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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re Chapter 1 I
PACIFIC ENERGY RESOURCES LTD., et al.,1 Case No. 09-10785(KJC) (Jointly Administered)
Debtors.
Objections Deadline:

April 23, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER

TWELFTH MONTHLY APPLICATION FOR COMPENSATION AND LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM FEBRUARY 1.2010 THROUGH FEBRUARY 28. 2010
Rutan & Tucker LLP
Special Counsel to Debtors and Debtors in

Name of Applicant: Authorized to Provide Professional


Services to:
-

Possession
Nunc Pro Tunc to March 9, 2009 by order

Date of Retention:

entered on or about May 1, 2009


February 1,20 I 0 through

Period for which Compensation and


Reimbursement is Sought:

February 28, 20102

Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary:
This is a:
-L monthly

$39,018.00
$67.32

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 LD. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and

Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i 11 W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802. 2 This application may include time expended before the time period indicated that has

not been included in any 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

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The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.

PRIOR APPLICATIONS FILED


Date
Filpii
6/1 7/09

Requested
. . rllvpred

Req uested

Approved
Ff'Plo

FpPlo

Approved ~$1,389.62
$10,542.35
$372.81

March 9, 2009, to

$ 102,732.50

$1,389.62
$10,542.35
$372.81

6/24/09
8/7 /09
8/1 1109

March 31, 2009 April 1, 2009 to April 30, 2009 May I, 2009 to May 31,2009
June 1, 2009 to

$102,732.50 $124,537.50

$124,537.50

$120,999.50

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


$116,324.4 1

$148,667.50
$327,090.00 $144,951.00

8/17/09

June 30,2009 July 1, 2009 to


July 3 i, 2009 August 1, 2009 to August 31, 2009
September 1, 2009 to September 30,

$196.50
$486.93
$363.61

$196.50
$486.93
$363.61

9/30/09
10/20/09

$90,318.50

$112.33

$72,254.80

$112.33

11/24/09

2009 October 1, 2009


to October 3 1 ,

$67,767.50
$92,51 i .00

$772.08
$67.25

$54,214.00

$772.08

12/9/09

2009 November 1,2009 to November 30, 2009


December 1, 2009 to December 3 I,

$74,008.80

$67.25

1/20/10

$201,727.00

$1,481.92

$161,381.60

$ 1 ,481. 92

2009

2/26/10

January 1,2010 to January 31, 2010

$40,245.50

$631.09

$32, 196.40

$631.09

included herein.
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RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Obtaining License to (including .
$650.00

Name of Professional
I nriivirimil

Pr""f;""" Arp. of ~ .
Partner since 1998;

Total Hours
Rilleri .6

Penelope Parmes

r,

Total
inn $390.00

Member of CA State Bar


since 1982; Chair of

Ruta's Financial Practices


Oroun

Gregg Amber

Partner since 1998;

Member of CA Bar since 1981; Member of


Duke Wahlquist
Cornorate Law Groun Parner since 1992;

$550.00

i. 1

$605.00

Member of CA State Bar since 1982; Member of Trial Groun

$550.00

7.0

$3,850.00

Cristy G. Parker

Parner since 2005;

Member of CA Bar since 1995; Member of


Comorate Law Groun

$450.00

8.10

$3,645.00

Brendt Butler

Matthew Grimshaw

Associate since 2009; Member ofCA State Bar since 2000; Member of Trial Law Groun Associate since 2002; Member of CA Bar 2000; Member of Financial
Practice Groun Associate since 2004;

$400.00

54.2

$21,680.00

$400.00

5.4

$2,160.00

Garett Sleichter

Member of CA Bar since 2004; Member of


Cornorate Law Groun
Catherine Parsons

$375.00

7.4

$2,775.00

Associate since 2007; Member ofCA State Bar since 2007; Member of
Cornorate Law GrouD Paralegal since 2002;

$250.00

12.9

$3,483.00

Laurie Biegel
'--

Member of Corporate Law


GroUD

$215.00

2.0

$430.00

Grand Total:

Total Hours: Blended Rate:

$39,018.00 98.7 $395.32

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COMPENSATION BY CATEGORY

3.7 5.4 2.0 6.3 4.6


.8

i.
74.1

.7

EXPENSE SUMMARY
J

Total

Dated: March 31, 2010

RUTAN & TUCKER, LLP

MKlTHEW W. GRIMSHA CA BarNo. 210424)


611 Anton Boulevard, Fourteenth Floor Costa Mesa, Californa 92626-1931
Telephone: 714-641-5100 Facsimile: 714-546-9035

Email: mgrimshaw(fruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

3 Rutan may use one or more service providers. The service providers identified herein

below are the primary service providers for the categories described.

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IN THE lJNITED STATES BANKRUPTCY COURT


FOR THE DISTRICT OJ.' DELAWARE
In re

Chapter I I

PACIFIC ENERGY RESOURCES LTD., etal.,1


Debtors.

Case No. 09- 1 0785(KJC) (Jointly Administered)

Objections Deadline: April 23, 2010, at 4:00 p.m.


Hearing Date: Only If Objections Are Timely Filed

TWELFTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUT AN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM FEBRUARY 1.2010 THROUGH FEBRUARY 28. 2010

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the

"Banruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure

(collectively, the "Banuptcy Rules"), and the Court's "Administrative Order Under 11

U.S.C. 105(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"), Rutan & Tucker LLP ("Rutan" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby

submits its Twelfth Monthly Application for Compensation and for Reimbursement of

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); Petroal

Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax 1.0. # 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 II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.

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Expenses for the Period from February 1, 2010 through February 28, 2010 (the
"Application").

By this Application Rutan seeks a monthly interim allowance of compensation in

the amount of $39,018.00 and actual and necessary expenses in the amount of $67.32 for

a total allowance of $39,085.32, and payment of $31,214.40 (80% of the allowed fees)

and reimbursement of $67.32 (100% of the allowed expenses) for a total payment of
$31,281.72 for the period February 1,2010 through February 28, 2010 (the "Interim
Period"). In support of this Application, Rutan respectfully represents as follows:

Backe:round

1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary


petitions for relief under chapter 11 of the Banruptcy Code. The Debtors continue in

possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections 11 07(a) and 1 i 08 of the Bankuptcy 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
1 1 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 V.S.C. 157(b)(2).

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


authorizing certain professionals ("Professionals") to submit montWy 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. If no objections are made within

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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 (l 00%) 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 Rutan, as special corporate and litigation counsel to the

Debtors, was approved effective as of the Petition Date by this Court's "Order
Granting Debtors' Application Pursuant to Sections lO5(A), 327, 328, and 330 of the

Banptcy Code Authorizing Debtors to Retain, Employ and Compensate Rutan &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May

i, 2009 (the "Retention Order"). The Retention Order authorized Ruta to be


compensated on an hourly basis and to be reimbursed for actual and necessary out-ofpocket expenses.

RUTAN'S APPLICATJON 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. Rutan has received no payment and no promises for payment om 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

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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 to the Petition Date in the amount of $2,437,169. I 6. After the Petition Date,
Rutan obtained the Court's permission to draw on its pre-petition retainer to pay

certain amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilized as Rutan's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by

this Court and the Banuptcy Code.


8. This is Rutan's twelfth monthly fee application. In its first monthly fee

application (for the period of March 9, 2009, to March 31, 2009), Ruta sought
approval of $102,732.50 in fees and $1,389.62 in expenses. In December 2009, the
Court approved Rutan's fees when it approved Rutan's first quarterly fee application.

In its second monthly fee application (for the period of April 1, 2009, to April 30,
2009), Rutan sought approval of $124,537.50 in fees and $10,542.35 in expenses. In

December 2009, the Cour approved Ruta's fees when it approved Rutan's first
quarerly fee application. Under its third fee application (for the period May I, 2009,

to May 31, 2009), Rutan sought approval of $120,999.50 in fees and $372.81 in
expenses. In December 2009, the Court approved Rutan's fees when it approved

Rutan's first quarerly fee application. Under its fourth fee application (for June 1,
2009, to June 30,2009), Ruta sought approval of $148,667.50 in fees and $196.50 in

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expenses. In March 20 I 0, the Court approved Rutan's fees when it approved Ruta's

second quarterly fee application. Under its fift fee application (for the period Julyl,
2009, to July 31, 2009), Rutan sought approval of

$327,090.00 in fees and $486.93 in

expenses. In March 2010, the Court approved Rutan's fees when it approved Rutan's

second quarerly fee application. Under its sixth fee application (for August i, 2009,

to August 31,2009) Rutan sought approval of $144,951.00 in fees and $363.61 in


expenses. In March 2010, the Cour approved Rutan's fees when it approved Ruta's
second quarerly fee application. Under its seventh fee application (for the period
September i, 2009 to September i, 2009, to September 30, 2009), Rutan sought

approval of $90,318.50 in fees and $112.33 in expenses. Under the Administrative


Order, Rutan received approval of $72,254.80 in fees and $112.33 in expenses. Under

its eighth fee application (for the period October 1, 2009 to October 31, 2009), Rutan

sought approval of $67,767.50 in fees and $772.08 in expenses. Under the


Administrative Order, Rutan received $54,214.00 in fees and $772.08 in expenses.

Under its ninth fee application (for the period November i, 2009 to November 30,
2009), Rutan sought approval of $92,511.00 in fees and $67.25 in expenses. Under

the Administrative Order, Ruta received $74,008.80 in fees and $67.25 in expenses.

Under its tenth fee application (for the period December 1, 2009 to 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), Ruta sought approval of $40,245.50 in fees and $631.09 In
expenses. Under the Administrative Order, Rutan received $32,196.40 in fees and

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$631.09 in expenses.
9. Rutan's biling statements for February, 2010 are attached hereto as

Exhibit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional during the Interim Period. To the best of Rutan's

knowledge, this Application complies with sections 330 and 331 of the Bankuptcy

Code, the Federal Rules of Bankrptcy Procedure, this Court's Local Rules, and the
Administrative Order. Ruta's time reports are either (a) initially handwritten by the
attorney or paralegal performing the described services and then entered into Rutan's
computerized biling program by an administrative assistant or (b) entered directly into

Rutan's computerized billing program by the attorney or paralegal performing 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 paricular client, separate time entres are set forth in
the time reports. Rutan's 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 Bankptcy Code.


Actual and Necessary Expenses

10. A summar of actual and necessary expenses incurred by Rutan for the
Interim Period is attached hereto as par of Exhibit A.
i i. Rutan charges $0.10 per page for photocopying expenses related to

cases, such as this one, arising in Delaware. Rutan'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 attched to the photocopier.

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

12. Rutan charges $1.00 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 faxes. The charge for outgoing facsimile transmissions

reflects Rutan's 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 WESTLA W), Ruta 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

of law firms charge clients for such services. In addition, Rutan 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 Januar 12, 1995, regarding
biling for disbursements and other charges.

Summary of Services Rendered

15. The names of the parners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the paralegals and
case management assistants of Rutan who provided services to these attorneys during
the Interim Period, are set forth in the attached Exhibit A.

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16. Rutan, by and through 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 narated in

detail below. Rutan's efforts have been extensive due to the size and complexity of

the Debtors' banptcy cases.


Summary of Services by Project
i 7. The services rendered by Rutan during the Interim Period can be

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 be included in another category. These services performed, by categories, are

generally described below, with a more detailed identification of the actual services

provided set forth on the attched 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 total compensation sought for each
category.
A. General Case Administr'ation
i 8. During the Interim Period, the Firm, among other things: (I) reviewed

and analyzed documents; (2) analyzed sale issues and bond issues; and (3)
communicated with and advised the Debtors.
Fees: $1,635.00; Hours: 3.7
B.
19.

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

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its monthly fee application and supporting documentation; and (2) corresponded with
others regarding Rutan's fee applications.
Fees: $2,160.00; Hours: 5.4

C. Corporate Governance

20. During the Interim Period, the Firm, among other things: (1) 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) communjcated with and advised the Debtors.
Fees: $430.00; Hours: 2.0
I). Alaska Asset. Sale
2 i . During the Interim Period, the Firm, among other things: (1) performed

work in connection with a potential sale of certain of the Debtors' assets located in
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain

of the Debtors' Alaska assets; (3) analyzed issues relating to and facilitated due
diligence with respect to the potential sale of certain of

Debtor's Alaska assets; and (4)

communicated with and advised the Debtors with respect to the potential sale of
certain of its Alaska assets.
Fees: $2,887.50; Hours: 6.3

Eo Beta Asset Sale


22. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed documents; (2) communicated and corresponded regarding sale


documents; and (3) communicated with and advised the Debtors.
Fees: $1,740.00; Hours: 4.6

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F. Financing
23. During the Interim Period, the Firm, among other things: (l) analyzed
issues regarding lenders legal fees; and (2) counseled Debtors.

Fees: $315.00; Hours 0.8


(~. Securities Issues

24. During the Interim Period, the Firm, among other things: (l) reviewed
and analyzed issues regarding the potential resumption of trading; (2) communicated

with others regarding the potential resumption of trading; and (3) communicated with
the Debtors.

Fees: $575.00; Hours 1.1

H. General Corporate Issues

25. Durng the Interim Period, the Firm, among other things: (1) reviewed
and analyzed documents; (2) drafted updates to Debtor's records; and (3)
communicated with and advised the Debtors regarding these issues.
Fees: $262.50; Hours: .7
i. Business Interruption Insurance

26. During the Interim Period, the Firm, among other things: (I) reviewed

and analyzed documents; (2) communicate with others regarding business interruption
insurance issues; and (3) counseled the Debtors.
Fees: $29,013.00; Hours: 74.1

Valuation of Services
27. Attorneys and paraprofessionals of Rutan expended 98.7 hours In

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

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RUT AN PROFESSIONALS

Name of Professional
I nllivillii~ I

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice,

Hourly,

Billng
Rate (including

Are of~ .
Parner since 1 998; Member of CA State Bar since 1982; Chair of Rutan's Financial Practices Groiin

r'

Total Hours Hiled


.6

Penelope Pares

Total
$390.00

$650.00

Gregg Amber

Parner since 1998; Member of

$550.00 $550.00

1. i

CA Bar since 1981; Member of


Comorate Law Groun

$605.00

Duke Wahlquist

Partner since 1992; Member of CA State Bar since 1982; Member of Trial Group Partner since 1998; Member of CA Bar since 1995; Member of
Comorate Law GrouD

7.0

$3,850.00

Cristy G. Parker
Brendt Butler

$450.00

8.10 54.2
5.4 7.4

$3,645.00

Associate since 2009; Member

of CA State Bar since 2000;

$400.00
$400.00 $375.00 $215.00

$21,680.00

Matthew Grimshaw
Garett Sleichter

Member of Trial Law GroUD Associate since 2002; Member

of CA Bar since 2000; Member of Financial Practice Groun


Associate since 2004; Member

$2,160.00
$2,775.00

of CA Bar 2004; Member of


Cornorate Law GrouD
Laurie Biegel

Paralegal since 2002; Member of Comorate Law Groun

2.0

$430.00

Grand Total:

Total Hours: Blended Rate:

$39,018.00 98.7 $395.32

28. The nature of the work performed by these persons is fully set forth in

Exhibit A. The rates charged by Rutan's professionals and paraprofessionals are


typical for the nature of the work, and the reasonable value of the services rendered by
Ruta to the Debtors during the Interim Period is $39,018.00.

29. Under 330 of the Banruptcy Code, Rutan respectfully submits that
the amount requested by Ruta is fair and reasonable given (a) the complexity of

these

cases, (b) the time expended, ( c) the nature and extent of the services rendered, (d) the

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value of such services, and (e) the costs of comparable services other than in a case
under the Bankruptcy Code. Further, 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 February 1,

2010, to February 28, 2010, it be awarded on an interim basis $39,085.32, consisting of

fees in the amount of $39,018.00 and expenses in the amount of $67.32, and that it be
authorized to receive a payment from the Debtor of$31,281.72, consisting of 80% of

the

allowed fees ($31,2 i 4.40) and i 00% of the allowed expenses ($67.32). Rutan also

requests such other and further relief as the Court deems just and proper.

Dated: March 31, 2010

MATTHEW W. GRIMSHA CA BarNo. 210424)


611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626- 1931

Telephone: 714-641-5100
Facsimile: 7 i 4-546-9035

Email: mgrimshawc?rutan.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession

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VERIFICATION

State of California )
County of Orange )
)

Matthew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of

Ruta & Tucker, LLP ("Rutan"), and


the court of the State of

have been admitted to practice law before all of

California.

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

lawyers and paraprofessionals of Rutan.


c) I have reviewed the foregoing Twelfth Monthly Application for

Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP Special Counsel to
the Debtors and Debtors in Possession for the Period from February 1,2010, through February
28,2010 (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. Bankr. LR 2016-2 and the Administrative Order

entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.

Dated: March 31, 2010

Matt ew W. Grimshaw

~~ -----

2 i 23/023353-0031

1077641.01 a03/31/10

CALU'ORNIA ALL-PURPOSE ACKNOWLEDGMENT


STATE OF CALIFORNIA)
COUNTY OF ORANGE)
--OPTIONAL SECTION--

CAP ACITY CLAIMED BY SIGNER


Though statute does not require the Notary to lll in the dala
below, doing so may prove invaluable to persons relying on the
document.
On thV!~1d of

March, 2010, before""


(here insert name and iitle of ihe omcer)

~f\(LL C!ei A. L ,L , Notary Public


personally appeared Matthew Grimshaw and proved to me on the

INDIVIDUAL
CORPORA TE OFFICER(S)

basis of satisfactory evidence to be the personw whose nam~


is/arubscribed to the within instrument, and acknowledged to

me that hek/theexecuted the same in his~/the authorized

capacitY(40), and that by his/Rethe signature(-son the

TITLE(S)

instrument the person(.s, or the entity(ieupon behalf of which the personw 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 correct.

o
o

PARTNER(S)

o LIMITED

o GENERAL
A TTORNEY -IN-FACT

o TRUSTEE(S)

~_n
(seal)

o GUARDIAN/CONSR V ATOR

OTHER:

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(IES)

l~~___~~~~!J
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:

- Ofan Cou ~ . COltl I l No- Pu ~~~:~=: ~l j8' - ~

Twelfth Monthly Application for Compensation and


Though the data requested here is not required by law, it could prevent fraudulent Reimbursement of Expenses
reattachment of this form.

NUMBER OF PAGES:
DATE OF DOCUMENT:

OTHER SIGNER(S) THAN NAMED ABOVE:

~-

,?~~/-/D

IN THE UNITED STATES BANKRUPTCY COURT


FOR THE DISTRJCT OF DELAWARE
In re

Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et al.,J


Debtors.

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


Objections Deadline:
April

23, 2010 at 4:00 p.m.

Hearing Date: Only IfO~jectons

Are Timely Filed

NOTICE OF FILING OF TWELFTH MONTHLY FEE APPLICATION

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

Paries")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned ca..e (the "Debtors"), has

fied its Twelfh Monthly Application jor Compensation and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel

to the Debtors and Debtors in Possession,

for the Periodfrom February 1, 2010 through February 28, 2010, seeking compensation

for services in the amount of $39.018.00 and reimbursement of costs incurred in the
amount of$67.32 (the "Application").

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

must be made in accordance with the Administrative Order Under 11 U.S.C. 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 1.0. # 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

2123/023353-0031 107671501.U3/31/1O

and 331 Establishing Procedures for Interim Compensation and Reimbursemenf of

Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be fied with the Clerk of the United States

Banruptcy 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 April 23, 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 April 23, 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) Zol

Cooper, 1 i 66 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, i ih Floor, Wilmington, DE 19899-8705, Attn: Laura
Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lioncs()psziJaw.com; (2) Pachulski Stang

Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, CA 900674100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharashl!nsziJaw.com;

and (3) Ruta & Tucker, LLP, 61 i Anton Blvd., Ste. 1400, Costa Mesa, CA 92626, Attn:
Penelope Parmes, Esq.; Fax 714-546-9035, email: pparmes(),rutan.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 Offcial Committee of Unsecured Creditors (the "Committee"), (l)
Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los Angeles, CA 90067;

Boulevard, Suite 1240, Long Beach, CA 90802.

2123/023353-0031
1076715.01 a03/31/l0

-2-

Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper(!steptoe.com and (2)

Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 13 13 N. Market Street, Wilmington, DE
1980 i; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icaril!lHllr/ipepperlaw.ciil1 (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 wil be
held at the convenience of the Banuptcy 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 Cour 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 Bankptcy Court.


Dated: March 31, 2010

~Ji~
-3-

RUTAN & TUCKER, LLP

M TTHEW W. GRIMSHA W (A Bar No. 210424) 611 Anton Boulevard, Fourteenth Floor

Costa Mesa, California 92626- i 93 1 Telephone: 714-641-5100 Facsimile: 714-546-9035

EmaiI: mgrimshawCirutan.com

Special Corporate and Litigation Counsel for the Debtors and Debtors in possession

2123/023353-0031
107671501 a03/31/10

EXHIBIT A

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFE:SSIO,~AL CORPORATIONS

611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific nergy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
1 I 1 West Ocean Boulevard, Suite 1240

Invoice No. Account No.


Billing Atty.

578048 023353 - 0029


James O'Neal

Long Beach, CA 90802

Date

March 5, 2010

General Case Administration

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

1,635.00 1,635.00

Wire Instructions
Umon Bank of Cali fomi

18300 Von Karan


Irvine, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above

Additional dlsbun.aments may have been paid or incurred on your bf!half and are not reflected in this statement An addilional :;iatement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) followiflg ar individual's name d6notes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATIORNEYS 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: Gerr Tywoniuk, Sf. VP and CFO 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

578048 023353 - 0029


James O'Neal

Date

March 5, 2010

General Case Administration

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

1,635.00 1,635.00

Wire Instructions
Union Bank of Cali fomi

18300 Von Karman Irvine, CA 92612

AJA #: 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 refiected in this statement.

An additional statement covering such disbursements will be furnishe to you.


The abbreviation (PA), (LC),or (DC) following an individual's 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 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

578048 023353 - 0029


James O'Neal

Long Beach, CA 90802

Date Page

March 5, 2010
I

RE: General Case Administration


FOR PROFESSIONAL SERVICES RENDERED THROUGH FEBRUARY 28, 2010
02/04/ 10

Cristy G Parker Review credit facility documents and sale orders to analyze issues raised by G. Tywoniuk re extinguishment of obligations (1.5); review asset sale documents to analyze issues raised by G. Tywoniuk re bond transfers (0.5); office conferences with G. Sleichter and e-mail and voicemail communications with G. Tywoniuk re
same (0.6).

2.60

02/04/ I 0

Garett Sleichter Research and analysis regarding treatment of bonds related to Pacific Energy onshore L.A. Basin properties.
Gregg Amber Review proposal to dismiss certain Unocal claims against PEAO (0.2); correspondence with G. Tywoniuk
and Alaska counsel re same (0. i).

0.80

02112/10

0.30

Total Hours
Total Professional Services

3.70
$ 1 ,635.00

Total Current Fees

$1,635.00
10,820.84 (1,701.04)

Previous Balance Due Payments and Adjustments

Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statement. An additional statement coverin9 such disbursements will be furnished to you The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW

Pacific Energy Resources Ltd.


General Case Administration

March 5, 20 i 0

Invoice No. 57804R

023353-0029

Page No.2

Prior Balance Due

9,119.80

Total Balance Duc

$10,754.80

ACCOUNTS RECEIVABLE

0-30DAYS
$2,185.00

31- 60 DAYS $424.00

61- 90 DAYS $299.50

91 -180 DAYS $2,210.20

OVER 180
$5,636. i 0

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 you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95-3519027

RUTAN & TUCKER, LLP


ATIORNEYS 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: Gerr Tywoniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

578049 023353 - 0032


James O'Neal

Date

March 5, 2010

Corporate Governance

INVOICE SUMMARY
CURRNT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

430.00 430.00

Wire Instructions
Umon Bank of California 18300 Yon Karman

Irvine, CA 92612 ABA #: 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 stalement An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (te),or (DC) following an individual's name denotes paralegal, law clerk or document cleric

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 92628-1950

(714)641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO ILL West Occan Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No. Account No.


Billing Atty.

578077 023353 - 0031


James O'Neal

Date

March 5, 2010

Fee Application

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced

Fees and Costs Due This Invoice

2,160.00 32.30 2,192.30

Wire Instructions
Union Bank of Cali fomi

18300 Yon Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.

AddiUonal disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statemenl covering such disbursements will be fumished to you. The abbreviation (PA). (LC),or (DC) following an individual's 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 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

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

Invoice No.
Account No.
Billing Atty.

578077
023353 - 003 1
James OINeal March 5, 20 i 0

Date

Fee Application

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

2,160.00 32.30 2,192.30

Wire Instructions
Union Ban of Californa 18300 Von Karman
Irvine, CA 926 i 2

ABA #: 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 fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 91;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 Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Billing Atty.

578077 023353 - 0031


James O'Neal

Date Page

March 5, 2010
1

RE: Fee Application

FOR PROFESSIONAL SERVICES RENDERED THROUGH FEBRUARY 28, 2010


02/02/10
Matthew Grimshaw Email exchange with G. Amber re fee application issues
(.1).
02/09/ i 0

0.10

Matthew Grimshaw
Email exchange with S. McFarland re certificate of no

0.40

objection issues (.2); email exchange with G. Amber re issues relating to hearing on 2nd quarterly fee application
(.2).

02/12/1 0

Matthew Grimshaw Email from S. McFarland re certificates of no objection to Rutan's fee applications (. i); draft and revise January
2010 fee application (1.3).

1.40

02/15/1 0

Matthew Grimshaw Draft and revise January 2010 fee application (2).
Matthew Grimshaw
Review notice of

2.00

02/23/10

0.10

hearing on second quarterly fee

application (. I).

02/24/10

Matthew Grimshaw Email from fee auditor re allowable charges (.1).


Matthew Grimshaw

0.10

02/25/10

1.30

Additional disbursements may have been paid or incurred on your beha~ 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 individual's name denotes paralegal, law clerk or document clerk.

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


Fee Application

March 5, 2010 Invoice No. 578077

023353-0031

Page No.2

Revise and finalize Januar 2010 fee application (1.2);

email to S. McFarland re same (.1).

Total Hours Total Professional Services

5.40
$2, I 60.00

DISBURSEMENTS AND COSTS ADVANCED


Duplication
0.30

Telecopier
Appearance Fees

2.00
30.00

Total Disbursements

$32.30

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

$2,192.30
12,782.40 (3,070.40)

9,712.00
$ i 1,904.30

ACCOUNTS RECEIVABLE
0- 30 DAYS
$6, i 87.30

31- 60 DAYS $767.60

61 - 90 DAYS $509.20

91 - 180 DAYS

OVER i 80
$2,82 1.40

$1,618.80

Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be furnished to you.

The abbrevialion (PAl, (LCl,or (DC) following an individual's 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 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO
i 11 West Ocean Boulevard, Suite i 240

Invoice No.
Account No.
Billing Atty.

578049 023353 - 0032


James O'Neal

Long Beach, CA 90802

Date

March 5, 2010

Corporate Governance

REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

430.00 430.00

Wire Instructions
Uruon Bank of California 18300 Van Karman Irvine, CA 92612 ABA #: 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 (PM, (LC),or (DC) following an individual's name denotes paralegaL. Jaw clerk or document clerk.

RUTAN & TUCKER, LLP


A nORNEYS AT LAW

Pacific Energy Resources Ltd. Corporate Governance 023353-0032

March 5, 2010 Invoice No. 578049

Page No.2

and index thereto.


02/23/1 0
Laurie Biegel ( P A)

0.30

Review and respond to email from B. Lyng rcgarding agent information.

Total Hours
Total Professional Services

2.00

$430.00

Total Current Fees

$430.00
8,149.80 (2,768.80)

Previous Balance Due

Payments and Adjustments Prior Balance Due

5,381.00
$5,81 1.00

Total Balance Due

ACCOUNTS RECEIVABLE
o - 30 DAYS $1,735.50
31- 60 DAYS $692.20

61 - 90 DAYS $21.50

91-180 DAYS $1,461.60

OVER 180
$ 1 ,900.20

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursemenls will be furnished to you. The abbreviation (PA), (LC),or (DC) following an individual's 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 1950 COSTA MESA, CALIFORNIA 92628.1950 (714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerr Ty.voniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Biling Atty.

578050 023353 - 0033


James O'Neal

Long Beach, CA 90802

Date

March 5, 2010

Alaska Asset Sale

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced

Fees and Costs Due This Invoice

2,887.50 35.02 2,922.52

Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612

ABA #: 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 refiected in this statement. An additional statement covering such disbursements will be furnished to you.

The abbreviation (PA). (lC),or (DC) foiiowing an individual's name denotes paralegal. law clerk or document clerk.

TAXPAYERS ACCOUNT
ND 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 92628-1950 (714) 641-5100

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

Invoice No.
Account No.
Billing Atty.

578050 023353 - 0033


James O'Neal

Date

March 5, 2010

Alaska Asset Sale

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITIANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced

$ $

Fees and Costs Due This Invoice

2,887.50 35.02 2,922.52

Wire Instructions
Union Bank of California

18300 Yon Karan Irvine, CA 92612 ABA #: 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 refiected in this statement. An additional statement covenng such disbursements will be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's 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 1950 COSTA MESA, CALIFORNIA 92628-1950

(714)641-5100

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO
i 1 i West Ocean Boulevard, Sute 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

578054 023353 - 0041


James O'Neal

Date Page

March 5, 2010
1

RE: Securities Issues

FOR PROFESSIONAL SERVICES RENDERED THROUGH FEBRUARY 28, 2010

02/03/10

Cristy G Parker E-mail communications with G. Tywoniuk and G. Amber re opinion request procedures.
Gregg Amber Telephone conference with G. Tywoniuk re possible trading in Canada and/or U.S. (0.3); resumption of review K. Macinnes e-mail regarding Canadian securities laws in this regard (0.2); telephone conference wth K. MacInnes re same (0.3).

0.20

02/05/1 0

0.80

02/1 8/1 0

Cristy G Parker E-mail communications with transfer agent and broker


re stock certificates.

0.10

Total Hours
Total Professional Services

1.0
$575,00

Total Current Fees

$575.00
4,092.96 (2,109.76)
1,983.20

Previous Balance Due Payments and Adjustments Prior Balance Due

Total Balance Due


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

$2,558.20

RUTAN & TUCKER, LLP


ATTORNEYS AT LAW

Pacific Energy Resources Ltd.


Secunties Issiies

March 5, 2010 Invoice No. 578054

023353-0041

Page No.2

ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i, 748.20

31- 60 DAYS $526.00

61- 90 DAYS
$ i 5.00

91 - 180 DAYS

$169,00

OVER 180 $100.00

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 individual's name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
NO 95.3519027

RUTAN & TUCKER, LLP


ATIORNEYS AT LAW

A PARTNERSHIP INCLUDING PROFESSIONAL CORPORA liONS

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

Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 1 1 West Ocean Boulevard, Suite 1240

Invoice No. Account No.


Billing Atty.

578055 023353 - 0043


James O'Neal

Long Beach, CA 90802

Date

March 5, 2010

Business Interrption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

29,013.00 29,013.00

Wire Instructions
Union Bank of California 18300 Von Karman
lrine, CA 92612

ABA #: 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 ben paid or incurred on your behalf and are not reflected in this statement. An additional statement coverin9 such disbursements will be furnished 10 you. The abbreviation (PA), (LC),or (DC) followin9 an individual's 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 1950

COSTA MESA, CALIFORNIA 92628-1950

(714)641-5100

Pacific Encrgy Rcsources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802

Invoice No.
Account No.
Biling Atty.

578055 023353 - 0043


James O'Neal

Date

March 5, 2010

Business Interrption Insurance and Insurance Retum Premiums on Cancellation of Alaska Coverage

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees

Fees and Costs Due This Invoice

29,013.00 29,013.00

Wire Instructions
Union Bank of

Californa

18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & Tucker LLP

Reference: Please refer to the invoice number listed above.

Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement.

An addilional slalemenl covering such disbursemenls wil be furnished to you.


The abbreviation (PA), (LC).or (DC) following an individual's name denoles 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 140D POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950

(714) 641-5100

Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
I 1 i West Ocean Boulevard, Suite 1240

Invoice No.
Account No.
Billing Atty.

578055 023353 - 0043


James O'Neal

Long Beach, CA 90802

Date

March 5, 2010

Business Interrption Insurance and Insurance Return Premiums on Cancellation of Alaska Coverage

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

29,013.00 29,013.00

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 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 ben paid or incurred on your behaM and are not reflected in this statement An additional statement covering such disbursements will be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.

TAXPAYERS ACCOUNT
ND 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 92628-1950 (714) 641-5100

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

Invoice No.
Account No.
Biling Atty.

578055 023353 - 0043


James O'Neal

Date

March 5, 2010

Business Interrption Insurance and Insuranct: Return Premiums on Cancellation of Alaska Coverage

REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees

Fees and Costs Due This Invoice

29,013.00 29,013.00

Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 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 (DC) following an individual's name denotes paralegal. law clerk or document cierk.

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 92628-1950 (714) 641-5100

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

Invoice No.
Account No.
Biling Atty.

578055 023353 - 0043


James O'Neal

Date Page

March 5, 2010
1

RE: Business Interrption Insurance and Insurance

Return Premiums on Cancellation of Alaska Coverage

FOR PROFESSIONAL SERVICES RENDERED THROUGH FEBRUARY 28, 2010


02/01/1 0

Catherine Parsons Review insurance plan and analyze issues re venue, forum or choice of law provisions.

1.90

02/01 /1 0

Brendt Butler Review materials re drafting letter to insurance company


re business interrption coverage.

5.20

02/02/10

Catherine Parsons Begin researching and analyzing whether a suit may be brought by client against insurer in California.
Brendt Butler Review documents re business interrption.
Brendt Butler

3.30

02/02/1 0

2.90

02/03/1 0

4.30

Rcview materials and draft letter to insurance company in response to denial of claim.
02/04/1 0

Brendt Butler Draft letter re business interrption claim.


Catherine Parsons Analyze issues re whether client can bring suit against
insurer in Alaska.

3.50

02/05/1 0

0.70

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

023353-0043 Page No.2


02/05/1 0

Pacific Energy Resources Ltd. March 5, 2010


ATTORNEYS AT LAW

RUTAN & TUCKER, LLP

Business Interrption Insurance and Insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 578(

Brendt Butler Draft letter to insurance company in response to denial


of claim.

5.30

02/08/1 0

Brendt Butler Draft and revise letter to insurance company in response


to denial of claim.

6.90

02/1 0/1 0

Brendt Butler Research re several insurance issues re business


interrption coverage.

4.80

0211 1 /1 0

Brendt Butler Finalize letter re business interrption insurance. Brendt Butler Review Dempsey materials and videos and photographs
re letter.

2.30

02/1 2/1 0

1.80

02/16/10

Duke F WaWquist

2.20

Review and analysis of denial letter and begin review of


responsi ve correspondence.
02/1611 0

Brendt Butler Revise business interrption letter re various comments.


Duke F Wahlquist

1.20

02/17/10

2.80

Review, analysis and revisions to correspondence


responding to denial of claim.
02/1 7/1 0

Brendt Butler Revise business interrption letter (0.5); research re insurance issues re same (2.8).
Brendt Butler

3.30

02/18/1 0

1.30

Revise business interrption letter.


02/19/10
Brendt Butler

4.20

Revise business interrption letter.


02/22/10
Duke F Wahlquist

0.80

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 fumished to you. The abbreviation (PAl, (LC),or (DC) following an individual's name denotes paralegal, law clerk or document clerk.

Pacific Energy Resources Ltd. March 5, 2010


AllOKNEYS AT LAW

RUTAN & TUCKER, LLP

023353-0043 Page No.3


Prepare for and participate in phone conference with
clients, broker and B. Butler.

Business Interrption Insurance and Insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 578C

02/22/10

Brendt Butler Prepare for and participate in conference call re business

0.90

interrption insurance letter.


02/22/1 0

Brendt Butler Confer with D. Wahlquist re business interruption


insurance claim.

0.10

02/23/1 0

Catherine Parsons
being Analyze issues regarding the meaning of specifically prohibited by civil authorities from access to propert and research same with respect to a provision in an insurance policy.

2.40

02/23/1 0

Brendt Butler Revise business interrption insurance letter and e-mail to J. Kuritz. Catherine Parsons

0.60

02/24/1 0

2.70

being Further analyze issues regarding the meaning of specifically prohibited by civil authorities from access to propert and research same with respect to a provision in an insurance policy.
02/25/1 0

Catherine Parsons Further analyze issues regarding the meaning of being specifically prohibited by civil authorities from access to propert and research same with respect to a provision in an insurance policy.
Brendt Butler Conference call with the company and lenders re
business interrption insurance claim.

1.90

02/26/ i 0

1.00

02/26/10

Duke F Wahlquist Phone conference with client representatives, bankers, broker (0.8); conference with B. Butler, P. Parmes regarding protecting confidentiality of attorney-client advice with respect to communications with bankers

1.20

Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.

An additional statement covering such disbursements wil be fumished to you. The abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal. law c1ern or document c1ern.

RUTAN & TUCKER, LLP

023353-0043 Page No.4


(0.2) and with B. Butler regarding formulation of

Pacifc Energy Resources Ltd, March 5, 20 I 0

ATTORNEYS AT LAW

Business Interrption Insurance and Insurance Return Premiums on Cancellation of Alaska Coveragelnvoice No. 578(

written

analysis of claim (0.2).

02/26/1 0

Brendt Butler Confer with D. Wahlquist re letter to lenders analyzing claim and common interest agreement (0.30); draft common interest agreement with lenders (1.60). Brendt Butler Begin drafting analysis of business interrption claims for the lenders.

1.90

02/26/1 0

2.70

Total Hours
Total Professional Services

74.10
$29,013.00

Total Current Fees

Prior Balance Due

$29,013.00 7,330.00 $36,343.00

Total Balance Due

ACCOUNTS RECEIVABLE
0-30 DAYS
$36,343.00
31- 60 DAYS $0.00
61- 90 DAYS $0.00

91-180 DAYS $0.00

OVER 180 $0.00

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 individual's name denotes paralegal, law clerk or document clerk.

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELAWARE


Chapter 1 1

PACIFIC ENERGY RESOURCES LTD., et at., 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 151 day of April 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 February 1-28,2010

c J/M'
Sworn to ~ Subscribed before
me this -i day of April 2010

Kat' . n Forte Finlay n . :


MARY E. CORCORAN NOTARY PUBLIC STATE OF DELAWARE
My Commission Expires Nov. 4, 2011

~~~

Notar Pu ic
Commission

Exp.:

the Debtors' federal tax identification 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 Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all ofthe Debtors is 111 W.
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

Pacific Energy Resources Ltd. Fee App Service List


Case No. 09-10785
Document No. 147432

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

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) 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 11 I 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 Office 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, PAl 91 03

Wilmington, DE 1980 I
Hand Delivery (Copy Service)
Parcels, Inc.

First Class Mail


(counsel to Offcial 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


(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, Ste 1250

Dallas, Texas 75201


Overnight Delivery

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

325 N. St. Paul, Ste 1250

Dallas, Texas 75201


68773-001\DOCS_DE: 147432. i

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