IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re PACIFIC ENERGY RESOURCES LTD., el al., Debtors. Chapter II Case No. 09-1 0785(KJC) (Jointly Administered)

Objections Deadline: October 4, 2010, at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed SEVENTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY 1 1 20 10 THROUGH JULY 31, 2010
Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount oiConpensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 July 1, 2010 through July 31, 2010 2 $6, 527.50 $10.00

- interim

- final application.

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 mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. This application may include time expended before the time period indicated that has not been included in a prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not
2

21 23/023353-0031 1 159120! 0911410

The total time expended for fee application preparation is approximately 5 hours and the corresponding compensation requested is approximately $2,000.00.

PRIOR APPLICATIONS FILED Date Filed 6/17/09

6/24/09 8/7/09 8/11/09 8/17/09 9/30/09 10/20/09 11/24/09 12/9/09 1/20/10 2/26/10 4/1/10 4/26/10 5/26/10 7/8/10 8/4/10

Period Covered March 9, 2009, to March 31, 2009 April 1, 2009 to April 30, 2009 May 1, 2009 to May 31, 2009 June 1, 2009 to June 30, 2009 July 1, 2009 to July 31, 2009 Aug. 1, 2009 to Aug. 31, 2009 Sept. 1, 2009 to Sept. 30, 2009 Oct. 1, 2009 to Oct. 31, 2009 Nov. 1, 2009 to Nov. 30, 2009 Dec. 1,2009 to Dec. 31, 2009 Jan. 1, 2010 to Jan. 31, 2010 Feb. 1,2010to Feb. 28, 2010 March 1, 2010 to March 31, 2010 April 1, 2010 to April 30, 2010 May 1, 2010 to May 31, 2010 June 1, 2010 to June 30, 2010

Requested Fees $102,732.50 $124,537.50

$120,999.50 $148,667.50 $327,090.00 $144,951.00 $90,318.50 $67,767.50 $92,511.00 $201,727.00 $40,245.50 $39,018.00 $18,383.00 $10,060.00 $3,110.00 $1,780.00

Requested Exnenses $1,389.62

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) (0) $36.51

Approved Fees $102,732.50

$124,537.50 $120,999.50 $118,934.00 $261,672.00

Approved Exnenses $1,389.62

$10,542.35 $372.81 $196.50 $486.93 $363.61 $112.33 $772.08 $67.25 $1,481.92 $631.09 $67.32 $99.55 ($0.10) $0 $36.51

$116,324.41 $72,254.80 $54,214.00 $74,008.80 $161,381.60 $32,196.40 $31,214.40 $14,706.40 $8,048.00 $2,488.00 $1,424.00

included herein.

2123/023353-0031 15942.01 WWI 1.110

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Name of Experience, Year of Professional Obtaining License to ._..AndiNithiaL. _ Pra c tic e. Are of Exnertis Partner since 1998; Penelope Parmes Member of CA State Bar sincel982; Chair of Rutans Financial Practice Group; Member of Rutans Trial DeDartment Partner since 1998; Gregg Amber Member of CA Bar since 1981; Member of _Corporate Law GrouD Matthew Grimshaw Associate since 2002; Member of CA Bar since 2000; Member of Financial _____ Practice CirouD Garrett Sleichter Associate since 2004; Member of CA State Bar since 2004; Member of Ciprate Law Grow

Hourly, Billing Rate Total Hours Total (including hanzL _&llsL_ Comnensation 1.6 $1,040.00 $650.00

$550.00

4.3

$2,365.00

$400.00

3.4

$1,360.00

$375.00

4.7

$1,762.50

Grand Total: $6,527.50 Total Hours: 14 Blended Rate: $395.56

21231023353-003 II 1594201 a09/14/I0

COMPENSATION BY CATEGORY Project Categories General Case Administration Fee A pp lication Corrorate Governance General Corporate Issues Total Total Hours 8.1 3.4 2.0 0.5 14.0 EXPENSE SUMMARY Expense Cateorv Duplication TOTAL Service Provider Total Expense $10.00 $10.00 Total Fees $3,792.50 $1.360.00 $1,100.00 $275.00 $6,527.50
-

Dated: September 14, 2010

e (State Bar No. 193517) Eric J. Fro 611 Anton Woulevard, Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-641-5100 714-546-9035 Facsimile: Email : efromme@rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

Rutan may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

7 23/023353-003 1 1594251 a09114/I0

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re Chapter I I Case No. 09-1 0785(K.IC) (Jointly Administered) PACIFIC FNERGY RESOURCES LTD., el al. Debtors.

Objections Deadline: October 4, 2010, at 4:00 p.m.

1 karl ng Date: Only If Objections Are Timely Filed

SEVENTEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP, SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY 1, 2010 THROUGH JULY 31 ,2010
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 Courts "Administrative Order Under 1! U.S.C. 1050) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"). Rutan & Tucker LLP ("Rutan" or the "Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Seventeenth Monthly Application for Compensation and for Reimbursement

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 .Acc1uisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating l.LC (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 I 13 023 , II 1)1OI)I .iLJ9I4fIO

of Expenses for the Period from July I, 2010 through July 31, 2010 (the Application). By this Application Rutan seeks a monthly interim allowance of compensation in the amount oI6,537,50, consisting ot $6.527.50 in fees, 10.0() in costs and payment of $5.232.00 (80% iii the allowed fees). 10.00 (100% of costs) for the period July 1, 2010 through July 31, 201(1 (the "interim Period). In support of this Application, .Rutan respectfully represents as follows:

Background
1. (.)ri March 9, 2009 ((he Petition Datc"), the Debtors, filed voluntary

petitions for relict under chapter I I 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 1 107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors (Comminee") 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
it)

28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157b)(21. 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 cxpenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the period ending May 31,

II 15I Cu

,,1.)fl.11(u

2009. at three-month intervals, each Professional shall tile and serve an interim application lbr allowance of the amounts sought in its monthly lee applications for that period. All fees and expenses paid are on an interim basis until Iiiial allowance by the Court. 4. The retention of Rutan. as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Courts "Order Granting Debtors Application Pursuant to Sections 105(A), 327, 328. and 330 of the Bankruptcy (:ode Authorizing Debtors to Retain Employ and Compensate Rutan & Tucker. LLP as Special Corporation and Litigation Counsel," entered on or about May L. 2009 ((he "Retention Order"). The Retention Order authorized Rutan to he compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses.

RUTANS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source
5. All services for which Rutan requests compensation were performed for or

on behalf of the Debtors. 6. Rutaii has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Rutan and any other person other than the partners of Rutan for the sharing of compensation to be received for services rendered in this case. 7. Prior to the Petition Date, the Debtors provided Rutan with a retainer to

secure payment, of the fees owed to it by the Debtors and. the expenses incurred by Rutan on the Debtors behalf. Rutan received payments from the Debtors during the year prior

,i)9I4IIJ

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to the Petition Dale in the amount of $2,437,169.16. After the Petition Date, Rutan obtained the Courts permission to draw on its pre-petition retainer to pay certain amounts owing to it as of the Petition Dale. The balance of the prepetition retainer was credited to the Debtors and is being utilized as kutans retainer against post-petition lees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code. 8. This is Rutans seventeenth monthly fee application. In its first monthly

fee application (Ibi the period of March 9, 2009, to March 31, 2009). RU n sought approval of $102,732.50 in lees and $1.389.62 in expenses. In December 2009, the Court approved Rutans fees when it approved Rutans first quarterly ICe application. In its second monthly lee. application (for the period of April 1. 2009. to April 30, 2009), Rutan soughi approval of $124537.50 in ICes and $10,542.35 in expenses. in December 2009, the Court approved Rutans fees when it approved Rutans first quarterly fee application. Under its third fee application (for the period May 1. 2009, to May 31, 2009), Rutan sought approval of $120.999.50 in fees and $372.8 1 in expenses. In December 2009, the Court approved R.utans fees when it approved Riitaiis first quarterly fee application. Under its lourlh fee application (for June 1, 2009. to June 30, 2009). Rutan sought approval of 5 148,667.50 in lees and $196.50 in expenses. In March 2010, the Court approved Rutans tees when it approved Rutans second quarierly fee application, Under its fifth lee application (for the period July I, 2009. to July 3 I. 2009), Ruman sought approval of $327,090.00 in fees and $486.93 in expenses. In March 2010, the Court approved Rutans fees when it approved Rutans second quarterly lee application. Under its sixth fee application (for August I. 2009. to August 31, 2009) Rutan sought approval

-4-

of $144,951.00 in lees and $363.61 in expenses. In March 2010, the Courl approved Rutans Ices when it approved Rutans second quarterly lee application. Under its seventh fee application (for the period September I, 2009 to September 1, 2009, to September 30, 2009), Rutan sought approval of $90318.5() in fees and $11233 in expenses. Under the Administrative Order, Rulan received approval of $72.254.80 in fees and $112.33 in expenses. Under its eighth lee application (for the period October 1, 2009 to October 31, 2009). Rulan sought approval of $67,767.5() in lees and $772.08 in expenses. Under the Administrative Order, Rutan received $54,214.00 in fees and $772.08 in cxpenses. Under its ninth fee application (for the period November 1, 2009 to November 30, 2009). Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under the Administrative Order, Rutan received $74,008.80 in fees and $67.25 in expenses. Under its tenth fcc application (for the period December 1, 2009
10

December 31. 2009), Rutan sought approval of $201,727.00 in fees and $1.481.92 in expenses. Under the Administrative Order, Rutan received $161,381.60 in fees and $1,481.92- in expenses. Under its eleventh fee application (for the period January 1, 2010 to January 31, 2010), Rutan sought approval of $40,245.50 in fees and $631.09 in expenses. Under the Administrative Order, Rutan received $32.196.4() in fees and $63 1.09 in expenses. Under its twelfth fee application (fir the period February 1, 2010 to

February 28. 2010), Rutan sought approval of $39,018.00 in fees and $67.32 in expenses. Under the Administrative Order, Rutan received $31,214.40 in fees and $6732 in

expenses. Under its thirteenth fee application (for the period March I. 201 0 to March 31, 2010), Ruian sought approval of $18,383.00 in fees and $99.52 in expenses, Under the Administrative Order, Rutan received $14,706.40 in fees and $99.55 in expenses. Under

.L3.O23353003 I I I159({)I aO9.It!IO

its fourteenth te application (for the period April 1 2010 to April 30 2010), Rutan sought approval oi$ 10,060.00 in fees and ($.10) in expenses. Under the Administrative Order, Rutan received $8,048.00 in fees and $(0,10) in expenses. Under its fifteenth fee application (May 1, 2010 to May 3)1, 2010). Rutan sought approval of $3,110.00 in fees. Rutan received $2,488.00 in fees and $(0.00) in expenses. Under its sixteenth fee application June 1. 2010 to June 30, 2010). Rutan sought approval of $1,780.00 in fees and $36.51 in expenses. On August 31, 2010, a certification of no objection regarding Rutans sixteenth fee application was filed. 9. Rutaris billing statements for July, 2010 are attached hereto as lixhihit A.

These statements contain daily time logs describing the time spent by each attorney and paraprolessional during the Interim Period. To the best of Rutans knowledge. this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, this Courts Local Rules, and the Administrative Order. Rutans time reports are either (a) initially handwritten by the attorney or paralegal performing the descrihcd services and then entered into Rutans computerized billing program by an administrative assistant or (b) entered directly into Rutans computerized billing program by the attorney or paralegal perfbrining the described services. The time reports are then organized on a daily basis. Rutan is sensitive to issues of - lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. Rutans charges for its protessional 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.

1
I i

11"i\i.t)1I3 1

".)

i :s9/I l!IU

-6-

Actual and Necessary Expenses 10. A summary of actual and necessary expenses incurred by Rutan for the

Interim Period is attached hereto as part of Exhibit A. 11. Rulan charges $0.10 per page for photocopying expenses related to cases,

such as this one, arising in Delaware. Rutans photocopying machines autoniatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. Rutan summarizes each clients photocopying charges on a daily basis. 12, Rutan charges $100 for the first page and $0.50 for each additional page

of out-going facsimile transmissions. There is no additional charge for long distance telephone calls on lxes. The charge for outgoing 1tcsimile transmissions reflects Rutans calculation of the actual costs incurred by Rutan for the machines, supplies, and extra labor expenses associated with sending facsimile transmissions and is reasonable in relation to the amount charged by outside vendors who provide similar services. Rutan does not charge the Debtors for the receipt of faxes in this case. 13. With respect to providers of on-line legal research services LEXIS

and \VESTLAW), Rutan charges the standard usage rates these providers charge for computerized legal research. Rutan bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by Rutan is passed on to the client. 14. Rutan believes the foregoing rates are the market rates that the majority
01

law firms charge clients for such services. In addition. Rutan believes that such charges are in accordance with the American Bar Associations (ABA") guidelines, as set 1brlli

21 III Th(Jl ,(II4I

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in the ABAs Statement of Principles, dated January 12, 1995, regarding billing fir disbursements and other charges Summary of Services Rendered IS. The names of the partners and associates of Rutan who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management asis1an1s of Rutan who provided services to these attorneys during the Interim Period, are set Iorth in the attached Exhibit A. 16. Rutan, by and lhrnugh such persons, as special corporate and litigation

counsel, has advised the Debtors on a regular basis with respect to various corporate and litigation matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. Rulans efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Project 17. The services rendered by Ru tan during the Interim Period can he grouped

into the categories set forth below. Rutan attempted to place the services provided in the category that best relates to such services, However, because certain services may relate to one or more categories. services pertaining to one category may in fact he included in another category. lhcse services performed, by categories. are generally described below, with a more detailed identification of the actual services provided set Forth on the attached Exhibit A ., which identifies the attorneys and paraprofessionals who rendered services relating to each category. along with the number of hours for each individual and the iota] eornpcnsalion sought for each category.

I IIic)I

I jJ.I3I

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A.
I .

General Case Administration

During the Interim Period, the Firm, among other things. (1) reviewed and (3) communicated

analyzed documents; (2) reviewed and analyzed potential claims and with and advised the estates professionals. Fees: 3.792.50: Hours: 9.I

B.
19.

Fee Application
During the Interim Period, the Firm, among other things, (1) corresponded

with other professionals regarding Rutans fee applications. Fees: $1360.00: Hours: 3.4

C.
20.

Corporate Governance
During the interim Period, the Firm, among other things: (I) assisted the

Debtors in the preparation of the Debtors board minutes; (2) reviewed and analyzed documents; (3) updated and helped maintain the Debtors corporate books and records, and (4) communicated with and advised the Debtors. Fees: $ 1.10000 Ilours: 2.0

D.
21.

General Corporate Issues

During the interim Period, the Firm. among other things: (I) reviewed and

analyzed credit agreements at the request of the Debtors; (2) communicated with and advised the Debtors; and (3) drafted resolutions for the Debtors, Fees: $275.00; Hours: .0.5 Valuation of Services .21. Attorneys and paraprofessionals of Rutan expended 14.0 hours in

connection with their representation of the Debtors during ihe Interim Period, as follows:

ill 9r().1

ai19] l

RUTAN PROFESSIONALS Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Are of Expertise ... Partner since 1998; Member of CA State liar since 1982: Chair of Rutans Financial Practice Group; Member of Rutans Ii:iiJ...Deoariment Partner since 1998; Member of CA Bar since 1981: Member of Corporate Law Group Associate since 2002; Member of CA Bar since 2000: Member of Financial Practice Group Associate since 2004: Member of CA State liar since 2004; Member of Corporate Law Group

Name of Professional jmijyiJjiL Penelope Parries

Hourly, Billing Rate Total (including Floors Total _ChanesI ...... Billed .weiifl $650.00 1.6 $1,040.00

Gregg Amber

$550.00

4.3 1

$2365.00

Matthew Grinishaw Garrett Sleichtcr

$400.00 $375.00

3.4

$1,360.00 $1.762,50

4.7

Grand Total: S6527.50 Total Hours: 14 Blended Rate: S395.56 22. The nature of the work performed by these persons is fully set forth in

Exhibit A. The rates charged by Rutans professionals and paraprofcssionals are typical for the nature of the work, and the reasonable value of the services rendered by Rutan to the Debtors during the Interim Period is $6,527.50. 23. 1 nder 330 of the Bankruptcy Code, Rutan respectfully submits that the

amount requested by Rutan is fair and reasonable given (a) the complexity of these cases. (h) the time expended. (c) the nature and extent of the services rendered, (d) the value of such services, and (c) the costs of comparable services other than in a ease under the Bankruptcy Code. Furl.her. Rutan has reviewed Local Rule 2016-2 and the

Administrative Order and believes that this Application complies with requirements of that Rule and Order. WHEREFORE, Rutan respectfully requests that, for the period from July 1. 2010,
10

July 31, 2010, jibe awarded on an interim basis $6,537.50, consisting of fees in the

aniountof6.527.50 , costs in the amount of$ 10.00 and that it be authorized to receive a payment from the Debtor of $5,232.00, consisting of 80% of the allowed fees and 100% of the allowed costs. Rulan also requests such other and further relief as the Court deems just and proper.

Dated: September 14, 2010

RUTAN & TUCKER LI-P Eric, J. Frommeite Bar No. 193517) 611 Anton Boulevard. Fourteenth Floor Costa Mesa, California 92626-1931 Telephone: 714-MI-S 100 Facsimile: 714-546-9035 Email: efrommcinitan.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
,

1i 2S;.1: i. 1 .IJ3 I ii iYiooi tUOI14

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VERIFICATION State ottalik,inia

)

County of Orange

Eric J. Fromme, after being duly sworn according to law, deposes and says: a) I am an attorney with the law firm of Rutan & Tucker. LLP (Rutan"), and

have hccn admitted to practice law before all of the court of the State of California. h) 1 am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of Rutan.

C)

1 have reviewed the foregoing Seventeenth Monthly Application for

Compensation and for Reimbursement of Expenses of Rutan & 1ucker, LLP Special Counsel to the Debtors and Dehiors in Possession for the Period from July 1. 2010, through July 31, 2010 (the "Application"). To the best of my knowledge, information, and belief, the facts set forth therein are true and correct. d) I have reviewed Del. Baiikr, LR 2016-2 and the Administrative Order

entered on or about April 8, 2009 [Docket #147], and submit that the Application substantially complies such Rule and Order.

Dated: Septcmher 14, 2010 Eric J. Fromme

---

. ... .......

--

.I23.O23353-uO3I

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA) COUNTY OF ORANGE) On
het c Insert name and

--OPTIONAL SECTION-CAPACITY CLAIMED BY SIGNER

Though statuic does not require the Notary to IiI) in the data hetow. doing so may prove invaluable to persons reking on th doc umnenL

)re me, . Notary Public

tilk oI the officer

ll

INDIVIDUAL CORPORATE OFFICER(S)

personally appeared Eric From me and proved to me on the basis olsatisthctory evidence to be the person) whose name(s) Waftsubscribed to the within instrument, and acknowledged to me that he/Lthy executed the same in his/kethr authorized capacity.i), and that by his/)ettheir signature(son the instrument the person(s), or the entity( upon behalf of which the person(*) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and cancel WITNES

TITLE(S)

PARTNER(S) LIMITED GENERAL El

0 0

ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER:

iv hand and official seal.

0 0
SI(iNA11 R F 1WNUTARY

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITYt lESt

OPTIONAL SECTION
THUS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
though the data riiuccd here is not requited by law, it could prevent fraudulent renitachnacot (11 , 1111s irinii

TITLE OR TYPE OF DOCUMENT: Seventeenth Monthly Application for Compensation and Reimbursement of Expenses NUMBER OF PAGES: DATE OF DOCUMENT:

x/

OTHER SIGNER(S) THAN NAMED ABOVE:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

Chapter II Case No. 09-1 078 5(KJC) (Jointly Administered)

PACIFIC ENERGY RESOURCES LTD., et al- 1 Debtors.

Objections Deadline: October 4, 2010, at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

NOTICE OF FILING OF SEVENTEENTH MONTHLY 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")

PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed its Seventeenth Monthly Application for Compensation and Reimbursement of

Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for the Period from July 1, 2010 through July 31, 2010,
seeking

compensation for services and reimbursement of expenses in the amount of $6,537.50 (the "Application").

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

must be made in accordance with the Administrative Order Under II U.S.C. 105(a)

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 mailing address for all of the Debtors is 111 W. Ocean

21 27/023353-003 I 111586701 a0911 4/10

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. (Eastern Time) on October 4, 2010 (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 4, 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, 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, 17
t

Floor, Wilmington, DE 19899-8705, Attn: Laura (2) Pachulski Stang

Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones@pszjIaw.com;

Ziehi & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@nszi law. com ; and (3) Rutan & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn: Penelope Parmes, Esq.; Fax 714-546-9035, email: pparmes@rutan.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;

Boulevard, Suite 1240, Long Beach, CA 90802.

2 23/023353-003 111586701 aO9!14/10

-2-

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: icari gnan(iipepperlaw. corn (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE that 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, served and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing.

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 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 Bankruptcy Court. Dated: September 14, 2010 RUTAN & TUCKER, LLP

Eric J. Froi Pk (State Bar No. 193517) 611 Antor oulevard, Fourteenth Floor Costa Mes California 92626-1931 Telephone: 714-641-5100 Facsimile: 714-546-9035 Email: efromme@rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2I3/02115-0II 111586701 a09iI4/I0

-3-

EXHIBIT A

42125-001\DOCSDE:6375. I

TAXPAYERS ACCOUNT
NO 95-3519021

RUTAN & TUCKER, LU

ATTORNEYS AT LAW A PAPFNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANION BOULEVARD SI.J1IE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92528-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: GCrry Tywoniuk, Sr. VP and CFO ill West Ocean Boulevard, Suitc 1240 Long Bcach, CA 90802

Invoice No. 590726 Account No. 023353 - 0029 Billing Atty. James O 1Neal Date August 27, 2010

Gcncra[ Case Administration

INVOICE SUMMARY

CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

$ $

3,792.50 3,792.50

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630[3 3009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement, An additional statement covering such disbursements Will be furnished to you. The abbreviation (PA). (LC),or (DC) following an individirars name denotes paralegal, law clerk or document clerk

TAXPAYERS ACCOUNT
NO 9-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400

POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641-5100

Pacific Energy Resources Lid, Attn: Gerry Tywoniuk, Sr. VP and CFO lii West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

invoice No. 590726 Account No. 023353-0029 Billing Atty. James ONeal DatC August 27, 2010

General Case Administration

REMITTANCE COPY

PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: ProfCssiona! Fees Fees and Costs Due This Invoice

3,792.50 3,792.50

Wire Instructions
Union Bank of California 19300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Rutan & Tucker Reference: Please refer

LLP

to

the invoice number

listed

above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 The abbreviation (PA). (IC (or (DC) following an individuals name denotes paralegal. law clerk or document cleric

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP

ATTORNEYS Al LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFDRNLA 92628-1950 (714) 641 .51 00

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590726 Account No. 023353 0029 Billing Atty. James ONea] Date August 27, 2010 Page 1

RE: General Case Administration FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/14/10 Gregg Amber Telephone conference with D. Katie and conference with P. Parmes re proposal to transfer PERL claims; prepare outline of proposal. Garctt Sleichter Review Purchase and Sale Agreement and Transition Services Agreement regarding Rise allegation of vacation liability obligation; telephone conference with G. Tywoniuk re same. Gregg Amber Correspondence with D. Katie and P. Parmes and revise outline of proposal to transfer PERL claims. Gregg Amber Conference with P. Pannes re possible transfer of PERL claims. Penelope Parmes Conference with I. Kharasch regarding proposal to transfer PIRL claims. GarettSleichter Telephone conference with Mr. Albergotti regarding accrued vacation liability dispute; review Transition 0.60

07/14/10

2.50

07/15/10

0.20

07/19/10

0.20

07/19/10

0.80

07/19/10

1.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering Such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individuaFs name denotes paralegal, law clerk or document Clerk.

RUTAN & TUCKER, LLP

AT0RNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration

0233530029

August 27, 2010

Invoice No. 590726 Page No. 2

Services Agreement, wind-down budget and bankruptcy order re Mr. Albergottis proposals; draft email communication to G. Tywoniuk and M. Litvak re same. 07/21/10 Garctt Slcichter Prepare for call with G. Tywoniuk and M. Litvak regarding accrued vacation liability dispute; participate in conference call with G. Tywoniuk and M. Litvak re same. Garett Sleichter Finalize position regarding accrued vacation liability; draft email communication to Mr. Albergotti re same. Penelope Parmes Conference with M. Litvak and I. K.harasch regarding possible sale of claims. Gregg Amber Prepare for and conference call with 1. Kharasch, M. Litvak and P. Parmes re possible claims against Forest and others. 0.80

07/22/10

0.40

07/30/10

0.80

07/30/10

0.80

Total Hours Total Professional Services

8.10
$3,792.50

Total Current Fees Prior Balance Due Total Balance Due

$3,792.50 2,782.68

$6,575.18

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individuals name denotes paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Case Administration 023353-0029

August 27, 2010 Invoice No. 590726 Page No.3

ACCOUNTS RECEIVABLE

o -30 DAYS
S3,792.50

31-60 DAYS $487.50

61 -90 DAYS 0.00

91 - 180 DAYS $1,761.18

OVER 180 $534.00

Additional disbursements may have been paid or incurred on your behalf and are not reflected In this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). LC)or (DC) following an individuals name denotes parategal, law cleric or document clerk.

TAXPAYERS ACCOUNT
NO 9-3519021

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORAl IONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590727 Account No. 023353 - 0031 Billing Atty. James ONeal Date August 27, 2010

Fee Application

INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

$ $

1,360.00 1,360.00

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Ratan & Tucker LLP Reference: Please refer to the invoice number listed above.

Addil,OflaI disbursements ry have been paid or Incurred on your behed and are not reflected in this statement. An additional statement covering such disbursements will be furnIshed to you. The abbreviation (PA), (LC) ,Or (DC) following an individuals name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT NO 54519O27

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No. Billing Atty. Date

590727 023353 - 0031 James ONeal August 27, 2010

Fee Application

REMITTANCE COPY

PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

$ $

1,360.00 1,360.00

Wire Instructions
Union Bank of California 18300 VonKarman Irvine, CA 92612 ABA t/: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or Incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC),or (OC) (011Owing an individuals name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 100 COSTA MESA. CALIFORNIA 92628-15O (714) 641-S100

Pacific Energy Resourecs Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

lnvoicc No. Account No. Billing Atty. Datc Page

590727 023353 0031 James ONeal August 27, 2010 1

-

RE: Fee Application FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/06/10 Matthew Grimshaw Draft and revise May fee application. Matthew Grimshaw Draft, revise, and finalize fee application and supporting papers. Matthew Grimshaw Email from S. McFarland re filing of Rutans fee application. Matthew Grimshaw Review fee auditor objection. 2.00

07/07/10

1.00

07/08/10

0.10

07/30/10

0.30

Total Hours Total Professional Services

3.40 $1,360.00

Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

$1,360.00
5,358.60 (1,504.00)

3,854.60 $5,214.60

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes parategat, law clerk or document clerk.

RUTAN & TUCKER, LLP

AT1ORNYS AT LAW

Pacific Energy Resources Ltd. Fee Application 023353-0031

August 27, 2010 Invoice No. 590727 Page No. 2

ACCOUNTS RECEIVABLE O-3ODAYS $1,360.00 31-60 DAYS $150.00 61-90 DAYS $376.00 91-180 DAYS $1,762.00 OVER 180 $1,566.60

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).r (DC) following an individuals name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A P.SRTNERSTIIP INCLUDING PROFESSIONAL CORPORATIONS

811 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 926213-1950 (714) 841-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590728 Account No. 023353 - 0032 Billing Atty. James ONeal Date August 27, 2010

Corporate Governance

INVOICE SUMMARY CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice

1,100.00

10.00 1,110.00

Wire Instructions
Union Bank of California 18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swill Code: BOFCUS33MPK AccountNumber: 0630133009 Accounl Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you The abbreviation (PA), (tC),or (DCi following an individuals name denotes paralegal, law Clerk or document clerk.

TAXPAYERS ACCOUNT NO 95.3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNEFSHIP INCLUDING PROPCSSPONAL CORPOIAT!ONS 611 ANTON BOULEVARD SUITE 1400 POST OFFiCE BOX 1950 COSTA MESA, CALIFORNIA 92526-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO Ill West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590728 Account No. 023353 - 0032 Billing Atty. James ONeal Date August 27, 2010

Corporate Governance

REMITTANCE COPY

*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced Fees and Costs Due This Invoice

1,100.00 10.00 1,110.00

Wire Instructions
Union Bank of Ca1ifoni 18300 Von Karman Irvine, CA 92612 ABA 4: 122000496 Swift Code; BOFCLJS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An addltionai statement covering such disbursements will be hmished to you. The abbreviation (PA). (LC),or (DC) following an individuals name denotes paralegal. law cleric or document clerk-

TAXPAYERS ACCOUNT
ND 5-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 190 COSTA MESA, CALIFORNIA 92626-1950 (714)641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590728 Account No. 023353 - 0032 Billing Atty. James ONeal Date August 27, 2010 Page 1

RE: Corporate Governance FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/16/10 Gregg Amber Review board materials and attend and take minutes at Board call. Gregg Amber Work on board meeting minutes. 1.50

07/19/10

0.50

Total Hours Total Professional Services

2.00 $1,100.00

DISBURSEMENTS AND COSTS ADVANCED Duplication Total Disbursements 10.00 $10.00

Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

$1,110.00 1,955.51 (348.00) 1,607.51 $2,717.51

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).Or (DC) following an individuals name denotes paralegal. law clerk Or document clerk.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 0233530032

August 27, 2010 Invoice No. 590728 Page No. 2

ACCOUNTS RECEIVABLE

o -30 DAYS
$1,110.00

31- 60 DAYS
$224.01

61 - 90 DAYS
$87.00

91 - 180 DAYS
$343.20

OVER 180 $953.30

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stelement. An additional Statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC)or (DC) following an individuals name denotes paralegal, law clerk or document clerk

TAXPAYERS ACCOUNT NO 95-3519027

RUTAN & TUCKER, LLP

Al TOtNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARDS UiTE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714)641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James ONeal Date August 27, 2010

General Corporate Issues

INVOICE SUMMARY

CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

$ $

275.00 275.00

Wire Instructions
Union Bank of California 18300 Von Kar-man Irvine. (A 92612 ABA Th 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LIT Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement, An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individuals name denotes paralegal. Paw cieril or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92626-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 1 II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No. Billing Atty. Date

590729 023353 - 0038 James ONeal August 27, 2010

General Corporate Issues

REMITTANCE COPY

PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE CURRENT INVOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice

$ $

275.00 275.00

Wire Instructions
Union Bank of California 15300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LIT Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA), (LC),or (DC) following on individuals name denotes paraiegel, law clerk or document clerk,

TAXPAYERS ACCOUNT
NO 95-3519027
A PAR

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW FNERSHIP INCLUDING PROHESSIONAL. CORPORATIONS 611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714)641-6100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beath, CA 90802

Invoice No. 590729 Account No. 023353 - 0038 Billing Atty. James ONeal Date August 27, 2010 Page 1

RE: General Corporate Issues FOR PROFESSIONAL SERVICES RENDERED THROUGH JULY 31, 2010 07/22/10 Gregg Amber Review 0. Sleichter analysis and response to Rise on transition services agreement; review Marathon guarantee and respond to G. Tywoniuk and J. Kuritz re same. 050

Total Hours Total Professional Services

0.50 $275.00

Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due

$275.00 4,082.00 (3,120.20) 961.80 $1,236.80

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individuals name denotes paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP

ATTORNEYS AT LAW

Pacific Energy Resources Ltd. General Corporate Issues 023353-0038

August 27, 2010 Invoice No. 590729 Page No.2

ACCOUNTS RECEIVABLE 0 -30 DAYS 275.00 31- 60 DAYS

$0.00

61 -90 DAYS $159.00

91 - 180 DAYS
$423.30

OVER 180 $379.50

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statementAn additional statement covering such disbursements will be furnished to you The abbreviation (PA), (LC),or (DC) following an individuals tame denotes paralegal, law clerk or document clerk,

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)

) ) )

AFFIDAVIT OF SERVICE
STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ss: )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachulski Stang Ziehi & Jones LLP, attorneys for the Debtors in the above-captioned action, and that on the 15th day of September 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 Rutan & Tucker, LLP as Special Counsel to the Debtors for the Period July 1-31, 2010

.Ma,&te&j
Iatleen Forte Finlayson Sworn to andS me this) 3 6.. before nber 2010

DEBRA L. YOUNG NOTARY PUBLIC STATE OF DELAWARE

jc X2TJiiJ 1)

Notary Public Commission Exp.

The Debtors in theglo 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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 - Hand Delivery 05 - First Class Mail 02 - Overnight Delivery 01 - Interoffice Pouch

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1 500 131 3 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources Ill We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 First Class Mail (Counsel to Official Committee of Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103 First Class Mail (counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehi & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067 Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail (counsel to 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

(Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of tile Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
68773-00! \DOCS_DE: 147432.1