IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: )

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Related Docket Nos.: 2205. 2218, 2221, 2210, 2211, 2200, 2203, 2217, 2214, 2207, 2204, 2209 Hearing Date: June 28, 2011 at 1:00 p.m.

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

) )

CERTIFICATION OF COUNSEL WITH RESPECT TO PROPOSED OMNIBUS ORDER APPROVING FINAL FEE APPLICATIONS OF PROFESSIONALS GOVERNED BY THE FEE AUDITOR ORDER The undersigned counsel hereby certifies to the Court that the form of order and Exhibit A attached hereto accurately represents the recommendations of the fee auditor accepted by the professionals or the fee and expense amounts otherwise agreed to between the professionals and the fee auditor with respect to the relevant final fee applications. The undersigned further certifies that the fee auditor has reviewed and approved the attached form of order and that all parties have reviewed and accepted the fee auditors recommendations. The Debtors respectfully request that the Court enter the attached form of order at its earliest convenience.

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); 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.

Should the Court have any questions regarding the proposed form of order, the Debtors stand ready to respond.

Dated: June , 2011

PACHULSKI STANG ZIEHL & JONES LLP

,c11AJLL
a . Kharasch (CA Bar No. 109084) Sco aE. McFarland (DE Bar No. 4184, CA Bar No. 165391) ert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17 th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch(pszj law. corn smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszilaw.com kmakowski@pszjlaw.com Counsel for Debtor and Debtor in Possession Pacific Energy Resources Ltd.
DOCS_DE: 170620.1

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)

Related Docket Nos.: 2205. 2218, 2221, 2210, 2211, 2200, 2203, 2217, 2214, 2207, 2204, 2209 Hearing Date: June 28, 2011 at 1:00 p.m.

) )
) ) )

OMNIBUS ORDER APPROVING FINAL FEE APPLICATIONS OF PROFESSIONALS FOR THE PERIOD MARCH 9, 2009 - DECEMBER 23, 2010 Upon consideration of the final applications for compensation and reimbursement of expenses of the professionals for the Final Period listed on Exhibit "A" attached hereto, and adequate notice of the hearing to consider such applications having been given; and after due deliberation, and sufficient cause appearing and the Court being advised that all professionals have accepted the recommendations of the Fee Auditor therefore; it is hereby ORDERED that the final applications for compensation and reimbursement of expenses for the professionals listed on Exhibit "A" attached hereto are approved in the respective amounts set forth on Exhibit "A", and it is further

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); 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.

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ORDERED that the Debtors are authorized to pay the compensation and reimbursement of expenses set forth on Exhibit "A". Dated: June _____, 2011

THE HONORABLE KEVIN J. CAREY, CHIEF JUDGE UNITED STATES BANKRUPTCY COURT

DOCS_DE: 170621.1

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EXHIBIT A TO NOTICE & ORDER (Professionals governed by fee auditor order) PACIFIC ENERGY RESOURCES LTD., et aL (09-10785-KJC) PROFESSIONAL FEES & EXPENSES (FINAL FEE APPLICATIONS) (MARCH 9, 2009 - DECEMBER 23, 2010) (JUNE 28, 2011 @ 1:00 P.M.)
APPLICANT FEE PERIOD TOTAL FEES ,& EXPENSES REQUESTED $206,554.00 (fees) $12,407.94 (expenses) $218,961.94 (Total) TOTAL FEES & EXPENSES RECOMMENDED $206,554.00 (fees) $12,407.94 (expenses) $218,961.94 (Total)

Deloitte Financial Advisory Services LLP (Financial Advisors to the Creditors Committee) TOTALS Final Fee Application (Docket No. 2205)

03/26/09 - 08/31/09

Jensen Lunny Maclnnes Law Corporation (Canadian Counsel to Debtors) & Todd McMahon Inc. (Court Appointed Monitor) TOTALS Final Fee Application (Docket No. 2218) Certification of No Objection (Docket No. 2251) I

03/09/09 - 06/20/10

$108,021.60 (fees) $19,388.21 (expenses) $42,000.00 (compensation and taxes for Todd McMahon Inc.) $169,409.81 (Total)

$108,021.50 (fees) $19,155.14 (expenses) $40,000.00 (fees) $2,000.00 (expenses) (compensation and taxes for Todd McMahon Inc.) $169,176.64 (Total (Canadian)

Loeb & Loeb LLP Financial Advisors to Debtors TOTALS Final Fee Application (Docket No. 2221) Certification of No Objection (Docket _No. _2250)

06/26/09 - 01/22/10

$39,582.50 (fees) $34.29 (expenses) $39,616.79 (Total)

$39,582.50 (fees) $34.29 (expenses) $39,616.79 (Total)

APPLICANT

FEE PERIOD
03/09/09 - 12/23/09

Meyers Norris Penny LLP (Auditors to Debtors) TOTALS

TOTAL FEES & EXPENSES REQUESTED $127,516.85 (fees)

$0.00 (expenses) $127,516.85 (Total)

TOTAL FEES & EXPENSES RECOMMENDED $127,516.85 (fees)

$0.00 (expenses) $127,516.85 (Total) (Canadian) $312,265.00 (fees) $8,501.56 (expenses) $320,766.56 (Total)

Final Fee Application (Docket No. 2210)

Certification of No Objection (Docket No. 2248) Millstream Energy, LLC (Engineering Consultant to Debtors) TOTALS Final Fee Application (Docket No. 2211) Certification of No Objection (Docket No. 2247) PSZJ (Counsel to Debtors) TOTALS: Final Fee Application (Docket No. 2200) Certification of No Objection (Docket No. 2233) Pepper Hamilton LLP (Co-Counsel to Creditors Committee)

03/09/09 - 12/31/09

$314,131.00 (fees) $8,877.03 (expenses) $323,008.03 (Total)

03/09/09 - 12/23/10

$4,005,510.75 (fees) $397,036.21 (expenses) $4,402,546.96 (Total)

$4,003,075.75 (fees) $394,464.38 (expenses) $4,397,540.13 (Total) $229,416.00 (fees) $11,990.20 (expenses) $241,406.20 (Total)

03/19/09 - 12/23/10

$229,457.00 (fees) $11,990.20 (expenses) $241,447.20 (Total)

TOTALS Final Fee Application (Docket No. 2203)

Certification of No Objection (Docket No. 2242)

APPLICANT

FEE PERIOD

Rutan & Tucker, LLP (Special Counsel to Debtors TOTALS Final Fee Application (Docket No. 2217) Certification of No Objection (Docket No. 2246) Schully, Roberts, Slattery & Marino, PLC (Debtors Special Oil & Gas & Transactional Counsel) TOTALS Final Fee Application (Docket No. 2214) Certification of No Objection (Docket No. 2249) Steptoe & Johnson LLP (Co-Counsel to Creditors Committee) TOTALS Final Fee Applications (Docket No. 2207) Certification of No Objection (Docket No. 2260) Warren H. Smith & Associates I (Fee Auditor) TOTALS Final Fee Application (Docket No. 2204)

03/01/09 - 12/23/10

TOTAL FEES & EXPENSES REQUESTED $1,561,625.27 (fees) $16,794.04 (expenses) $1,578,419.31 (Total)

TOTAL FEES & EXPENSES RECOMMENDED $1,557,678.75 (fees) $16,297.17 (expenses) $1,573,975.92 (Total)

03/08/09 - 12/23/10

$1,362,443.50 (fees) $12,190.83 (expenses) $1,374,634.33 (Total)

$1,225,674.51 (fees) $8,337.56 (expenses) $1,234,012.07 (Total)

03/19/09 - 12/23/10

$852,547.25 (fees) $21,017.14 (expenses) $873,564.39 (Total)

$851,433.25 (fees) $21,017.14 (expenses) $872,450.39 (Total)

07/13/09 - 12/23/10

$202,650.25 (fees) $2,895.92 (expenses) $205,546.17 (Total)

$202,650.25 (fees) $2,895.92 (expenses) $205,546.17 (Total)

APPLICANT

FEE PERIOD

Zolfo Cooper Management, LLC (Restructuring Advisors to Debtors) TOTALS Final Fee Application (Docket No. 2209) Certification of No Objection (Docket No. 2252)

03/09/09 - 12/15/10

TOTAL FEES & EXPENSES REQUESTED $3,585,988.25 (success fee)

$184,180.14 (expenses) $3,770,168.39 (Total)

TOTAL FEES & EXPENSES RECOMMENDED $3,578,700.75 (fees)

$175,118.28 (expenses) $3,753,819.03 (Total)

REQUESTED GRAND TOTALS FOR PROFESSIONALS FEES: EXPENSES:: TOTAL: $12,636,028.22 $688,811.95 $13,324,840.17

RECOMMENDED GRAND TOTALS FOR PROFESSIONALS FEES: EXPENSES: TOTAL: $12,482,569.11 $672,219.58 $13,154,788.69

DOCS_DE: 170095.1