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)

Objection Deadline: February 12,2010 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31, 2009
Name of Applicant:

Loeb & Loeb LLP

Authorized to Provide Professional

Services to:

Debtors and Debtors in Possession

Nunc Pro Tunc to June 26,2009 by order

Date of Retention:

entered on or about September 9,2009

December 20092
-

Period for which Compensation and

Reimbursement is Sought:

Amount of Compensation Sought as Actual,

Reasonable and Necessary:

$17,479.00
$17.49
_ final application.

Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary:

This is a:
i monthly

interim

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

the Debtors' federal tax idemification

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

Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alask.a 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 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 9Ci802.

2 This Application includes time expended before the time period indicated above that has not been included in any

prior application. In particular, this Application includes 8 hours and $3,044 billed for the months :'t September and October 2009 in connection with Applicant's retention and its First Quarterly fee application dated October 9, 2009. This Application also seeks $1462.50 on account 1.9 hours billed on tax matters in November 2009. The December
time totals $ i 2,972.50 on account of 16 hours billed on ta\ matters. The applicant reserves the rigt t to include any

time expended in the time period indicated above in future application(s) if it is not included herein.

NY821258.2
214482- 1 0001

The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $1,700.00.

PRIOR APPLICATIONS FILED

Date Filed
10/1 0109

Period Covered
6/26/09 - 8/3 1120093

Requested
Fees $24,830

Requested Expenses
$7.20

Approved
Fees

Approved Expenses

LOEB & LOEB PROFESSIONALS

Name of Professional

Individual

Alan 1. Tarr
Thomas Lawson

Partner 1999; Member of

Position of the Applicant, Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise NY Bar
Number of NEB

Hourly

Biling
Rate (including Changes)
$825.00

Total Hours

Total Compensation

Biled

16.1

$13,282.5

since 1979
Partner 1987; Member of

$650.00

1.9

$1,235.00

Bar since 1977 and CA Bar since

1980

Vadim J. Rubinstein
Fiona McKeown

Partner 2009; Member of

NY Bar

$575.00

2.8
5.1

1,610.00

since 1998

Paralegal

$265.00

$1351.50

Grand Total: Total Hours:

$17,479 25.90

COMPENSATION BY CATEGORY

Project Categories
Retention/Fee Application Tax Issues

Total Hours
8

Total Fees
$

3,044.00

17.9

$ 14,435.00

3 This was Applicant's first quarterly fee application. No other applications have been filed.

NY82 I 258.2
2 I 4482- I 000 i

EXPENSE SUMMARY

Expense Category Service Provider

if a licable)

Total Ex enses
$ 17.49

Reproduction/Research/Phone See Attached

NY821258.2
214482-1000 I

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)

Objection Deadline: February 12,2010 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31,2009
the United States Code (the

Pursuant to sections 330 and 331 of

Title 11 of

"Bankruptcy Code"), Rule 2016 of

the Federal Rules of

Bankruptcy Procedure (collectively, the

"Bankruptcy Rules"), and the Court's "Administrative Order Under 11 U.S.c. 1 05(A) and

331 Establishing Procedures for Interim Compensation and Expense Reimbursement of

Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative

Order"), Loeb & Loeb LLP ("Loeb" or the "Firm"), special tax counsel to the Debtors and
Debtors in Possession ("Debtors"), hereby submits its First Monthly Application for
Compensation and for Reimbursement of Expenses for the Period ending December 31, 20092

each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petracal Acquisition Corp. (6249); Pacific Energy Alaska

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

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

2 As explained herein, this Application seeks payment for minimal time entries for September, October and
November 2009

NY821258.2
214482- 1000 I

(the "Application").

By this Application Loeb seeks a first monthly interim allowance of

compensation in the amount of $17,4 79 and actual and necessary expenses in the amount of
$17.49, for a total allowance of $17,496.49, and payment of $13,983.20 (80% of

the allowed

fees) and reimbursement of $1 7.49 (100% of the allowed expenses) for a total payment of

$14,000.69 for the period of September 1, 2009 through December 31, 2009 (the "Interim
Period"), the substantial portion of

which fees and expenses were incurred in December 2009

(i.e., $12,972.50). In support of this Application, Loeb respectfully represents as follows:

Background
1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of

the Bankruptcy Code. The Debtors continue in possession

of their properties and continues to operate and manage their business as debtors in possession
pursuant to sections I 107(a) and 1108 of the Bankruptcy Code. A Committee of

Unsecured

Creditors ("Committee") was appointed on or about March 19,2009. No trustee or examiner has
been appointed in the Debtors' chapter 11 cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.c. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2).

3. On or about April 8,2009, the Court entered the Administrative Order,

authorizing certain professionals ("Professionals") to submit monthly applications for interim

compensation and reimbursement for expenses, pursuant to the procedures specified therein.

The Administrative Order provides, among other things, that a Professional may submit monthly
fee applications. Ifno objections are made within twenty (20) days after service of

the monthly

NY821258.2
214482-1000 I

fee application the Debtors are authorized to pay the Professional eighty percent (80%) of

the

requested fees and one hundred percent (100%) of the requested expenses. Beginning with the

period ending May 31, 2009, at three-month intervals, each Professional shall fie and serve an
interim application for allowance of the amounts sought in its monthly fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the Court.
4. The retention of Loeb, as special tax counsel to the Debtors, was approved

effective as of June 26, 2009, by this Court's "Revised Order Under Section 327(a) of

the

Bankruptcy Code and Rule 2014 of

the Federal Rules of

Bankruptcy Procedure and Local Rule

2014-1 Authorizing the Employment and Retention of

Loeb & Loeb LLP as Special Tax Counsel

for the Debtors and Debtors in Possession Nunc Pro Tunc to June 26,2009," entered on or about

September 9,2009 (Docket No. 861) (the "Retention Order"). The Retention Order authorized
Loeb to be compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses.

LOEB'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. Loeb was retained in September 2009 and filed its first fee application on

October 9,2009 ("First Quarterly Application"). See Docket No. 990. Applicant's First
Quarterly application covered the period of June 26, 2009 through August 31, 2009 and sought

total payment of $24,837.20. The Firm has performed minimal work for the estates since it filed

the First Quarterly Application, biling the following amounts for the following monthly periods:
September 2009 (1.2 hrs; $690); October 2009 (6.8 hrs; $2,354); November 2009 (1.9 hrs;

NY821258.2
2 I 4482- 10001

$1,462.50); and December 2009 (16 hrs; $12,972.50). Loeb did not to file monthly interim
applications for the September to November periods, as the cost of each application would have
been substantial in relation to the amount of

fees sought for each such period. Consequently,

rather than burden the estates with the extra expense of preparing and then having to review
several applications that sought de minimus amounts, Loeb determined to file its first interim

application once suffcient services were rendered to the estates that would justify the attended
expenditures of a fee application.
6. At all relevant times, Loeb has been a disinterested person as that term is

defined in Section 101 (14) ofthe Bankruptcy Code and has not represented or held an interest
adverse to the interests of the Debtors.
7. All services for which Loeb requests compensation were performed for or

on behalf of

the Debtors and not on behalf of any committee, creditor or other person.
8. Loeb has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever

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

understanding between Loeb and any other person other than the partners of Loeb for the sharing

of compensation to be received for services rendered in this case. Loeb has not received any
payments from the Debtors during the year prior to the Petition Date.
9. The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and

paraprofessional, if any, during the Interim Period. To the best of Loeb's knowledge, this
Application substantially complies with sections 330 and 331 of

the Bankruptcy Code, the

NY821258.2
2 I 4482- I 000 I

Bankruptcy Rules, the Local Rules and the Administrative Order. Loeb's time reports are
initially prepared by or on behalf of

the attorney or paralegal performing the described services.

The time reports are organized on a daily basis. Loeb charges for its professional services are
based upon the time, nature, extent and value of such services and the cost of comparable
services other than in a case under the Bankruptcy Code.

Actual and Necessary Expenses

10. A summary of actual and necessary expenses incurred by Loeb for the
Interim Period is attached hereto as part of Exhibit A. Loeb customarily charges $0. i 0 per page

for photocopying expenses related to cases, such as this one, arising in Delaware. Loeb's
photocopying machines automatically record the number of copies made when the person that is
doing the copying enters the client's account number into a device attached to the photocopier.

Loeb summarizes each client's photocopying charges on a daily basis.

11. Loeb charges $1.00 per page for out-going facsimile transmissions,

although no such charges were incurred during the Interim Period. There is no additional charge

for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Loeb's calculation of

the actual costs incurred by Loeb for the machines, supplies and

extra labor expenses associated with sending telecopies and is reasonable in relation to the

amount charged by outside vendors who provide similar services. Loeb does not charge the
Debtors for the receipt of faxes in this case.
12. With respect to providers of on-line legal research services (~, LEXIS

and WESTLA W), Loeb charges the standard usage rates these providers charge for

computerized legal research. Loeb bills its clients the actual amounts charged by such services,

NY82 I 258.2 214482-10001

with no premium. Any volume discount received by Loeb is passed on to the client. No such
expenses are sought during the Interim Period.
13. Loeb believes the foregoing rates are the market rates that the majority of

law firms charge clients for such services. In addition, Loeb believes that such charges are in
accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's
Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other
charges

Summary of Services Rendered

14. The names of the partners and associates of Loeb who have rendered
professional services in these cases during the Interim Period, and the paralegals and case management assistants of Loeb who provided services to these attorneys during the Interim
Period, are set forth in the attached Exhibit A.
15. Loeb, by and through such persons, has prepared and assisted in the

preparation of various motions and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to tax matters in connection with the Debtors' bankruptcy cases, and performed all necessary professional services which are described and narrated in
detail below.

Summary of Services bv Project

16. The services rendered by Loeb during the Interim Period can be grouped

into the categories set forth below. Loeb attempted to place the services provided in the category

that best relates to such services. However, because certain services may relate to one or more
categories, services pertaining to one category may in fact be included in another category.

NY821258.2
214482- I 0001

These services performed, by categories, are generally described below, with a more detailed
identification of the actual services provided set forth on the attached Exhibit A.

A. Tax Issues
17. This category includes work related to tax issues. During the Interim

Period, Loeb attorneys, among other things, researched certain tax issues, analyzed the tax treatment of potential transactions contemplated by the Debtors and allocation issues associated therewith, and participated in conferences with various parties in interest concerning tax issues,
including with counterparty to transaction and its counseL.

Fees: $14,435.00;

Hours: 17.9

B. Retention of Loeb & Loeb LLP and Fee Application

18. This category includes work related to the retention of Loeb and Loeb's

First Quarterly Application. During the Interim Period, the Firm, among other things, provided
additional materials at the Court's request in connection with its retention application and
prepared the First Quarterly Application.
Fees: $3,044.00;

Hours: 8

Valuation of Services
19. Attorneys and paraprofessionals of Loeb expended a total 25.9 hours in

connection with their representation of

the Debtors during the Interim Period, as follows:

NY821258.2 214482-10001

Name of Professional Individual

Position of the Applicant, Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise
Number of Partner 1999; Member of

Hourly

Biling
Rate (including Changes)
$825.00 $650.00

Total Hours

Total Compensation

Biled

Alan J. Tarr
Thomas Lawson

NY Bar
NEB

16.1

$13,282.50
$1,235.00

since 1979
Partner 1987; Member of

1.9

Bar since i 977 and CA Bar since

1980

Vadim J. Rubinstein
Fiona McKeown

Partner 2009; Member of NY Bar

since 1998

$575.00

2.8
5.1

$1,610.00 $1,351.50

Paralegal

$265.00

Grand Total:

$ 17,479.00

Total Hours:

25.9

20. The nature of work performed by these persons is fully set forth in
Exhibit A attached hereto. These are Loeb's normal hourly rates for work of

this character. The

reasonable value of

the services rendered by Loeb for the Debtors during the Interim Period is

$17,479.00.
21. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by Loeb is fair and
reasonable given (a) the complexity of

the case, (b) the time expended, (c) the nature and extent

of the services rendered, (d) the value of such services, and (e) the costs of comparable services

other than in a case under the Bankruptcy Code. Moreover, Loeb has reviewed the requirements
of DeL. Bankr. LR 2016-2 and the Administrative Order and believes that this Application
complies with such Rule and Order.

NY821258.2
214482- I 000 I

WHEREFORE, Loeb respectfully requests that, for the period September 1, 2009

through December 1,2009, an interim allowance be made to Loeb for compensation in the
amount of $17,479.00 and actual and necessary expenses in the amount of $17.49, for a total
allowance of $17,496.49, and payment of$13,983.20 (80% of

the allowed fees) and

reimbursement of $17.49 (100% of the allowed expenses) be authorized, for a total payment of

$14,000.69, and for such other and fuher relief as this Court may deem just and proper.

Dated: January 22, 2010

adim J. Rubi .

~~-,

~. .

345 Park A venue

New York, NY 10154-1895

Telephone: (212) 407-4000

Facsimile: (212) 407-4990

Special Tax Counsel to the Debtors and Debtors in Possession

NY82

1258.2

214482- 1 0001

VERIFICATION

STATE OF NEW YORK

COUNTY OF NEW YORK Vadim J. Rubinstein, after being duly sworn according to law, deposes and says:
a) I am a parner of the applicant law firm Loeb & Loeb LLP, and have been

admitted to practice law before the Courts of

the State of

New York.

b) I am familiar with the work performed on behalf of

the Debtors by the

lawyers and paraprofessionals of Loeb.

c) I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of

my knowledge, information and belief. Moreover, I have

reviewed DeL. Bank. LR 2016-2 and the Administrative Order entered on or about April 8,

2009, and submit that the Application substantially complies with such Rule and Order.
C"

~n
~-C~ ~~
N tary Public
My Commission Expires:
No Public, State of New'f
ANOINElE PEPPER
No. 01 PE49738

SWORN AND SUBSCRIBED before me this 22nd day of January, 2010.

, Qualed In Nasau ~

Coon Eire Jan 7.201 i

eelfts Aled In Ne Yor1 Cunty

NY821258.2 214482-10001

IN THE UNITED STATES BANKUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)

) Objections Deadline: February 12, 2010 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties")

Loeb & Loeb LLP ("Loeb"), special tax counsel 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 Loeb & Loeb LLP as Special Tax

Counsel to Debtor and Debtors in Possession, for the Period from September 1, 2009 through

December 31, 2009, seeking compensation for services in the amount of $17,479.00 and
reimbursement of costs incurred in the amount of $17.49 (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 filed with the Clerk of the United States Banptcy Court for the Distrct of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern

Time) on February 12, 2010 (the "Objection Deadline").

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number,
are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,

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

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

that they are received not later than February 12, 2010 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, 17th

Floor, Wilmington, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:
ioneill~pszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,
11 th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharash~pszilaw.com (c) the Offce of

the United States Trustee, J. Caleb Boggs

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

Unsecured Creditors

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper~steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:
icarignan~pepperlaw.com (the "Notice Parties")

PLEASE TAK FURTHER NOTICE that if any responses or objections to the

Application are timely filed, served and received, a hearg on the Application will be held at the
convenience of the Bankuptcy Court. Only those objections made in writing and timely filed

and received in accordance with the Administrative Order and the procedures described herein
will be considered by the Bankptcy Court at such hearng.

address for all of

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

PLEASE TAK FUTHER NOTICE that, pursuant to the Adminstrative 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 Bankptcy Court.

Dated: January 25,2010

PACHULSKI STANG ZIEHL & JONES LLP

Isl Scotta E. McFarland Ira D. Kharasch (CA Bar No. 109084) Scotta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. O'Neill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 310/652-4400

Email: ikharasch~pszilaw.com

smcfarland~pszilaw .com
rsaunders~pszilaw .com

ioneil~pszilaw.com
kmakowski~pszilaw .com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: 1 5691 3. 1

EXHIBIT A

NY821258.1 214482-10001

68773-002\DOCS DE: 1497222

LOEB&
.

LOEB LLP

345 PARK A VENUE

NEW YORK, NY 10154

(2 12) 407-4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWONTUK, CFO I 11 W. OCEAN BLVD., SUITE 1240 LONG BEACH, CA 90802

JANUARY 21, 2010 INVOICE NO. 1385785

PAYMENT DUE UPON RECEIPT

RE: TAX MATTERS OUR FILE NO: 214482-10001

FEE FOR PROFESSIONAL SERVICES RENDERED AS PER ATTACHED DETAIL
14,435.00

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER A TI ACHED DETAIL

17.49

TOTAL CURRENT AMOUNT DUE

14,452.49

PAST DUE INVOICES FOR TmS MATTER. IF PAID, PLEASE DISREGARD. o - 60 DAYS 61 - 90 DAYS
91 - 120 DAYS OVER 120 DAYS

0.00 0.00 24,837.20 0.00

TOTAL PAST INVOICES

24,837.20
39,289.69 -------------

TOTAL CURRENT AND PAST DUE INVOICES FOR THIS MA TIER

. LOEB

&
LOEBLLP

FILE NUMBER 214482-10001

IOL25

PACIFIC ENERGY RESOURCES LTD. TAX MA TIERS

1/2 1/20 10 INV: 1385785

PAGE 1

Date

TK Description of Services Rendered

Hours

11/13/09 AJT REVIEW EMAILS (.1), PREPARE FOR TELEPHONE CALL ON TAX 1.2 ISSUES IN CONNECTION WITH POSSIBLE TRANSACTION (.2). TELEPHONE CONFERENCE WITH FIJOLEK RE TAX ISSUES (.4). TELEPHONE CONFERENCES WITH CLIENT (.1). TELEPHONE CONFRENCE WITH LAWSON RE CA TAX (.3), ANALYSIS RE SAME, BENEFIT OF CLOSING IN 2009 (.1)
11113/09 T L REVIEW CALIFORNIA RULES RE: NOL CARRYOVER (.3); CALLS W/ 0.6 A. TARR (.3).

I 1/16/09 AJT TELEPHONE CONFERENCE WITH FIJOLEK RE: NEED TO CLOSE 0.1
SALE IN 2009.

l2/2/09 AJT TELEPHONE CONFERENCE WITH BEZOZO. SLADE (HAYNES & 0.9
BOONE, ATTORNEYS FOR RISE) RE TAX ISSUES, TRANSFER TAXES (.2), TELEPHONE CONFERENCE WITH ACCOUNT ANT, BEZOZO, SLADE RE QUESTIONS (.7)
12/11/09 AJT
3.4

REVIEW DRAFT OF PURCHASE AGREEMENT. COMMENTS RE TAX AND RELATED PROVISIONS (3.3), EMAIL TO CLIENT RE SAME (.1)

12114/09 AJT PREPARE FOR CONFERENCE

CALL RE TAX AND RELATED ISSUES 3.8

(.4), TELEPHONE CONFERENCE WITH CLIENT RE SAME (.3). TELEPHONE CONFERENCE WITH OPPOSING COUNSEL RE TAX ISSUES (.9), DRAFT REVISED TAX ALLOCATION PROVISIONS (1.8). EMAILS RE SAME (.3). FURTHER CALL WITH CLIENT RE TAX ISSUES
(.1 )

12115/09 AJT EMAILS RE TAX ISSUES (.5), TELEPHONE CONFERENCES WITH 3.5 BEZOZO RE TAX PROVISIONS (.7), REVIEW COMMENTS (.8), REVIEW REVISED DRAFTS OF AGREEMENTS (1.0), FURTHER COMMENTS, REVIEW FIRTA CERTIFICATE (.3), TELEPHONE CONFERENCE WITH CLIENT (.2)

.. LOEB&

_ LOEBLLP

FILE

NUMBER 2l4482-10001
10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

1/21/20 10

INV: 1385785

PAGE 2

Date

TK Description of Services Rendered

SCHEDULES (.1), RESEARCH RE TRANSFER TAXES, TELEPHONE CONFERENCES WITH LAWSON RE SAME (.3), TELEPHONE CONFRENCE WITH BEZOZO RE AGREEMENT (.4), TELEPHONE CONFERENCE WITH CLIENT (.2)

Hours

12/16/09 AJT REVIEW REVISED DRAFT OF AGREEMENT (1.), EMAILS RE 2.1

12/16/09 T L CALL WI A. TARR RE: CALIF. SALES TAX (.3); REVIEW SALES TAX 1.
RULES AND SEND EMAIL TO A. TARR (1.0).

12/17/09 AJT EMAILS, TELEPHONE CONFERENCE WITH CLIENT 0.1

12/23/09 AJT TELEPHONE CONFERENCES WITH CLIENT RE SCHEDULES, 0.9
REASONS BUYERS WILL NOT INCLUDE ALLOCATION SCHEDULE (.3), REVIEW SCHEDULES RE TAX DISCLOSURE, REVISE SAME, EMAIL SAME (.6)

Time & Fee Summary Timekeeper

AJ T ARR

Hours
16.0
1.9

Rate
825

Fee Value
13,200.00
1,235.00

T LAWSON

650

TOTAL

17.9

14,435.00

Date Description of

Disbursements Ref

No.

Amount
9.76

10/22/09 COURT RESEARCH PACER: 7/1/09-9130109-F MCKEOWN

12/31/09 PHOTOCOPY

7.20
0.53

12/3 I 109 TELEPHONE CHARGES

Total Fees Total Disbursements

14,435.00 17.49

. LOEB

& LOEBLLP

345 PARK AVENUE NEW YORK, NY 10154

(212) 407-400 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRYTYWONIUK, CFO BLVD., SUITE 1240 ILL W. OCEAN LONG BEACH, CA 90802

JANUARY 21, 2010 INVOICE NO. ) 385784

PAYMENT DUE UPON RECEIPT

RE: FEE APPLICA TION/RETENTION OUR FILE NO: 2) 4482-1 000 1

FEE FOR PROFESIONAL SERVICES RENDERED AS PER ATTACHED DETAIL

3,044.00

TOTAL CURRENT AMOUNT DUE

3,044.00

Bils

1 0013448.l 214482-10001

. c8~~~p

FILE NUMBER 214482-10001

10125

PACIFC ENERGY RESOURCES LTD. FEE APPLICA TION/RETENTION

1/21/2010
IN: 1385784

PAGE I

Date
9/2/09

TK
VJR
VJR

Description of Services Rendered

AMEND TARR DECLARATION (.4) AND CORRESPOND WITH A. TARR (.1) AND S. MCFARLAND (.1) REGARDING SAME.
TEND TO EXECUTION AND NOTARIZATION OF REVISED DECLARATION (.2). ANALYZE SUPPLEMENTAL FILING REGARDING RETENTION DECLARATION (.1).
CONFRENCE WITH F. MCKOWN REGARDING FEE APP AND FORW ARD PAPERS IN CONNCTION WITH SAME.
PREP ARE FIRST MONTHL Y FEE APPLICATION.

Hours
0.6
0.3

9/3/09

9/24/09
10/2/09
10/3/09

VJR

0.3

FM

1.
1.5
1.5

FM
FM FM
AJT

PREPARE FIRST MONTHLY FEE APPLICATION. PREPARE SECOND FEE APPLICATION.

10/3/09

10/3/09
10/6/09 10/6/09 10/6/09
10/9/09

PREPARE QUARTERLY FEE APPLICATION.

TELEPHONE CONFRENCE WITH RUBINSTEIN RE BILLING

0.5
0.1
1.0

VJR

REVIEW AND REVISE FEE APPLICATION (.9); CORRESPOND INTERNALL Y REGARDING SAME (.I).

FM
VJR

REVIEW AND REVISE FEE APPLICATION (.1); PREPARE PROPOSED ORDER THERETO (.2).
FINALIZE FEE APPLICATION AND FORWARD TO S. MCFARLAND.

0.3

0.6

Time & Fee Summary Timekeeper

AJ T ARR

Hours
0.1

Rate
825 575

Fee Value
82.50
1,610.00
1,351.50

V J RUBINSTEIN
F MCKEOWN
TOT AL

2.8
5.1

265

8.0

3,044.00

Bils 1 00 l3448. i

214482-1000 1

II. LOEBLLP LOEB&

FILE NUMBER 214482-10001

10125

PACIFIC ENERGY RESOURCES LTD. FEE APPLICA TION/RTENTION

1/21/2010
INV: 1385784

PAGE 2

Total Fees

3,044.00

BilslOOl 3448. i
2 14482-l 0001

IN THE UNITED STATES BANUPTCY COURT

In re: )
STATE OF DELAWAR )
) ss:

FOR THE DISTRICT OF DELAWAR

Chapter 11

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

Debtors. )

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 25th day of January 2010 she caused a
copy of

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

the manner indicated:

Notice and Monthly Fee Application of Loeb & Loeb LLP as Special Tax Counsel for the Debtors for the Period September 1- December 31, 2009

DEBR L. YOU NOTAR PUIC

Notary Public
Commission Exp.:
STATE OF DELAWAR

~Ol/

"'JCl,,~.1 ~ J.'y 1a, 2011

1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax

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

the Debtors is 111 W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432

Hand Delivery (Counsel to Official Committee of Unsecured

Credi tors)

03 - Hand Delivery 05 - First Class Mail 02- Overnight Delivery

David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP

Hercules Plaza, Suite 1500

01 - Interoffice Pouch

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

Los Angeles, CA 90067

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

First Class Mail

(Counsel to Offcial Committee of

Unsecured

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

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

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

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

Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

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

(Overnight Delivery)

(The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center
325 N. St. Paul, Ste 1250

Dallas, Texas 75201

Overnight Delivery

the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C.
(Office of

Republic Center

325 N. St. Paul, Ste 1250

Dallas, Texas 75201

1 \DOCS_DE:

68773-00

147432. i