Order Under 11 U.S.C. Sections 105(a) and
331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for
Professionals and Committee Members [Docket No. 147] (the Administrative Order) and must
be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801 and received by no later than 4:00 p.m. (prevailing
Eastern Time) on February 11, 2010 (the Objection Deadline).

-2-
#10921598 v10
Objections or other responses to the Application, if any, must be served so that
they are received not later than February 11, 2010 at 4:00 p.m. (prevailing Eastern Time), by:
(a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long
Beach, CA 90802. Attn: Gerry Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth
Avenue, 24
th
Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b)
counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17
th

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

-3-
#10921598 v10
PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order,
if no objection to the Application is timely filed, served and received by the Objection Deadline,
the Applicant be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent
of the expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the
expenses not subject to an objection without the need for further order of the Bankruptcy Court.
Dated: January 21, 2010 PEPPER HAMILTON LLP

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

And

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


#10921598 v10
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In Re: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et ai.,
(Jointly Administered)
Debtors. Objection Deadline: 0 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
AFFIDAVIT OF SERVICE
COMMONWEAL TH OF PENNSYLVANIA )
) ss:
COUNTY OF PHILADELPHIA )
Judith P. Matour, being duly sworn according to law, deposes and says that she is
employed by the law firm of Pepper Hamilton LLP, Delaware counsel for the Official
51
Committee of Unsecured Creditors in the above-captioned action, and that on the day of
January, 2010 she caused a copy of the following document(s) to be served upon the parties on
the attached service list via first class mail, postage prepaid:
Tenth Monthly Fee Application ofPepper Hamilton LLPfor December 1-31,2009
/
""'"
Notary Public
Commission Exp.:
Sworn to and Subscribed before
/-111e . " l day of January 2010
COMMONWEAI_TH OF' PENNSYLVANIA
NOTARIAL SEAL
Notary Public
City of Phila. County
,.... . "'_:_
#10928572 vlO
Pacific Energy Resources LTD
c/o Scott Winn, CRO
111 W. Ocean Boulevard
Suite 1240
Long Beach, CA 90802
Pacific Energy Resources, LTD
c/o Ira Kharasch, Esquire
Pachulski Stang Ziehl & Jones, LLP
10100 Santa Monica Boulevard
11 th Floor
Los Angeles, CA 90067-4100
Official Committee of Unsecured Creditors
c/o Katherine C. Piper, Esquire
Steptoe & Johnson, LLP
2121 Avenue of the Stars
28
th
Floor
Los Angeles, CA 90067
# I 0858072 v I
Pacific Energy Resources LTD
c/o Laura Davis Jones, Esquire
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street
17
th
Floor
PO Box 8705
Wilmington, DE 19899
Joseph McMahon
Office ofthe U. S. Trustee
J. Caleb Boggs Federal Building
Room 2207
844 N. King Street
Wilmington, DE 19801
Warren H. Smith
Warren H. Smith & Associates, P.C.
Republic Center
325 N. St Paul, Ste 1250
Dallas, TX 75201