IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)

Objection Deadline: October 29, 2009 at 4:00 p.m. Hearing Date: December 8, 2009 at 2:00 p.m.

FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM JUNE 26. 2009 THROUGH AUGUST 31. 2009
Name of Applicant:
Loeb & Loeb LLP

Authorized to Provide Professional

Services to:

Debtors and Debtors in Possession

Nunc Pro Tunc to June 26,2009, by order

Date of Retention:

entered on or about September 9,2009

June 26, 2009 through August 31, 2009
$24,830.00
$ 7.20

Period for which Compensation and

Reimbursement is Sought:

Amount of Compensation Sought as Actual,

Reasonable and Necessar:

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

This is a:
_ monthly
i interim

_ final application.

The total time expended for fee application preparation is approximately 4.0 hours and the corresponding compensation requested is approximately $1,200.00.

i The Debtors in these cases, along with the last four digits of each ofthe 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 i I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

LA1900067.2 214482-10001

PRIOR APPLICATIONS FILED

None.

LOEB & LOEB PROFESSIONALS

Name of Professional

Position. of the Applicant,

Number of

Hourly

Individual

Years in that

Biling
Rate (including Changes)
.

Total Hours

Total Compensation

Position, Prior Relevant

Biled

Experience, Year of Obtaining

License to Practice, . Area of. :

Expertise
Alan J.Tarr
Partner 1999; Member of

NY Bar '. .
.,
NEB

$825.00 $650.00

14.5

$11,962.50
$1,885.00

since 1979

Thomas Lawson

Parner 1987; Member of

2.9

Bar since 1977 and CA Bar since 1980

Vadim J. Rubinstein

Parner 2009; Member of

NY Bar

$575.00

19.1

$10,982.50

since 1998

Total Hours: 36.5

Grand Total: $. 24,830.00

COMPENSATION BY CATEGORY

ProiectCate~ories
Retention Tax Issues

Total Hours
2004 16.1

Total Fees
$11,890.00 $12,940.00

EXPENSE SUMMARY

Expense Category
Reproduction/Scan Copy

Total Ex enses
$ 7.20

LA 1900067.2

214482-10001

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11
)

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

Debtors. )

) (Jointly Administered)

Objection Deadline: October 29, 2009 at 4:00 p.m. Hearing Date: December 8, 2009 at 2:00 p.m.

FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM JUNE 26. 2009 THROUGH AUGUST 31. 2009
the United States Code (the

Pursuant to sections 330 and 331 of

Title 11 of

"Banruptcy Code"), Rule 2016 of

the Federal Rules of

Bankptcy Procedure (collectively, the

"Banruptcy Rules"), and the Court's "Administrative Order Under 11 U.S.c. 1 05(A) and
331 Establishing Procedures for Interim Compensation and Expense Reimbursement of
Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative

Order"), Loeb & Loeb LLP ("Loeb" or the "Firm"), special tax counsel to the Debtors and
Debtors in Possession ("Debtors"), hereby submits its First Quarterly Application for
Compensation and for Reimbursement of Expenses for the Period from June 26, 2009 through

August 31, 2009 (the "Application").

By this Application, Loeb seeks quarterly interim allowance of compensation in
i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

Holdings, LLC (tax 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 mailng address for all of the Debtors is I I I W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

LA 1900067.2

214482-10001

the amount of

$24,830.00 and actual and necessar expenses in the amount of

$7.20, and total

payment of

$24,837.20 for the period June 26, 2009 through August 31, 2009 (the "Interim

Period"). In support of this Application, Loeb respectfully represents as follows:

Backi!round
1. On March 9, 2009 (the "Petition Date"), the Debtors fied voluntary

petitions for relief under chapter 11 of the Bankptcy Code. The Debtors continue in possession
of their properties and continues to operate and manage

their business as debtors in possession

the Banptcy Code. A Committee of

pursuant to sections 11 07(a) and 1108 of

Unsecured

Creditors ("Committee") was appointed on or about March 19,2009. No trustee or examiner has
been appointed in the Debtors' chapter 11 cases.
2. The Cour has jurisdiction over this matter pursuant to 28 U.S.C. 157
and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
3. On or about April 8, 2009, the Court entered the Administrative Order,

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

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

The Administrative Order provides, among other things, that a Professional may submit monthly

fee applications. 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 31,2009, 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
LA 1900067.2

214482-10001

4. The retention of Loeb, as special tax counsel to the Debtors, was approved

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

the

Banptcy Code and Rule 2014 of

the Federal Rules of

Bankptcy Procedure and Local Rule

Loeb & Loeb LLP as Special Tax Counsel

2014-1 Authorizing the Employment and Retention of

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

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

LOEB'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and

Its Source

5. In light of

Loeb's recent retention, Loeb has not fied any monthly fee

applications and has received no payment for services rendered during the Application Period.

By this Application, Loeb seeks quarerly interim allowance of compensation and requests that

the Court approve payment of one-hundred percent (100%) of the fees and expenses incured by
Loeb during the Interim Period of June 26, 2009 through and including August 31, 2009.
6. At all relevant times, Loeb has been a disinterested person as that term is

defined in Section 101(14) of

the Bankptcy Code and has not represented or held an interest

adverse to the interests of the Debtors.

7. All services for which Loeb requests compensation were performed for or

on behalf of the Debtors and not on behalf of any committee, creditor or other person.

LA 1900067.2

214482-10001

8. Loeb has received no payment and no promises for payment from any

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

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

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

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

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

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

the Banptcy Code, the

Banptcy Rules, the Local Rules and the Administrative Order. Loeb's time reports are
initially prepared by or on behalf of the attorney or paralegal performing the described services.

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

services other than in a case under the Bankptcy Code.

Actual and N ecessarv Expenses

10. A summar of actual and necessary expenses incurred by Loeb for the
Interim Period is attached hereto as par of Exhibit A. Loeb customarily charges $0.10 per page
for photocopying expenses related to cases, such as this one, arising in Delaware. Loeb's
photocopying machines automatically record the number of copies made when the person that is
doing the copying enters the client's account number into a device attached to the photocopier. Loeb summarizes each client's photocopying charges on a daily basis.

6
LA 1900067.2

214482-10001

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

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

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

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

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

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

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

computerized legal research. Loeb bils its clients the actual amounts charged by such services, with no premium. Any volume discount received by Leb is passed on to the client. No such
expenses are sought during the Interim Period.
13. Loeb believes the foregoing rates are the market rates that the majority of

law firms charge clients for such services. In addition, Loeb believes that such charges are in
accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's

Statement of Principles, dated January 12, 1995, regarding biling for disbursements and other
charges.

Summary of Services Rendered

14. The names of

the Loeb attorneys 'v\Tho have rendered professional services

in these cases during the Interim Period, and the paralegals and case management assistants of
Loeb, if any, who provided services to these attorneys during the Interim Period, are set forth in
the attached Exhibit A.

LA1900067.2 214482-10001

15. Loeb, by and through such persons, has prepared its initial retention

application submitted to the Cour for consideration, advised the Debtors with respect to tax
matters in connection with the Debtors' banptcy cases, met with certain paries in interest

concerning certain tax matters and performed all necessary professional services which are
described and narrated in detail below.

Summary of Services bv Project

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

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

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

These services performed, by categories, are generally described below, with a more detailed
identification of the actual services provided set forth on the attached Exhibit A.
: A. Tax Issues
17. This category includes work related to tax issues. During the Interim

Period, Loeb attorneys, among other things, researched certain tax issues, analyzed the tax
treatment of potential transactions contemplated by the Debtors, drafted a memorandum for the
Debtors addressing the tax implications of certain alternative structures in bankptcy, and

participated in conferences with various paries in interest concerning tax issues.

Fees: $12,940;

Hours: 16.1

B. Retention of Loeb & Loeb LLP

18. This category includes work related to the retention of Loeb. During the

Interim Period, the Firm, among other things, prepared its retention papers and performed due

8
LA 1900067.2

214482-10001

diligence with respect thereto, reviewed the docket in these cases and relevant pleadings
pertaining to professionals generally, and coordinated the fiing of

its retention application with

the Debtors' retained professionals.

Fees: $11,890;

Hours: 2004

Valuation of Services
19. Attorneys and paraprofessionals of

Loeb expended a total 32.6 hours in

the Debtors during the Interim Period, as follows:

connection with their representation of

Name

of Professional

Position. of the Applicant,

Hourly

Individual

..

Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise
Number of

Biling
Rate (including Changes)
$825.00 $650.00

Total Hours

Total Compensation

Biled

Alan J. Tar
Thomas Lawson

Partner 1999; Member of NY Bar

since 1979
Partner 1987; Member of NEB

14.5

$11,962.5

2.9

$1,885.00

Bar since 1977 and CA Bar since

1980

Vadim J. Rubinstein

Parner 2009; Member of

NY Bar

$575.00

19.1

$10,982.50

since 1998
Grand Total: $ 24,830.00

Total Hours: 36.5

20. The nature of

work performed by these persons is fully set forth in

this character. The

Exhibit A attached hereto. These are Loeb's normal hourly rates for work of

reasonable value of the services rendered by Loeb for the Debtors during the Interim Period is
$24,830.00.
21. In accordance with the factors enumerated in section 330 of

the

Banuptcy Code, it is respectfully submitted that the amount requested by Loeb is fair and
reasonable given (a) the complexity ofthe case, (b) the time expended, (c) the nature and extent

9
LA 1900067.2

214482-10001

of the services rendered, (d) the value of such services, and (e) the costs of comparable services
other than in a case under the Banptcy Code. Moreover, Loeb has reviewed the requirements
of

DeL. Ban. LR 2016-2 and the Adminstrative Order and believes that ths Application

substatially complies with such Rule and Order.

WHREFORE, Loeb respectfully requests that the Cour enter an Order, in the
form attched hereto, providing that an interim allowance be made to Loeb for the period June

26,2009 though August 31, 2009, an interim allowance be made to Loeb in the sum of$24,830,

as compensation for necessar professional services rendered, and the sum of $7.20 for actul
and necessar expenses, for a tota of

$24,837.20; that the Debtors be authorized and directed to

pay Loeb the ful outstanding amount of such claims; and for such other and fuer relief as ths

Cour may deem just and proper.

Dated: October 9,2009

..

Vdim . Rubinstein 345 Park Avenue New York, NY 10154-1895

Telephone: (212) 407-4000

Facsimile: (212) 407-4990

Special Tax Counsel to the Debtors and Debtors in Possession

LA1900067.2 214482-10001

10

VERIFICATION

STATE

OF

NEW

YORK

COUNTY OF NEW YORK

Vadim J. Rubinstein, afer being duly sworn according to law, deposes and says:
a) I am a parner of

the applicant law firm Loeb & Loeb LLP, and have been
the State of

admitted to practice law before the Cours of

New York.

b) lam famliar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of

Loeb.

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

are tre and correct to the best of my knowledge, information and belief. Moreover, I have

reviewed DeL. Ban. LR 2016-2 and the Administrative Order entered on or about April 8,
2009, and submit that the Application substantially complies with such Rule and Order.

~
SWORN AN SUBSCRIBED
before me thisq:day of Dc.--iw ,2009.
Notar Public

- Vadim . RUbi':

~c-

My Commssion Expires:

Oufted in Ne Yo Co Collon ~_1t. 2011

TIMO 8. CUMINS No Public. Stte of New Yo No.01CU61130

LA1900067.2 214482-10001

EXIBIT A

. LOEB&

LOEBLL

345 PAR AVENUE NEW YORK, NY 10154 (212) 407-4000 IRS #95-1780806

OCTOBER 6, 2009
PACIFIC ENERGY RESOURCES L ro.

INOICE NO. 1373039

ATI: GERRY TYONIU, CFO

ILL W. OCEAN BL YD., SUIT 1240 LONG BEACH, CA 90802

. PAYMENT DUE UPON RECEIPT

RE: TAXMAITERS
OUR FILE

NO: 214482-10001
24,830.00

FEE FOR PROFESSIONAL SERVICES . ATTACHED DETAIL RENDERED AS PER

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER A IT ACHED DETAIL

7.20

TOTAL CURRNT AMOUNT DUE

24,837.20

II LOEBLLP LOEB&

FILE NUMBER 214482-10001

10125

PACIFIC ENERGY RESOURCES LTD. TAX MATIERS

10/6/2009
IN: 1373039

PAGE 1

Date
6/26/09 6/29/09

TK

Description of Services Rendered

REVIEW MEMO FROM CLIENT ON TAX ISSUES; CALLS W/ A. TAR AND i. KHRASCH.
REVIEW SPREADSHEETS RE POSSffLE TRASACTIONS, ANALYSIS, RESEARCH RE TAX ISSUES, TELEPHONE CONFERENCE WITH

Hours
0.7

TL
AJT

4.4

CLIENT, KHRASCH RE SAM

6/30/09
7/1/09 7/2/09 7/7/09

AJT AJT AJT

RESEARCH RE STRUCTU, TAX ISSUES, PLANNING

WORK ON MEMO, RESEARCH

3.2
1.2

DRAFT MEMO RE TAX ISSUES, RESEARCH RE SAME, CONFERENCE

3.0 0.6

WITH SETIINRI RE MEMO

TL
AJT
AJT

REVIEW MEMO ON TAX ISSUES.

7/11/09 7/13/09

EMAILS RE STRUCTURE

0.2
0.8

TELEPHONE CONFERENCE WITH ANTHONY CARBONE (BINGHA) RE STRUCTU, TAX ISSUES, EMAILS, REVIEW PROJECTIONS,
TELEPHONE CONFERENCE WITH CARBONE, SCRINER

7/13/09 7/14/09

TL
AJT

REVIEW TAX ISSUES RE: CALIFORNIA SALES TAX.

1.6 0.3

TELEPHONE CONFERENCE WITH WHIE (SKADEN) RE TAX

ATTUTES
CONFERENCE WITH L. JUCH REGARING RETENTION AND
RELATED ISSUES (.3). COORDINATE MOTION PAPERS WITH STAFF (1.2). REVIEW DOCKET AND ORDERS ENTERED PERTAINING TO PROFESSIONALS (.5) 2.0

7/14/09

VJR

7/15/09
7/15/09

AJT

CONFERENCE WITH RUBINSTEIN RE APPLICATION FOR ENGAGEMENT

ANALYZE CONFLICT CHECK RESULTS AND CORRSPOND INTERNALLY REGARDING SAME; CONFERENCE WITH L. JURCH

0.4

VJR

2.8

REGARDING SAME (.5). BEGIN DRAT OF TAR CERTIICATION.

1111 LOEB&

_ LOEBLLP

FILE NUMBER 214482-10001

10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009
IN: 1373039

PAGE 2

Date
7/16/09

TK
VJR

Description of Services Rendered

CONFERENCE WITH L. JUCH REGARDING ENGAGEMENT AND ENGAGEMENT LETTER (.2). CORRSPOND WITH G. RICE AND M.

Hours
1.8

RAIRZ REGARING ENGAGEMENT LETTER AND RELATED ISSUES (.3). DRAFT TARDECLARATION (1.3).
7/17/09

AJT

TELEPHONE CONFERENCE WITH GRAY (BINGHA) RE STRUCTURE OF TRANSACTION, BASIS INFORMATION, TELEPHONE CALL TO ACCOUNTANT RE SAME

0.2

7/17/09 7/18/09

VJR VJR

PREPARIG TARR DECLARATION.

FINALIZE FIRST DRAT OF MOTION, PROPOSED ORDER AND DECLARATION AND CORRSPOND WITH L. JUCH REGARING
SAME.

1.7

2.0

7/20/09
7/20/09

AJT

EMAILS RE TAX BASIS OF ASSETS, EMAIS WITH RUBINSTEIN RE APPLICATION TO BE RETAIND

0.1

VJR

CONFERENCES WITH A. TARR AND S. GIORDANO REGARING

RETENTION ISSUES AND CONFLICT MA TIRS; RUN ADDITIONAL CONFLICT CHECKS. CORRSPOND WITH L. JURICH REGARDING SAME.

0.8

7/21/09

AJT

REVIEW REVISED DRAFT OF AFFIDAVIT IN CONNCTION WITH RETENTION APPLICATION, COMMENTS RE SAME, CONFERENCE WITH RUBINSTEIN RE SAME
ANALYZE CONFLICT SEARCH RESULTS AND COORDINATE ADDITIONAL SEARCHES WITH ACCOUNTING. CONFERENCES WITH A. TARR AND S. GIORDANO REGARING RETENTION PAPERS. AMEND RETENTION PAPERS AND FORWAR TO PACHUSKI WITH COVER.
TELEPHONE CONFERENCE WITH RUBINSTEIN RE APPLICATION FOR RETENTION

0.4

7/21/09

VJR

2.8

7/22/09 7/23/09

AJT

0.1
1.7

VJR

DRATING ENGAGEMENT LETTER. CORRSPOND WITH ACCOUNTING REGARDING DISCLOSURS.

II. LOEB& LOEBLLP

FILE

NUMBER 214482-10001
10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

10/6/2009
IN: 1373039

PAGE 3

Date
7/24/09

TK
VJR

Description of Servces Rendered

FINISH DRAFT OF RETENTION LETTER AND REVIEW ADMINISTRATIVE ORDER REGARDING PROFESSIONALS WITH

Hours
1.7

RESPECT TO SAM. REDLIN AGAINST LOEB STANDAR FORM

AN TRANSMIT TO L. JUCH WITH COVER.
7/29/09
8/4/09 8/5/09

VJR

CORRSPOND AND CONFERENCE WITH S. GIORDANO REGARDING ENGAGEMENT ISSUES.

0.3
0.3

VJR
VJR

REVISE ENGAGEMENT LETTER AND CORRSPOND WITH S.

MCFARLAND REGARING SAM.

CONFERENCES WITH S. MCFARLAND AND A. TARR REGARING RETENTION ISSUES. MAKE ADDITIONAL CHANGES TO DECLARATION AND CONFERENCE WITH L. JUCH REGARDING
SAME.
0.6

8/6/09
8/1 0/09

AJT AJT

TELEPHONE CONFERENCE WITH RUBINSTEIN RE RETENTION APPLICATION REVIEW REVISED DRAFT OF RETENTION APPLICATION, COMMENTS, SIGN AFFIDAVIT

0.1
0.1

8/1 0/09

VJR
VJR

FINALIZ RETENTION DOCUMNTS AND CORRSPOND WITH S.

0.4
0.2

MCFARLAN REGARING SAM.

8/18/09

TEND TO REQUEST FROM A. MCFARAND REGARING JU AND

JULY TIME.

Time & Fee Summary Timekeeper

AJ TARR
T LAWSON

Hours
14.5

Rate
825

Fee Value
11,962.50
1,885.00

2.9
19.1

650
575

V J RUBINSTEIN TOTAL

10,982.50

36.5

24,830.00

II... LOEB& LOEBLLP

FILE

PACIFIC ENERGY RESOURCES LTD.

10/6/2009
IN: 1373039

NUMBER 214482-10001
10125

TAX MAITRS

PAGE 4

Date

Description of

Disbursements Ref

No.

Amount
7.20

9/30/09 PHOTOCOPY

Total Fees Total Disbursements

24,830.00 7.20

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAR

In re:

)
) ) ) )

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

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

ORDER GRANTING FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM JUNE 26. 2009 THROUGH AUGUST 31. 2009
Loeb & Loeb LLP ("Loeb"), as special tax counsel for the Debtors in the above
captioned cases, filed a First Quarterly Application for Allowance of Compensation and

Reimbursement of Expenses from June 26, 2009 through August 31, 2009 (the "First Quarerly

Application"). The cour has reviewed the First Quarterly Application and finds that: (a) the
Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) notice of

the

First Quarerly Application, and any hearing on the First Quarterly Application, was adequate
under the circumstances; and (c) all persons with standing have been afforded the opportunity to

be heard on the First Quarterly Application. Accordingly, it is hereby

ORDERED that the First Quarterly Application is GRANTED, on and interim

basis. Debtors in the above cases shall pay to Loeb the sum of $24,830.00 as compensation and

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

the Debtors' federal tax identification

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

Holdings, LLC (tax 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 mailng address for all of the Debtors is i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

LA 1 900822. 1

214482-10001

$7.10 as reimbursement of expenses, for a total of $24,837.10 for services rendered and
disbursements incurred by Loeb for the period June 26, 2009 through August 31, 2009.

Dated:

United States Banptcy Judge

LA 1 900822. 1

214482-10001

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWARE

Chapter 11

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

) )

Debtors. )

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

)
Hearing Date: December 8, 2009 at 2:00 p.m. Objection Deadline: October 29, 2009, at 4:00 p.m.

NOTICE OF FILING OF FIRST QUARTERLY APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS FOR THE PERIOD JUNE 26. 2009 THROUGH AUGUST 31. 2009
TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case.
Loeb & Loeb LLP ("Loeb"), special tax counsel to Pacific Energy Resources
Ltd.., et al. (the "Debtors") has filed the attached First Quarterly Application

for Compensation

and Reimbursement of Expenses of Loeb & Loeb LLP, Special Tax Counsel to the Debtors and

Debtors in Possession, for the Period from June 26, 2009 through August 31, 2009 (the
"Application") with the United States Banptcy Court for the District of

Delaware, 824 Market

Street, Wilmington, Delaware 19801 (the "Banruptcy Court"). Pursuant to the Application,
Lazard seeks compensation for services rendered to the Debtors in the amount of $24,830.00 and

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

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

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

reimbursement of costs incured upon the Debtors' behalf

in the amount of

$7.20 (the

"Application").

Objections or responses to the Application, if any, must be made in writing, fied

with the United States Bankptcy Court for the District of Delaware, Marine Midland Plaza,
824 Market Street, 3rd Floor, Wilmington, Delaware 19801 no later than October 29, 2009, at
4:00 p.m. prevailng Eastern time.

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

that they are received not later than October 29,2009,4:00 p.m., prevailng Eastern time, by (a)
the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach,

CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue,
24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director;
(b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih

Floor, Wilmington, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:
ioneilCfpszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,

11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharashCfpszilaw.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; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiperCfsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail:

icarignan~pepperlaw.com (the "Notice Paries")

A HEARING ON THE APPLICATION shall occur on December 8, 2009 at
2:00 p.m. before The Honorable Kevin J. Carey, at the United States Bankuptcy Court, 824
Market Street, 5th Floor, Courtroom No.5, Wilmington, Delaware.

IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH

THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE

APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: October 9,2009

PACHULSKI STANG ZIEHL & JONES LLP

I D. arasch (CA Bar No. 109084)

cott E. McFarland (DE BarNo. 4184, CA BarNo. 165391)

obe M. Saunders (CA Bar No. 226172)

am E. O'Neil (DE Bar No. 4042)

leen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharaschCfpszilaw.com

smcfarlandCfpszi law .com

rsaunders~pszilaw.com ioneil~psziiw.com
kmakowskiCfpszi law.com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 53824. i

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

) ) ) ) )

Chapter 11

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

AFFIDAVIT OF SERVICE

STATE OF DELA WARE )

) ss:

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 9th day of October, 2009 she caused a
copy of

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

the maner indicated:

Notice and Quarterly Fee Application of

Loeb & Loeb LLP as Special Tax

Counsel for the Debtors for the Period June 26 - August 31, 2009

MARY E. C()RCORAN NOTARY PUBLIC STATE OF DELAWARE

/1/4id1

My commission exoir+" :\1.)\1 4. 2009

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of

the Debtors is 1 i 1 W.

Ocean Boulevard, Suite i 240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432

Hand Delivery
(Counsel to Official Committee of

Unsecured

03 - Hand Delivery 06 - First Class Mail

Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

01 - Interoffce 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. Gerr Tywoniuk

Senior Vice President & CFO Pacific Energy Resources
111 We. Ocean Boulevard, Ste 1240

Long Beach, CA 90802

Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor

First Class Mail (Debtors)

Mr. Scott W. Winn Senior Managing Director Zolfo Cooper
1166 Sixth Avenue, 24th Floor

New York, NY 10026

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

Los Angeles, CA 90067

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

Dallas, Texas 75201

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

Vito 1. DiMaio 230 N. Market Street Wilmington, DE 19801

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, P A 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

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

68773-001\DOCS_DE: 147432. 1