Chapter 1 I
Objections Deadline:
THIRD QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP, AS SPECIA COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 2009
Name of Applicant: Authorized to Provide Professional
Services to:
Rutan & Tucker LLP Special Counsel to Debtors and Debtors in Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and
$250,597.00
$951.66
Necessar:
This is a:
_ monthly
i interim
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdigs, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska OperatIng LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 1 I 1 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802. 2 The applicant reserves the right to include any time expended in the time period
2123/023353-0031 1062029.01001119/10
The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $ I ,900.00.
Date .
8/1 0/09
Requested
Requested
$ 12,304.78
Approved
$348,269.50
Approved
$12,304.78
10/14/09
$1,047.04
RUTAN PROFESSIONALS
Position of the Applicant, Number of
Years in that Position,
Name of Professional
.. W' .
Hourly,
Biling
Rate (including
Penelope Pares
r'
Total Hours
Rilp.tl
1.5
~ Total
$937.50
$625.00
Duke Wahlquist
Gregg Amber
Partner 1992; Member of CA State Bar since 1982; Member of Trial GrouD
Parner since 1998;
$550.00
.4
$220.00
$550.00
51.4
$28,270.00
$550.00
.5
$250.00
Cristy G. Parker
$450.00
300.4
$ 1 35, I 80.00
3 On July 14, 2009, Rutan filed its initial First Quarerly Fee Application. On August
10,2009, Ruta fied its Amended First Quarerly Fee Application.
2123/023353-003 i
1062029.01 001/19/10
-2-
Name of Professional
I '. .. .
Hourly,
-.
2008;
Billng Rate
(including
--
Mattew Grimshaw
Cornornte Law Groiin Associate since 2002; Member of CA Bar since 2000; Member of Financial Practice Groun
Parner since
TotaJ
$380.00
$10,792.00
Edson McClellan
$375.00
3.7
$1,387.50
Shawn MonterastelI
R ushika
$375.00
133.6
$50,099.50
$335.00
1.2
$402.00
Kumararatne
Shigenobu Itoh
Associate since 2006 ; Member of CA Bar since 2006; Member of Cornorate Law Groun Associate since 2007; Member of CA Bar since 2005; Member of
r.nrnorate Law GrouD Associate since 2007;
$325.00
35.9
$11,667.50
$325.00
7.2
$2,340.00
Catherine Parsons
$250.00
6.3
$1,575.00
$215.00 $215.00
.8
$ I 72.00
Member of Corporate
Law Groun
19.9
$4,278.50
2123/023353-0031
1062029.01 001119/10
-3-
COMPENSATION BY CATEGORY
28.4
28
18.1
I.I
9.6 16.8 2.4
1
EXPENSE SUMMARY
4
Total
14.44 $73.43
Rec i ts attched
Dated: Januar 19,2010
email: mgrshaw(irutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
4 Ruta may use one or more service providers. The service providers identified herein
below are the primar service providers for the categories described.
2123/023353-0031
1062029.01 001119/10
-4-
Chapter 1 1
THIRD QUARTERLY 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 SEPTEMBER 1. 2009 THROUGH NOVEMBER 30. 2009
Pursuant to sections 330 and 33 I of Title 11 of the United States Code (the
US.C. 105(A) and 331 Establishing Procedures for Interim Compensation and
Expense Reimbursement of Professionals and Commttee Members," entered on or about
April 8, 2009 (the "Administrative Order"), Ruta & Tucker LLP ("Ruta" or the
"Firm"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Thid Quarerly Application for Compensation and for Reimbursement of
The Debtors in these cases, along with the las four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska -Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031 1062228.01001/19110
Expenses for the Period from September I, 2009 though November 30, 2009 (the
"Application").
By this Application Ruta seeks an interim allowance of compensation in the
amount of $250,597.00 and actual and necessary expenses in the amount of $951.66 for a
tota allowance of $251,548.66 and payment of the unpaid portions of such amounts for
the period September 1, 2009 though November 30, 2009 (the "Interim Period"). In
support of
Backf!round
2009. No trstee or examiner has been appointed in the Debtors' chapter I I cases.
2. The Cour has jurisdiction over ths matter pursuant to 28 U.S.C. 157
Professional may submit monthy 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
2123/023353-0031 1062228.01001119/10
-2-
percent (100%) of the requested expenses. Beginning with the period ending May 3 I,
2009, at thee-month intervals, each Professional shall fie and serve an interim application for allowance of the amounts sought in its monthy fee applications for that
period. All fees and expenses paid are on an interim basis until final allowance by the
Cour.
4. The retention of Ruta, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by ths Cour's "Order Granting
Debtors' Application Pursuat to Sections 105(A), 327, 328, and 330 of the Banptcy
Code Authorizing Debtors to Retain, Employ and Compensate Ruta & Tucker, LLP as
Special Corporation and Litigation Counsel," entered on or about May 1, 2009 (the
6. Ruta 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
agreement or understanding between Ruta and any other person other than the parers
of Ruta for the sharng of compensation to be received for services rendered in ths case.
Ruta received payments from the Debtors during the year prior to the Petition Date in
the amount of $2,437,169.16.
After the Petition Date, Rutan obtained the Court's
2123/023353-0031
1062228.01 001119/10
-3-
permission to draw on its prepetition retaner to pay the amounts owing to it as of the
Petition Date. The balance remaining from the prepetition retainer was credited to the
Debtors and is being utilzed as Ruta's retainer to apply to postpetition fees and
expenses pursuant to the compensation procedures approved by this Cour and the
Banptcy Code.
Order.
8. On October 20, 2009, Rutan filed its Seventh Monthy Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special
Counsel to the Debtors and Debtors in Possession for the Period from September I, 2009
though September 30, 2009. The Seventh Monthly Fee Application seeks approval of
$90,318.50 in fees and $1 12.33 in expenses. Pursuat to the Administrative Order, Ruta
was authorized to receive $72,254.80 in fees and $112.33 in expenses. A true and correct
copy of
9. On November 24, 2009, 2009, Ruta filed its Eighth Monthy Application
for Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP as
Special Counsel to the Debtors and Debtors in Possession for the Period from October 1,
2009 though October 31, 2009. lbe Eighth Monthly Fee Application seeks approval of
$67,767.50 in fees and $772.08 in expenses. Pursuant to the Administrative Order, Ruta
was authorized to receive $54,214.00 in fees and $772.08 in expenses. A tre and correct
copy of
2 i 23/023353-003\
1062228.010011191\0
-4-
10. On December 9, 2009, Ruta filed its Ninth Monthly Application for
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP as Special
Counsel to the Debtors and Debtors in Possession for the Period from November 1, 2009
though November 30, 2009. The Ninth Monthy Fee Application seeks approval of
$92,511.00 in fees and $67.25 in expenses. Pursuant to the Administrative Order, Ruta
was authorized to receive $74,008.80 in fees and $67.25 in expenses. A tre and correct
copy of
other detailed information that is required to be included by the Banptcy Code, the
(100%) of the fees and costs incured by Rutan during the Interim Period of September I,
2009, though November 30, 2009.
13. The professional services for which Ruta seeks interim allowance of
compensation, and the attendat costs for which Ruta seeks reimbursement, were
rendered and incured in connection with this case as Ruta discharged its duties as
special corporate and litigation counsel for the Debtors. Ruta's services have been
necessar and beneficial to the Debtors, its estate, and the varous paries in interest.
14. Under 330 of the Banptcy Code, Rutan respectflly submits that the
amount requested by Rutan is fair and reasonable given (a) the complexity of
these cases,
2123/023353-0031
1062228.01 aOll19110
-5-
(b) the time expended, (c) the natue and extent of the services rendered, (d) the value of
such services, and ( e) the costs of comparable services other than in a case under the
Banptcy Code. Furter, Rutan has reviewed Local Rule 2016-2 and the
Administrative Order and believes that ths Application complies with requirements of
approving and allowing on an interim basis Rutan's fees in the amount of $250,597.00
and costs in the amount of $951.66, for a total allowance of $251,548.66; (ii) directing
the Debtors to pay Rutan the outstading amount of such sums; and (iii) granting Ruta
such other and further relief as the Cour deems just and proper.
t~
Telephone: 714-641 -5 I 00
Facsimile: 714-546-9035
Email: mgrmshaw~ruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
2123/023353-0031 1062228.01001119110
-6-
VERIFICA TION
State of California )
County of Orange )
)
Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of
California.
Expenses of
the Debtors and Debtors in Possession for the Period from September 1, 2009, through
November 30, 2009 (the "Application"). To the best of
~-
tthew W. Gnshaw ~
2123/023353~031
1064524.01 001/19/10
lE
INDIVIDUAL
CORPORA TE OFFICER(S)
offcer)
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the perso#-hose nam~
is/.asubscribed to the within instrument, and acknowledged to
TITLE(S)
o o
D
PARTNER(S)
D LIMrTED
the
D GENERAL
ATTORNEY -rN-F ACT
o TRUSTEE(S)
GUARDIAN/CONSERV A TOR
ttl-
OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)
(seal)
i No lJ .Cou l 0I CG
J..- '=::~~
NUMBER OF PAGES:
DA TE OF DOCUMENT:
NOTICE OF FILING OF THIRD QUARTERLY FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR RUTAN & TUCKER LLP, SPECIAL COUNSEL FOR DEBTORS AND DEBTORS IN
POSSESSION FOR THE PERIOD SEPTEMBER 1. 2009. TO NOVEMBER 30.
2009
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee,
(iv) counsel to the Offcial Committee of Unsecured Creditors; and (v) other service paries set forth in the Interi Compensation Procedures Order entered in
this case.
PLEASE TAKE NOTICE that Ruta & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
filed the attched Third Quarterly Application for Compensation and Reimbursement of
Expenses of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in
Possession, for the Period from September 1, 2009 through November 30, 2009 (the
"Application") with the United States Banptcy Court for the Distrct of Delaware, 824
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 mailng address for all of the Debtors is 111 W. Ocean
2 i 23/023353-003 J
1062004.01 001/19/10
Market Street, Wilmington, Delaware 19801 (the "Banptcy Cour"). Pursuant to the
Application, Ruta seeks compensation for services rendered to the Debtors in the
amount of$250,597.00 and reimbursement of costs incured on the Debtors' behalf
in the
amount of$951.66.
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)
Banptcy Cour for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. prevailng Eastern time on February 9,
2010. PLEASE TAK FURTHER NOTICE that objections or other responses to the
Application, if any, must also be served so that they are received not later than February
9, 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, Att: Gerr
Tywoniuk, Senior VP & CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor,
New York, NY 10036, Att: Scott W. Winn, Senior Managing Director; (b) counsel to
the Debtors, (1) Pachulski Stag Ziehl & Jones LLP, 919 Nort Market Street, 17t1 Floor,
Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:
Jiones(coszilaw.com; (2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica
Blvd., 11th Floor, Los Angeles, CA 90067-4100; Att: Ira D. Kharasch, Esq.; Fax: 310201-0760, e-mail: ikharash()nsz law.
2123/023353-0031
1062004.01 001119110
-2-
Blvd., Ste. 1400, Costa Mesa, CA 92626, Att: Penelope Pares, Esq.; Fax 714-546-
9035, email: pparmes(grutan.com; (c) the Offce of the United States Trustee, 1. Caleb
Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington,
Delaware 1980 i, Att: Joseph McMahon, Esq. and (d) counsel for the Offcial
Committee of
Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121
A venue of the Stas, 28th Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq.,
Fax: (310) 734-3173, e-mail: kpiper(csteptoe.com and (2) Pepper Hamilton LLP,
Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Att: James C.
Carignan, Esq., Fax: (302) 421-8390, e-mail: icarignan(gpepperlaw.com.
at the convenience of the Banptcy Cour and wil occur at 824 Market Street,
Wilmington, Delaware.
2123/023353-0031
1062004.01 001119/10
-3-
EXHIBIT 1
Chapter I I
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
Parties")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Rutan"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
tied its Seventh Monthly Application jr Compensation and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession,
jr the Period from September 1, 2009 through September 30, 2009, seeking
compensation for services in the amount of $90,3 I 8.50 and reimbursement of costs
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax 1.0. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 I); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is i i i W. Ocean
2 i 23/023353-0031
10430450 i a 10/20109
Expenses for Professionals and Committee Members (Docket No. 147) (the
"Administrative Order") and must be filed with the Clerk of the United States
Bankptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on November 11,2009
(the "Objection Deadline").
that they are received not later than November 11, 2009, at 4:00 p.m. prevailng
Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn:
Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski
Stang Ziehl & Jones LLP, 919 Nort Market Street, 1 ih Floor, Wilmington, DE 198998705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionestpszilaw.com;
(2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los
Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201 -0760, e-mail:
ikharash($nszilaw.com; and (3) Ruta & Tucker, LLP, 611 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Attn: Penelope Pares, Esq.; Fax 714-546-9035, email:
ppanes($rutan.com; (c) the Offce of
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"), (i) Steptoe & Johnson LLP, 212 1 Avenue of the Stas, 28th
i 123/023353-0031
1043045.01.10/20/09
-2-
Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 173, email: kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100,1313
N. Market Street, Wilmington, DE 19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-
Application are timely filed, served and received, a hearng on the Application wil be
held at the convenience of the Bankptcy Court. Only those objections made in wrting
and timely filed, served and received in accordance with the Administrative Order and
the procedures described herein wil be considered by the Bankptcy Court at such
hearing.
Objection Deadline, the Applicant may be paid an amount equal to the lesser of (I) 80
percent of the fees and 100 percent of expenses requested in the Application or Oi) 80
percent of
~~
Email: mgrimshawrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
-3-
In re Chapter 11
PACIFIC ENERGY RESOURCES LTD., e/ al., i Case No. 09-10785(KJC)
Debtors.
(Jointly Admirustered)
Objections Deadline:
SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF RUT AN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER i, 2009 THROUGH SEPTEMBER 30, 2009
Name of Applicant:
Possession
Nunc Pro Tunc to March 9, 2009 by order
Date of Retention:
$90,318.50
$112.33
Necessar:
This is a:
.. monthJy
interim
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 1 1 i W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.
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
2123/023J5HJ031 1043057.01.10/20/09
The total time expended for fee application preparation is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
. . ~ i
Requested
Fees
Requested
""
Approved
Fpp\1
~pproved
$1,389.62
$ 1 0,542.35
$1,389.62
$ 10,542.3 5
$82,186.00
$99,630.00 $96,799.60
$ 118,934.00
$120,999.50
$372.81
$372.81
8/11/09
8/1 7/09
June i, 2009 to
$148,667.50
$327,090.00
$196.50
$486.93
$363.61
$196.50
$486.93
$261,672.00
Pending
9/30/09
Pending
RUTAN PROFESSIONALS
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Ob!aining License to. (including
$550.00
Name of Professional
Gregg Amber
Total Hours
27.5
Total
$15,125.00
Cristy G. Parker
$450.00
112.5
$50,625.00
Matthew Grimshaw
$380.00
10.6
$4,028.00
Edson McClellan
$375.00
3.7
$1,387.50
included herein.
2123/023353-0031
1043057.01 310120/09
-2-
Name of Professional
Garett Sleichter
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Obtaining License to (including
Associate since 2004; Member of CA Bar since 2004; Member of
$375.00
Total Hours
32.4
Total
$12,150.00
Rushika Kumararatne
Shigenobu Itoh
Associate since 2006; Member of CA Bar since 2006; Member of or aw Associate since 2007; Member of CA Bar since 2005; Member of
$325.00
10.6
$3,445.00
$325.00
.4
$130.00
Catherine Parsons
$250.00
2.3
$575.00
Shawn
Monterastell
Cynthia Mascio
Laurie Biegel
$335.00
1.2
$402.00
$2 I 5.00
.8
$172.00
$215.00
10.6
$2,279.00
COMPENSATION BY CATEGORY
i 1 2J/023353-003 1
1043057.01.10/20/09
-3-
EXPENSE SUMMARY
J
Total
0~_
Telephone: 714-641-5 i 00
Facsimile: 7 i 4-546-9035
Email: mgrimshawrutan.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
Ruta may use one or more service providers. The service providers identified herein
below
i 123/023353-0031
1043057.01 . I 0120/09
-4-
Chapter I I
SEVENTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM SEPTEMBER 1.2009 THROUGH SEPTEMBER 30. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
(collectively, the "Banuptcy Rules"), and the Cour'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 Seventh 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); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802.
2123/023353-0031 1043219.01.10/20109
Expenses for the Period from September J, 2009 through September 30, 2009 (the
"Application").
By ths Application Rutan seeks a monthly interim allowance of compensation in
the amount of $90,3 J 8.50 and actual and necessar expenses in the amount of $ J 12.33
for a total allowance of $90,430.83, and payment of $72,254.80 (80% of the allowed
fees) and reimbursement of $112.33 (100% of
of $72,367. i 3 for the period September 1, 2009 through September 30, 2009 (the
BackerouDd
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections 1 107(a) and 1108 of the Banuptcy Code.
specified therein. The Administrtive Order provides, among other thngs, that a
-2-
Professional may submit monthly fee applications. If no objections are made withn
twenty (20) days afer service of the monthly fee application the Dcbtors are
authorized to pay the Professional eighty percent (80%) of the requested fees and one
hundred percent (100%) of thc requested expenses. Beginning with the penod ending
May 31, 2009, at thee-month intervals, each Professional shall file and serve an
interim application for allowance of the amounts sought in its monthy fee applications
for that period. All fees and expenses paid are on an interim basis until final
allowance by the Cour.
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 105(A), 327, 328, and 330 of the
Banptcy Code Authorizing Debtors to Retain, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May
the Debtors.
6. Ruta has received no payment and no promises for payment from any
sourcc other than the Debtors for services rendered or to be rendered in any capacity
2 i 23/023353-003 1
1043219.01.10120/09
-3-
agreement or understading between Ruta and any other person other than the
parners of Rutan for the sharng of compensation to be received for services rendered
in this case.
7. Prior to the Petition Date, the Debtors provided Ruta with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incured by
Rutan on the Debtors' behalf. Rutan received payments from the Debtors durng the
year prior to the Petition Date in the amount of $2,437,169.16. After the Petition Date,
Rutan obtained the Cour's permission to draw on its pre-petition retainer to pay
certin amounts owing to it as of the Petition Date. The balance of the prepetition
retainer was credited to the Debtors and is being utilzed as Ruta's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by
application (for the period of March 9, 2009, to March 3 i, 2009), Ruta sought
approval of $ 102,732.50 in fees and $1,389,62 in expenses. Under the Adminstrative
Order, Rutan received approval of $82,186.00 in fees and $ I ,389.62 in expenses with
respect to its first monthy fee application. In its second monthly fee application (for
the period of April I, 2009, to April 30, 2009), Ruta sought approval of $1 24,537.50
in fees and $10,542.35 in expenses. Under the Administrative Order, Ruta received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its third fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.
Under the Administrative Order, Ruta received approval of $96,799.60 in fees and
-4-
$372.8 I in expenses with respect to its thrd fee application. Under its four fee
application (for June I, 2009, to June 30, 2009), Ruta sought approval of $ i 48,667.50
in fees and $196.50 in expenses. Under the Administrative Order, Rutan received
approval of $ 118,934.00 in fees and $ I 96.50 in expenses with respect to its four fee
application. Under its fifth fee application (for the period July1, 2009, to July 31,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under
the Administrative Order, Ruta received approval of$261,672.00 in fees and $486.93
in expenses with respect to its fift fee application. Under its sixth fee application
(for August I, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in
fees and $363.6 I in expenses. Ruta's sixth fee application remains pending.
9. Ruta's biling statements for the Interim Period are attched hereto as
Exhibit A. These statements contan daily time logs describing the time spent by each
attorney and paraprofessional durng the Interim Period. To the best of Rutan's
knowledge, this Application complies with sections 330 and 33 i of the Banptcy
Code, the Federal Rules of Banuptcy 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 Ruta's
computerized billng program by an administrative assistant or (b) entered directly into
Ruta'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
varety of different matters for a paricular client, separate time entries are set fort in
the time reports. Rutan's charges for its professional services are based upon the time,
2Ji310i3353.(031
1043i)9.01 alOnOlO9
~5-
nature, extent and value of such services and the cost of comparable services other
automatically record the number of copies made when the person that is doing the
copying enters the client's account nwnber into a device attached to the photocopier.
Rutan summarzes each client's photocopying charges on a daily basis.
12. Ruta 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
distace telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Rutan's calculation of the actual costs incured by Ruta 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. Ruta does not charge the Debtors for the receipt of faxes in ths case.
i 3. With respect to providers of on-line legal research services (M,,
LEXIS and WESTLA W), Ruta charges the stadard usage rates these providers
charge for computerized legal research. Rutan bils 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.
Ruta believes the foregoing rates are the market rates that the majority
-6-
of law finns 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.
case management assistats of Ruta who provided services to these attorneys durng
16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to varous corporate
and litigation matters in connection with the Debtors' banptcy 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' banruptcy cases.
provided in the category that best relates to such services. However, because certin
services may relate to one or more categories, services pertining to one category may
in fact be included in another category. lbese services performed, by categories, are
generally described below, with a more detailed identification of the actual services
provided set fort on the attched Exhibit A, which identifies the attorneys and
i I 23102335Hl03 J
1043219.01.10120/09
-7-
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 Administration
i 8. During the Interim Period, the Firm, among other things: (I) reviewed
and analyzed documents; (2) analyzed issues relating potential claims and creditor
assertions; (3) participated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $4,683.50; Hours: 10.70
B. Fee Application
19. Durng the Interim Period, the Firm, among other things: (l) prepared
its monthly fee application and supporting docwnentation; (2) reviewed and responded
to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and
(3) corresponded with others regarding Ruta's fee applications.
Fees: $3,876.00; Hours: 10.20
C. Corporate Governance
20. During the Interim Period, the Firm, among other things: (i) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and
analyzed documents; (3) updated and helped maintain the Debtors' corporate books
and records, and (4) communicated with and advised the Debtors.
21. During the Interim Period, the Firm, among other things: (i) performed
work in connection with a potential sale of certin of the Debtors' assets located in
21231023353-0031
1043219.01 .10120/09
-8-
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certain
of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential
Debtors with respect to the potential sale of certn of its Alaska assets.
Fees: $57,947.50; Hours: 129.10
. E. Beta Asset Sale
22. During the Interim Period, the Finn, among other things: (1)
maintained an online data-room to allow potential purchasers to do due dilige!lce in
connection with potential sales of assets; (2) reviewed and analyzed documents for
Beta transaction; (5) analyzed issues relating to potential sale of assets; (6) perfonned
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $4,159.50; Hours: 11.20
F. Financing
23. During the Interim Period, the Finn, among other things: (1) analyzed
issues relating to an amendment to the tenns of the debtor-in-possession financing
transaction; (2) negotiated and drafted an amendment to the debtor-in-possession
credit facility; (3) analyzed issues relating to potential transactions; (4) analyzed issues
relating to potential trsactions; and (5) communicated with and advised the Debtors
-9-
24. During the Interim Period, the Firm, among other things: (i) reviewed
and analyzed documents; (2) researched legal issues; and (3) communicated with and
advised the Debtors regarding these issues.
Fees: $1,242.50; Hours: 3.80
H. Confidentjalitv A2reements
25. During the Interim Period, the Firm, among other things: (I) negotiated
and drafted numerous confdentiality agreements in connection with the potential sale
of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors
26. During the Interim Period, the Finn, among other things: (i) reviewed
and analyzed documents; (2) communcated with and advised the Debtors regarding
certin contracts; and (3) communicated with creditors regarding certin contracts.
Fees: $3,364.50; Hours: 9.10
27. Durng the Interim Period, the Fir, among other things: (J)
communicated with varous brokers of restricted securities; and (2) analyzed issues
relating to Debtor' restricted securties.
Fees: $795.00; Hours: 1.90
i i 231023353.003 i
1043219.01 .10120/09
-10-
Valuation of Services
28. Attorneys and paraprofessionals of Ruta expended 2 i 2.6 hours in
connection with their representation of the Debtors during the Interim Period, as
follows:
RUTAN PROFESSIONALS
Position of tbe Applicant, Number of
Years in that Position,
Name of Professional
Gregg Amber
Hourly,
Biling Rate
(including
$550.00
Total Hours
27.5
Total
$15,125.00
Cristy G. Parker
-
$450.00
112.5
$50,625.00
Matthew Grmshaw
$380.00
10.6
$4,028.00
Edson McClellan
$375.00
3.7
$1,387.50
Garett Sleichter
$375.00
32.4
$12,150.00
Rushika Kumararatne
Shigenobu Itoh
$325.00
10.6
$3,445.00
$325.00
.4
$ 130.00
Catherine Parsons
$325.00
2.3
$575.00
2J 231023353-003 1
1043219.01 aJO/20/09
- I 1-
. Shawn
Name of Professional ..
Hourly,
(including
i
"" .
n. ;;
$335.00
Biling Rate
Total Hours
Rilf'il
1.2
Total
$402.00
Monterastell
Cynthia Mascio
$215.00
.8
Labor Law
$172.00
Group
Laurie Biegel
Member of Corporate
Law Groun
$215.00
10.6
$2,279.00
Grand Total:
29. The nature of the work performed by these persons is fully set fort in
30. Under 330 of the Banptcy Code, Ruta 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
value of such services, and (e) the costs of comparable services other than in a case
under the Banuptcy Code. Furher, Ruta has reviewed Local Rule 20 I 6-2 and the
Administrative Order and believes that this Application complies with requirements of
that Rule and Order.
WHEREFORE, Rutan respectflly requests that, for the period from September 1,
21231023353-0031 1043219.01.10120109
-12-
fees in the amount of $90.3 I 8.50 and expenses in the amount of $112.33, and that it be
authorized to receive a payment from the Dehtor of $72,254.80, consisting of 80% of the
allowed fees ($90,318.50) and 100% of the allowed expenses ($112.33). Rutan also
requests such other and further relief as the Court deems just and proper.
--~~
Email: mgrimshaw~ruta.com Special Corporate and Litigation Counsel for the Debtors and Debtor in Possession
21231023353-0031
1043219.01.1012010
- I 3-
VERIFICATION
State of California )
County of Orange )
)
Mattew W. Grimshaw, after being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of
Expenses of
the Debtors and Debtors in Possession for the Period from September 1, 2009, though
September 30,2009 (the "Application"). To the best of
entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.
M ttew W. Grimshaw
ii 23/023353.003 1
1043391.01 .10120/09
doument.
On 1~ day of Oct9Pe~efor'e.me,
~ /'l1 i IV
(here insert name and title of the offcer)
I!
, Notay Public
INDIVIDUAL
CORPORA TE OFFICER(S)
basis of satisfactory evidence to be the personL) whose nameEs) is/are subscribed to the within instrument, and acknowledged to
me that he/~y executed the same in his/her/their authorized capacity(~and that by hislhr!th~r signature~6) on the
instruent the personEs or the entity~) upon behalf of
TITLE(S)
which
o
o
PAR TN ER(S)
o LIMITED
the
o GENERAL
ATTORNEY-IN-FACT
o TRUSTEE(S)
o GUARDIAN/CONSERVATOR
OTHER:
SIGNER is REPRESENTING:
NAM OF PERSON(S) OR ENTITY(ff)
NUMBER OF PAGES:
DA TE OF DOCUMENT:
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95-J5'90n
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.
Date
October 5, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
4,683.50 4,683.50
Wire (nstructjons
California 18300 Von Karman Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Refereiice: Please refer to the invoice number listed above.
Union Ban of
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covenng such dlsbursemenls will be furnished to you The abbreviation (PAl. (LC).or (DC) following an individual's name denotes paralegaL. law cieri or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
October 5, 2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
4,683.50 4,683.50
Wire Instructions
Union Bank of California i 8300 Von Kannan Irvine, CA 92612
ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to thc invoice number listed above.
Additional disbursements may have been paid Or incurred on your behaff and are not renected in this statement.
An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (Le),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
Date Page
October 5, 2009
I
09/03/09
1.00
09/03/09
1.00
09/03/09
1.90
Review California onshore title conveyance documents and overriding royalty interests granted to Laurus Master Fund.
09/03/09
Garett Sleichter
1.00
09/03/09
Garett Sleichter Research and respond to Pachulski Stang request for documents.
Cristy G Parker Paricipate in weekly working group update calL.
Gregg Amber Review agenda items and participate in weekly group
update calL.
0.70
09/10/09
0.70
09/1 0/09
0.90
09/17/09
Gregg Amber
0.70
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individual's name denoles paralegal, law clerk or document clerk.
023353-0029
Page No.2
0.70
09/17/09
0.20
09/24/09
0.80
09/24/09
0.90
09/25/09
Catherine Parsons Communicate with M. Cervi regarding the client's potential record retention requirements upon dissolution.
0.20
Total Hours
Total Professional Services
10.70
$4,683.50
$4,683.50
36,320.00 (19,133.60)
17,186.40
$21,869.90
ACCOUNTS RECEIVABLE
o - 30 DA YS
$4,683.50
61 - 90 DAYS $1,619.90
91 - 180 DAYS
$3,907.50
Additional disbursements may have been paid or incurred on yor behalf and are not reflected in this stalement.
An addilional statement co..e..ing such disbursements will be fumished to you The abbreviation (PAl. (LC).or (DC) following an rndividual's name denotes paralegaL. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
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 J West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date
October 5, 2009
Fee Application
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Wire Instructions
Union Bank ofCaJifomia
i 8300 Yon Karman
Irvine, CA 92612 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number Jisled above.
AdditiDnai disbursements may have Deen paid or incurred Dn YDur behalf and are nDI ,eNected In Ihis statement.
An additiDnal sialement cDvering such disbursements will be furnished 10 you. The abbreviation (PA), (lC),or (DC) fDIIDwing an individual's name denDtes paralegal, law clen. Dr document c1en..
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
566853
023353 - 003 i James O'Neal
Date
October 5, 2009
Fee Application
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT fNVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice
Wire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine, C A 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Piea~e 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
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEY ARD 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 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
566853
023353 - 003 I J ames O'Neal
Date Page
October 5, 2009
I
Matthew Grimshaw Email exchange with S. McFarland and G. Amber re certificate of no objection to Rutan's June fee application
(.2).
0.20
09/09/09
0.20
09/11/09
Matthew Grimshaw Email to fee auditor's offce re report regarding Rutan's first interim fee application (. I); review and analyze fee auditor's report and additional information needed for reply (.4); confer with C. Parker re getting the additional information requested by the fee auditor (. i); confer with L. Willrich re obtaining additional information requested by fee auditor (. I); confer with S. Pignone and G. Amber re additional information requested by fee auditor (.2); confer with G. Sleichter re additional information requested by fee auditor (. i); confer with R. K umararatne re additional information requested by fee auditor (.1); review various emails from C. Parker containing additional information requested by fee auditor (.2); Matthew Grimshaw Email from Ms. Parnell of fee auditor's offce (.1).
1.0
09/14/09
0.10
Additional disbursements may have been paid or incurred on your behalf and are not refiected in this statement. An addillonal statement covering such disbursements will be furnished to you. Th. abbreviation (PA), (LC),or (OC) following an individual's name denoles parale9al, law clerk or document clerk
023353-003 i
Page No.2
09116/09
Matthew Grimshaw Email exchange with L. Willrich re additional information requested by fee auditor (.3); Matthew Grimshaw Review email from S. McFarland re second interim fee
application (. i).
0.30
09/2 i /09
0.10
09/22/09
Matthew Grimshaw Confer with G. Sleichter re additional information requested by fee auditor (.2); send email to G. Sleichter
re same (.1);
0.30
09/23/09
Matthew Grimshaw Begin drafting response to fee auditor's report re Rutan's first interim fee application (.7).
0.70
09/24/09
Matthew Grimshaw Analyze issues raised by fee auditor and work on same(.9); email exchange with G. Amber re reasons for overtime for response to fee auditor's report (. i); work on
second quarterly fee application (.4).
1.40
09/25/09
Matthew Grimshaw Finalize Rutan's response to Fee Auditor's initial report regarding Rutan's first interim fee application (1.0); email same to fee auditor (.1); work on August fee
application (1.8).
2.90
09/28/09
Matthew Grimshaw Email exchange with Ms. Pamell of fee auditor's office (.2); finalize August fee application (2.1).
2.30
09/29/09
Matthew Grimshaw Finalize August fee application (.2); email exchange with S. McFarland re filing same (.2).
0.40
Total Hours
Total Professional Services
10.20
$3,876.00
Additional disbursements may have been paid or incurred on your behalf and are not reflcted in this statement. An additional statement covering such disbursements wil be furnished 10 you. The abbreviation (PAl. (LC).or (OCl following an individual's nama denotes paralegal. law clerk or document clerk.
October 5,2009
023353-0031
Total Disbursements
$5.70
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
$3,881.70
18,791.26 (9,209.06)
9.582.20
$ i 3,463.90
ACCOUNTS RECEIVABLE
0- 30 DA YS
31- 60 DAYS
$3,881.70
$7,292.00
61 - 90 DAYS $1,363.00
OVER 180
$0.00
Additional disburnements may have been paid or incrred on your behalf and are not reflected in this statement.
An additional statement covering such disbursements wil be furnished to you.
Th abbreviation (PAl, (LC1,or (DC) following an individual's name denotes paralegal. law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
61 i 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 II West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No,
Billing Atty.
Date
October 5, 2009
Corporate Governance
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
5,114.00 5,114.00
Wire Instructions
California 18300 Yon Kanan Irvine. CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Union Bank of
Additional disbursements may have been paid or incurred on your beha~ and are nol reflected in this statement. An additional statement covering such disbursements wil be furnished 10 you.
The abbrevialion (PAl, (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-J519027
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.
Billing Atty.
Date
October 5, 2009
Corporate Governance
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
5, i i 4.00
5,114.00
Wire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK
Account Number: 0630 133009
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 9503519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
i i 1 West Ocean Boulevard, Suite i 240
Invoice No.
Account No.
Billing Atty.
Date Page
October 5,2009
i
09/02/09
Laurie Biegel ( P A)
Review servce of
0.10
process and forward same to G.
Amber.
09/03/09
0.50
09/03/09
1.00
09/08/09
0.20
Amber.
09/1 0/09
Laurie Biegel ( P A)
0.40
resolutions.
09/11/09
0.60
09/14/09
Gregg Amber
1.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional statement covering such disbursements will be furnished 10 you
The abbreviation (PA). (Lel.or (DC) following an individual's name denotes paralegal. law clerk Of document clerk
Page No.2
Conference with P. Parmes and telephone conference with G. Tywoniuk re board and management restructure and related 0&0 liability issues (0.8); correspondence
with G. Tywoniuk re minutes of
09/ I 5/09
Gregg Amber Review e-mail from G. Tywoniuk re matter to be discussed at board meeting and telephone conference with G. Tywoniuk re same (0.3); prepare for, attend and
take minutes at Board meeting (0.8)
1.0
09/ 16/09
Laurie Biegel ( P A)
0.80
09/16/09
Gregg Amber
Prepare board meeting minutes.
0.80
09/ 17/09
Laurie Biegel ( P A)
2.30
Attend to matters and prepare consents pertaining to offcer changes and potential director changes for subsidiaries.
09117/09
Gregg Amber Review G. Tywoniuk comments and finish minutes of Board meeting (0.3); correspondence with G. Tywoniuk, R. Kumararatne, J. Kuritz and B. Lyng re secretarys
certificates needed for bank (0.2).
0.50
09/ 18/09
Laurie Biegel ( P A)
2.70
0.40
list of offcers.
09/24109
Laurie Biegel ( P A)
0.80
09/24/09
Gregg Amber
0.20
Additional disbursements may have been paid or incurred on your behalf and are nol renected in this stalement. An additional stalement covering such disbursements will be furnished to you.
Th abbreviation (PAl. (LC).or (DC) following an individual's name denotes paralegal, law clerk or document clerk
October 5,2009
Review board resolution proposed by MMS and telephone conference with G. Tywoniuk re same.
09/25/09
Laurie Biegel ( P A)
1.40
09/29/09
Laurie Biegel ( P A)
0.20
Obtain signature on meeting minutes (.1); prepare email to Ms. Allen regarding same (. I).
09/30/09
Laurie Biegel ( P A)
1.0
Total Hours
Total Professional Services
16.30
$5,1 14.00
$5, I 14.00
7,197.90
$12,311.90
ACCOUNTS RECEIVABLE
o - 30 DAYS $5,114.00
31- 60 DA YS
$3,885.00
61 - 90 DAYS $1,123.20
Additional disbursements may have been paid or incurred on yuur b~half 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 par-dlega!. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-J519127
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
1nvoice No.
Account No.
Biling Atty.
Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
October 5, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
57,947.50 86.63
58,034. i 3
Wire Instructions
Union Bank of California i 8300 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 (his 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 doument cler.
TAXPAYERS ACCOUNT
NO 95-3519027
61 ~ ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CPO
i 1 1 West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
Date
October 5,2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice
Wire Instructions
Union Bank of California 18300 Yon Karman
Irvine. CA 92612 ABA 1/: 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 slatement covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal, law cieri or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92626-1950
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO II i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date Page
October 5, 2009
I
09/01/09
Cristy G Parker Review and comment on termination letter for Ocar purchase and sale agreement (0.7); communicate with working group re same (0.2); revise Group i exhibits and schedules for sale motion and abandonment motion (0.8); communicate with working group re same (0.3); draft comprehensive closing checklist for Group 1 sale (5.4); revise Group i purchase and sale agreement (1.0); prepare ancilary documents re same (2.2).
Gregg Amber Extensive correspondence with working group about Group I postponement and Group 2 abandonment.
10.60
09/01/09
0.30
09/01/09
Rushika Kumararatne Review closing conditions in purchase agreement and draft buyer's certificate and seller's certificate as required by same. Rushika Kumararatne
Review termination provisions of
I.IO
09/0 I /09
0.70
Dear Purchase
09/02/09
Cristy G Parker Revise closing checklist for Group I (1.3); conference calls with working group and offce conferences re same
7.50
Additional disbursements may have been pa'd or incurred on your behan and are nol reflected in this statement. An additional statement covering such disbursements wil be furnished to you. The abbrev,atlon (PAl. (LC),or (DC) following an individual's name denotes paralegaL. law clerk or document clerk.
October 5, 2009
Page No.2
09/02/09
Gregg Amber All hands conference call regarding Group 2 abandonment and regarding Group i abandonment/sale work responsibilities (1.0); review erE revised draft PSA, term sheet and financing Icttcr (0.8); conference
with e. Parker re same (0.2); extensive e-mail
2.50
correspondence with working group regarding Alaska employee matters (0.3); correspondence with M. Jungreis re effect of Group 2 abandonment on litigation (0.2).
09/02/09
Garett Sleichter Telephone conference with e. Parker, L. Wolf, G. Tywoniuk and R. Kumararatne regarding checklist of closing for Group i assets.
Rushika Kumararatne Prepare for and attend telephone conference with client regarding closing items.
Garett S1eichter
1.00
09/02/09
1.50
09/02/09
1.0
Review and update closing checklist for purchase and sale of Alaska Group I assets.
09/02/09
Garett Sleichter
1.00
Telephone conference with Pacific Energy working group regarding status Alaska abandonment and sale of assets.
09/02/09
Rushika Kumararatne
Draft Letter in Lieu of
0.50
Transfer Order.
09/02/09
Garett Sleicbter Review and revise ancillary closing documents and certificates for purchase and sale of Alaska Group i assets.
Gregg Amber Extensive correspondence with working group and with
2.50
09/03/09
2.00
Additional disbursements may have been paid or incurred on your behalf and are nol reflected in this statement. An additional slatement covering such disbursements will be furnished to you
Ihe abbreviation (PA). (l C).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
Page No.3
09/03/09
Cristy G Parker Revise Group 1 purchase and sale agreements and exhibits tor various bidders (7.7); revise closing checklist re same (1.0); communicate with working group re closing preparation (2.5); review and comment on ancillary closing documents (1.9).
Rushika Kumararatne
13.10
09/03/09
2.30
09/03/09
0.20
09/03/09
1.0
13.50
09/04/09
2.50
correspondence and telephone conferences with various bidder parties and working group regarding PSA
documentation (0.5); review varous re-drafts of various bidder PSAs (0.5).
09/04/09
0.50
09/05/09
Cristy G Parker Prepare final sets of clean and redline purchase and sale agreements, exhibits and schedules for all bidders (3.0); communicate with working group and bidders re same
3.40
Additional disbursements may have been paid or incurred on your behalf and are not reftected in this statement. An additional statement covering such disbursements will be furnished to you
The abbreviation (PA). (LC).or (DCl following an individual's name denotes paralegaL. law cte"" or document clerk
023353-0033
Page No.4
(0.4).
09/05/09
Gregg Amber Review final versions ofvarIous Alaska PSAs and working group correspondence re same. Gregg Amber Correspondence with G. Tywoniuk re Webb bid and equity capital to support it (0.3); prepare documents relating to Webb purchase agreement and Webb's satisfaction of financial requirements (2.4).
Cristy G Parker Communicate with working b'TOUP re closing preparation.
\.00
09/06/09
2.70
09/06/09
0.30
09/07/09
Gregg Amber Correspondence and conference call with D. Katie and G. Tywoniuk (0.9) and continue work on Webb Alaska
purchase and finance documents (1.9).
2.80
09/07/09
Cristy G Parker Revise closing checklist for sale of Group i assets (1.1 ); communicate with working group re closing preparation
and alternative transactions (0.8).
1.90
09/07/09
Rushika Kumararatne
Coordinate execution ofwrItten consent.
0.30
09/08/09
Gregg Amber Extensive correspondence with working group regarding final versions of various bidder PSAs and financial wherewithal proof (0.8); review submissions re
same (0.7)
1.0
09/08/09
9.80
working group re same (1.3); draft purchase and sale agreement for State of Alaska (3.5); prepare exhibits and schedules re same (1.1); communicate with working group re same (0.3).
Additional disbursements may have been paid or incurred on your behalf and are not reffected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation IPA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
Page NO.5
09/08/09
Garett Sleichter
Review and prepare notes to current drafts of Purchase
2.90
and Sale Agreements for New Alaska Energy and Cook Inlet Energy in preparation for closing.
09/08/09
0.80
09/09/09
2.20
09/1 0/09
Cristy G Parker Prepare closing documents re Group I sale (4. l); communicate with working group re same (1.2); prepare clean and marked drafts of abandonment exhibit reflecting feedback from working group and Union (1.8).
Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfrc CIE and NAE bids and possible abandonment.
Garett Sieichter
7.10
09/10/09
0.30
09/10/09
i. 70
Group I
assets.
09/1 i 109
Gregg Amber Correspondence with G. Tywoniuk, C. Parker and L. Wolfre CIE proposals and abandonment.
0.40
09111109
Ciisty G Parker E-mail communications with M. Litvak, L. Wolt: G. Tywoniuk and others are Group I sale and abandonment issues and objections by Chevron and others (1.6); update abandonment exhibit (0.9).
Gregg Amber Correspondence with G. Tywoniuk and L. Wolfre
Alaska abandonment.
2.50
091 i 4109
0.20
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalement An additional statement covering such disbursements wil be fumished to you. Th abbreviation (PA), (LCJ.or (DC) following an individual's name denotes paraleal. law eler\ or document clerk.
October 5, 2009
Page No.6
09!l6/09
Cristy G Parker Analyze and outline negotiating points in numerous versions of Polytec purchase and sale agreement for purposes of resolving deposit dispute with Polytec (5. I); telephone conference with G. Tywoniuk rc same (0.2).
5.30
09!l7/09
1.80
09/22/09
Cristy G Parker Review purchase and sale negotiations summary in preparation for conference caJl with P. Abelson, S. Winn and G. Tywoniuk (0.8); paricipate on such conference
call (0.7).
1.50
09/23/09
0.90
09/25/09
Cristy G Parker
Telephone conference with P. Abelson and others from
Polytec counsel, G. Tywoniuk, L. Wolf and others re Polytec deposit dispute (0.7); telephone conference with G. Tywoniuk re preparation of purchase and sale agreement for undeveloped assets (0.3); begin preparing
1.70
same (0.7).
09/28/09
Cristy G Parker Draft purchase and sale agreement for various Alaska assets that were not abandoned (3.9); telephone conference and e-mail communication with G. Tywoniuk and L. Wolfre same (0.4).
4.30
09/29/09
Cristy G Parker Revise draft of purchase and sale agreement for undeveloped assets (4.3); communicate with G. Tywoniuk and D. Cosgrove and L. Wolf via e-mail re same (0.8).
5.10
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statemen!. An additional statement covenng such disbursements will be furnished 10 you. The abbreviation (PA). (LC),or (DC) following an individual's name denotes parale9al. law clerk or document clerk
October 5, 2009
Page No.7
09/29/09
Gregg Amber Telephone conference with D. Katic re issues pertaining to ownership of abandoned Alaska assets (0.3): conference call with Pachulski lawyers and lender
lawyers regarding Polytec bid (0.6).
0.90
Total Hours
Total Professional Services
129.10
$57,947.50
16.24
Color Copies
Miscellaneous
4.20
42.99
23.20
Total Disbursements
$86.63
$58,034.13
373,530.21 (212,145.41)
161,384.80
$219,418.93
ACCOUNTS RECEIVABLE
o - 30 DAYS $58,034.13
31- 60 DAYS
$ 1 44,887.80
61-90DAYS
$8,633.50
91 - 180 DA YS
OVER 180
$0.00
$7,863.50
Additional disbursements may have been paid or incurred on your beha~ and are not reRacled in this statement. An additional statement covering such disbursements will be furnished 10 you. Th. abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95.3519027
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
October 5, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice
Wire Instructions
Union Bank of CaLi fomi
18300 Von Kannan 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 behaff 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 ~5-J5190n
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Altn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
Date
October 5,2009
4, J 59.50
20.00 4,179.50
Wire Instructions
Union Bank of Cali fomi
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.
Addilional disbursements may have been paid or incurred on your behalf and are not reflected in this statement.
TAXPAYERS ACCOUNT
NO 95.3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date Page
October 5,2009
1
Gregg Amber Extensive correspondence with working group re assumption/rejection issues pertaining to Beta leases and trust agreement and related cure amounts, etc.
0.50
09/0 I /09
0.20
09/01/09
0.40
09/01/09
Edson McClellan
0.30
i. 10
09/02/09
0.20
09/02/09
1.20
09/09/09
0.10
Additional disbursements may have been paid or incurred on your behalf and aie not reecled in this statement An additional statement coverin9 such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes parale9al. law clerj or document clerk.
October 5, 2009
023353-0034
Page No.2
re protective order.
09/09/09
Edson McClellan
Revise protective order in the Small action.
0.10
09/1 7/09
Cynthia Mascio (P A)
0.80
09/17/09
Edson McClellan
0.40
09/17/09
Edson McClellan
0.20
09/J7/09
Edson McClelJan
0.30
Edson McClellan
Finalize stipulated protective order.
0.10
09/23/09
Garett Sleichter Review overrding royalty interest conveyances and lien conveyances populated on Merrll datasite (3.2); update posting of missing documents (0.6).
Garett Sleichter
3.80
09/24/09
1.0
0.20
09/29/09
11.20
$4,159.50
20.00
Additional disbursements may have ben paid or incurred On your behalf and are not renacted 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.
023353-0034
Page No.3
Total Disbursements
$20.00
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$4, i 79.50
i 73,068.08
(128,126.57)
44,94 1.51
$49,121.01
ACCOUNTS RECEIVABLE
0- 30 DAYS
$4, J 79.50
31- 60 DAYS
$2 J ,51 1. 1
61 - 90 DAYS
91 - 180 DAYS
$11,819,50
$11,610.70
OVER i 80 $0.00
Addilional disbursements may have ben paid or ",curred on your behaff and are not reflected in this slalement. An additional statement covering such disbursements will be furnished to you.
Th abbrevialion (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or documenl clerK.
TAXPAYERS ACCOUNT
NO 95.3519027
61 I 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 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date
October 5, 2009
Financing
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
9,006.00 9,006.00
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 beha~ and are not reflected in Ihis slalemen!. Aii 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 0' document cler.
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and eFO
II) West Ocean Boulevard, Suite) 240
Invoice No.
Account No.
Billing Atty.
Date
October 5, 2009
Financing
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT rNVOICE SUMMARY: Professional Fees
$ $
9,006.00 9,006.00
Wire Instructions
Union Bank ofCaJifomia
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 behaff and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation IPA). ILC).or (DC) following an individual's name denotes paralegal, law clerk or document cler!
TAXPAYERS ACCOUNT
NO 95.3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
Date Page
October 5, 2009
i
RE: Financing
09/03/09
Gregg Amber Review draft 5th amendment to DIP (0.3); conference with C. Parker re same (0.1).
Cristy G Parker Review and comment on proposed DIP amendment (1.2); communicate with working group re same (0.7).
Cristy G Parker Communicate with working group and lenders' counsel re DIP credit agreement amendment (0.5); review and comment on revised drafts of DIP credit agreement
amendment (1.0).
0.40
09/08/09
1.90
09/09/09
1.50
09/09/09
Gregg Amber Review DIP amendment no. 5 (0.5); conference with C. Parker (0.2) and correspondence with working group re
same (0.3).
1.00
091 i 0/09
Cristy G Parker Review and comment on revised draft of DIP credit agreement amendment (0.8); communicate with working group and lenders' counsel re same (0.5).
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement
1.0
abbreviation (PA). (LC).or (DC) following an individual's name denoles paralegal. law clerk or document clerk.
Page No.2
09/1 0/09
Gregg Amber Telephone conferences with D. Katie and S. Winn re DIP budget questions and re D&O insurance and related matters.
0.90
09/ I 0/09
0.20
09/17/09
3.20
09/18/09
0.40
09/2 i /09
Cristy G Parker Office conferences and e-mail with G. Sleichter and lenders' counsel re amendment and cleanup needed to deposit account control agreements. Cristy G Parker Prepare analysis oflender overriding royalty grant
documents and amendments.
0.90
09/22/09
2.90
09/23/09
Cristy G Parker Prepare analysis of additional lender overrding royalty interests (0.6); communicate with L. Wolf via e-mail re same (0. i).
Cristy G Parker Analyze and summarize overrding royalty interest obligations (0.9); office conferences with G. Sleichter (0.5) and e-mail communications with B. Lyng re same (0.7).
0.70
09/24/09
2.10
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 furnished to you. The abbreviation (PAl. (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
Page No.3
09/24/09
Garett Sleichter
2.20
Research oveniding royalty interests granted to lenders (1.9); calculate ORRI percentages and effective dates
applicable to various properties (0.3).
19.90
$9,006.00
$9,006.00
130,998.26
(84,0 i 4.00)
46,984.26
$55,990.26
ACCOUNTS RECEIVABLE
o - 30 DAYS $9,006.00
31- 60 DAYS
$1 i ,548.00
61 - 90 DAYS $19,129.50
91-180DAYS
$16,306.76
Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this statement. An additional slatement covering such disbursements wil 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 95-3519D21
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sf. VP and CFO 1 J I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date
October 5,2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees aDd Costs Due This Invoice
1,242.50 1,242.50
Wire Instructions
Union Bank of Cali fomi
Irvine, CA 92612 ABA II: 122000496 Swift Code: BOFCUS33MPK. Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice numbcr listed above.
Additional disbursements may have been paid or incurred on your behatf and are nol reflected 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 denoles parelegal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 9~J519027
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 I I West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
Date
October 5, 2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
1,242.50 1,242.50
Wire Instructions
Union Bank of Calif ami
Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUSJJMPK 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 beha~ and are not reflected in this statement An additional statement covering such disbursements will be fumished to you.
The abbreviation (PA). (Le).or (DC) following an individual's name denotes paralegal. law clerX or document clerk.
Page No.2
09/30/09
0.80
09/30/09
Rushika Kumararatne Email correspondence with client regarding updating options tables.
0.10
3.80
$ i ,242.50
$1,242.50
12,027.00 (5,609.60)
6,4 i 7.40
$7,659.90
ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i ,242.50
31-60 DAYS
$4,009.00
61 - 90 DAYS $1,084.90
91 - 180 DAYS
OVER 180
$0.00
$1,323.50
Additional disbursements may have been paid or incurred on your behaH and are not reflected in this statement An additional statement covei1ng such disbursements will be furnished 10 you. The abbreviation (PA). (ie).or (DC) following an individual's name denotes paralegal. law cle,. or docum.nl clerk
TAXPAYERS ACCOUNT
NO 95-3519027
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date
October 5, 2009
Confidentiality Agreements
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
130.00 130.00
Wire Instructions
Union Bank of California 18300 Von Karman Irvine, CA 92612 ABA II: 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 beha~ and are not reflected In this statement An additional statement covering such disbursements wil 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
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.
October 5, 2009
Confidentiality Agreements
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
130.00 130.00
Wire Instructions
Union Bank of Cali fomi
18300 Von Kannan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additional disbursements may have been paid or incurred DO your behalf and are not reflected in lhis statement. An addloMI stalement covering such disbursements wil be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegaL. law cleri or document clerk.
TAXPAYERS ACCOUNT
NO g:;351g027
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 I I West Ocean Boulevard, Suite) 240 Long Beach, CA 90802
Invoice No.
Account No,
Biling Atty.
Date Page
October 5, 2009
I
Shigenobu Itoh
0.10
09/09/09
Shigenobu Itoh
0.20
Review and prepare correspondence with M. Wiesinger regarding draft Beta confidentiality agreement.
09/18/09
Shigenobu Itoh
0.\0
Total Hours
Total Professional Services
0.40
$ 130.00
$ i 30.00
i 5,729.30
(5,754.10)
9,975.20
$ i 0, i 05.20
Additional disbursements may have been paid or Incurred on your behalf and are not reflected in Uiis statement. An additional slate men! covering such disbursements will be furnished to you The abbreviation (PA). (LC).or (DC) followin9 an individual's name denotes paralegal, law cierk or documenl clerk
October 5,2009
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i 30.00
31- 60 DA YS
$ i ,072.50
91 - 180 DAYS
OVER 180
$0.00
$8,000.20
Additional disbursements may have been paid or incurred on your behall and are nol 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 denoles paralegal, law clerk or document clerk
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Date
October 5, 2009
INVOICE SUMMARY
CURRENT fNVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
3,364.50 3,364.50
Wire Instructions
California 18300 Von Kannan 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.
Union Bank of
Add~ional disbursements may have been paid or irlCurred on your behalf and are nol reflected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbreviation (PAl. (LC1.or (DC) following an individual's name denotes paralegaL. law cieri or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519017
611 ANTON
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.
Date
October 5, 2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees
3,364.50 3,364.50
Wire Instructions
California 18300 Von Kannan Jrvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Union Bank of
Addnional disbursements may have been paid or im;urred on your behaff and are not reflected in this statement An addrtional stalement covering such disbursements will be furnished to you. The abbreviation (PA), (LC).or (DC) following an individual's name denotes paralegaL. law clen. or document clerk
TAXPAYERS ACCOUNT
NO 95.3519027
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date Page
October 5,2009
i
09/03/09
Garett Sleichter Review current deposit account control agreements with WelJs Fargo and proposed ronn of amendment to same.
Shawn Monterastelli Briefly analyze new lease.
1.50
09/1 7/09
0.40
09/2 i /09
Shawn Monterastell Analyze lease for replacement premises (.6); draft correspondence to B. Walker regarding same (.2).
Garett Sleichter Review current iterations of deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (1.5); review and revise Wells Fargo proposed fonn of amendment to deposit account control
agreements (1.2).
0.80
09/21/09
2.70
09/22/09
Garett Sleichtcr
3.50
Draft amendments to deposit account control agreements among Wells Fargo, Pacific Energy and secured lenders (3.2); email and telephone communication with Bingham and Skadden as secured
lenders' counsel (0.3).
09/30/09
Garett Sleichter
0.20
Additional disbursements may have been paid or incurred on your beha~ and are not reflected in this s!atement. An additonal slatemenl covering such disbursements will be furnished to you.
The abbreviation (PAl. (LCl.or (DC) following an individual's name denotes paralegaL. law clerk or document clerk
Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040
Page No.2
. Draft email communication to lenders' counsel regarding amendment to deposit account control agreement.
Total Hours
Total Professional Services
9.10
$3,364.50
$3,364.50
6,66 i .50
(3,216.00)
3,445.50
$6,8 i 0.00
ACCOUNTS RECEIVABLE
0- 30 DA YS
31-60
DAYS
$2,2 i 2.50
61 - 90 DA YS
$3,364.50
$346.50
OVER 180
$0.00
Addilional disbursemenls may have been paid or incurred on your behalf and are nol reflecled in Ihis statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl. (LCI.or (DC) following an individual's name denoles paralegal. law cieri or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sf. VP and CFO I i I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No
Account No.
Billing Atty.
56686 )
023353 - 0041
James O'Neal
Date
October 5, 2009
Securities Issues
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
$ $
795.00 795.00
Wire Instructions
Union Bank of Cali fomi
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 s1alemenl. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PAl. (LC).or (DC) followirig an individual's name denotes paralegal. law clerk or document c1erj
TAXPAYERS ACCOUNT
NO 95.3519027
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.
56686 I
023353 - 0041
James O'Neal
Date
October 5, 2009
Securities Issues
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMI1TANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees
$ $
795.00 795.00
Wire Instructions
Union Bank otCalifomia
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 bp.en paid Of incurred On your behalf and are not reflected in this statemenl An additional statement covering such disbursements wil 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
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite J 240 Long Beach, C A 90802
Invoice No.
Account No.
Biling Atty.
566861
023353 - 0041
James O'Neal
Date Page
October 5,2009
1
0.10
09/25/09
0.20
09/28/09
Cristy G Parker Offce conference with C. Parsons re legend to legend securities transfer request requirements (0.2); telephone conference with transfer agent re same (0.2); communicate with brokers via e-mail re same (0.1 ).
Cristy G Parker Office conference with G. Amber (.1) and telephone conference with G. Tywoniuk re resolution of legend to
I egend transfer requests (. 1 ).
0.50
09/29/09
0.20
09/30/09
Cristy G Parker Draft instruction letter to transfer agent re legend to legend transfers without an opinion (0.4); communicate with G. Tywoniuk and C. Parsons via e-mail re same (0.2).
0.60
AddiUonal disbursements may have been paid or incurred on your beha~ and are not reflected in this stalemenL. An additional statement covering such disbursements will be furnished to you. The abbreviation (PA). (Le).or (DC) following an individual's name denoles paralegal. law clerk or document clerk.
023353-0041
Page No.2
09/30/09
Catherine Parsons Communicate with various brokers regarding legend to legend transfers.
0.30
Total Hours
Total Professional Services
1.90
$795.00
$795.00
50,317.49 (40,270.89)
10,046.60
$10,841.60
ACCOUNTS RECEIVABLE
o - 30 DAYS
31- 60 DA YS
61 - 90 DAYS
$ 100.00
91 - 180 DA YS
OVER 180
$0.00
$795.00
$0.00
$9,946.60
Additional disbursements may have been paid or Incurred on your behaH and are not reflected in this statement. An additional statement covering such disbursements will be furnished to you. The abbreviation (PAl, iLC),or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
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EXHIBIT 2
Chapter I I
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trutee, and (iv) counsel to the Offcial Committee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Ruta"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
fied its Seventh Monthly Application for Compensation and Reimbursement of Expenses
of Rutan & Tucker, LLP as Special Counsel
services in the amount of $67,767.50 and reimbursement of costs incured in the amount
of $772.08 (the "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 mailng address for all of the Debtors is 11 i W. Ocean
2123/023353-003 i
1050123.01.lln3/09
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
19801, and received by no later than 4:00 p.m. (Eastern Time) on December 15, 2009
(the "Objection Deadline").
that they are received not later than December 15, 2009, at 4:00 p.m. prevailng
Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 11 i W. Ocean
Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Att:
Scott W. Winn, Senior Managing Director; (b) counel to the Debtors, (I) Pachulski
Stag Ziehl & Jones LLP, 9 19 Nort Market Street, 17th Floor, Wilmington, DE 198998705, Att: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: Jiones0J,pszilaw.com;
(2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los
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"), (I) Steptoe & Johnson LLP, 212 I A venue of the Stars, 28th
21231023353-003 i
105012301 a11/3/09
-2-
Floor, Los AngeJes, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3 J 73, email: kpjperlJ,stcptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, J 313
N. Market Street, Wilmington, DE J980J; Att: James C. Cargnan, Esq., Fax: (302) 4218390, e-mail: icarignani;.pepPtrlaw.com (the "Notice Paries")
Application are timely filed, served and received, a hearng on the Application will be
held at the convenience of the Banuptcy Cour. Only those objections made in writing
and timely fied, served and received in accordance with the Administrative Order and
the procedures described herein wil be considered by the Banptcy Cour at such
hearing.
percent of the fees and 100 percent of the expenses not subject to an objection without the
TUCKER, LLP
~-I~~
Email: mgrmshawtfruta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
21231023353-0031
1050123.01 aiinJ/09
-3-
In re Chapter 1 1
PACIFIC ENERGY RESOURCES LTD., et al.,! Case No. 09-10785(KJC)
Debtors.
(Jointly Administered)
Objections De.adline: December 15, 2009 at 4:00 p.m. Hearng Date: Only If Objections
EIGHTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1,2009 THROUGH OCTOBER 31, 2009
Name of Applicant:
Ruta & Tucker LLP
Date of Retention:
$772.08
interi
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta 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 III W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.
2 lbs 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
2123/023353-0031
/050388.01 .1112310
The tota time expended for fee application prepartion is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
Date
Fi If'il
'" . . (',
March 9, 2009, to
March 3 I , 2009
Requested
Fees $102,732.50 $124,537.50 $120,999.50
Requested ~
$1,389.62 $10,542.35
$372.81
Approved
Ff'f'Q
Approved $ 1,389.62
6/1 7/09
$82, 186.00
6/24/09
817/09
April 1,2009 to April 30, 2009 May I, 2009 to May 31, 2009
June 1,2009 to
June 30, 2009
$99,630.00 $96,799.60
$10,542.35
$372.81
8/11/09
8/17/09
$148,667.50
$327,090.00
$ i 44,95 i .00
$196.50
$486.93
$363.61
$118,934.00
$261,672.00
$ 116,324.4 1
$196.50
$486.93
$363.61
9/30/09
10/20/09
July 1,2009 to July 31, 2009 August 1, 2009 to August 31, 2009 September I, 2009 to
September 30,
$90,318.50
$112.33
Pending
Pending
2009
RUTAN PROFESSIONALS
Position of tbe Applicant, Number of Years in that Hourly, Position, Prior Relevant BiHing Experience, Year of Rate Ob!aining License to. (including
$550.00
Name of Professional
Gregg Amber
Total Hours
21.2
Total
$11,660.00
Cristy G. Parker
$450.00
61.7
$27,765.00
Penelope Pares
$625.00
1.5
$937.50
f
included herein.
-2-
Name of Professional
Matthew Grimshaw
Position of the Applicant, Number of Years in that Hourly, Position, Prior Relevant Biling Experience, Year of Rate Ob!aining License to. (including
$380.00
Total Hours
11.1
Total
$4,2 i 8.00
Duke Wahlquist
James O'Neal
$550.00
$500.00
5.5
$3,025.00
$250.00
0.5
Garett Sleichter
$375.00
35.1
$13,162.50
Rushika Kumararatne
Shigenobu Itoh
$325.00
5.3
$1,722.50
$325.00
6.8
$2,210.00
Catherine Parsons
$250.00
3.7
$925.00
Laurie Biegel
$215.00
8.8
$ 1,892.00
Grand Total:
2 i 23/023353-0031
1050388 0 I a 11/23/09
-3-
EXPENSE SUMMARY
3
Total
. . B
EmaIl : mgrimshaw(gta.com
Special Corporate and Litigation Counsel for the Debtors and Debtors in possession
Ruta may use one or more service providers. The service providers identified herein
below are the primar service providers for the categories described.
2 i 23/0233 B~031
105038801 aJ 1/23109
-4-
Chapter i 1
EIGHTH MONTHLY APPLlCA TION FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1. 2009 THROUGH OCTOBER 31,2009
Pursuant to sections 330 and 331 of Title 1 I of the United States Code (the
"Banruptcy Code"), Rule 2016 of the Federal Rules of Bankrptcy Procedure
(collectively, the "Banuptcy Rules"), and the Cour's "Administrtive Order Under J 1
V.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
"Fimi"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Eighth Monthy Application for Compensation rid for Reimbursement of
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta 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 II W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.
21231023353-0031
1050439.01 011/23/09
Expenses for the Period from October 1, 2009 though October 3 i, 2009 (the
"Application").
By ths Application Ruta seeks a monthy interim allowance of compensation in
the amount of $67,767.50 and actual and necessary expenses in the amount of $772.08
for a total allowance of $68,539.58, and payment of $54,214.00 (80% of the allowed
fees) and reimbursement of $772.08 (100% of the allowed expenses) for a total payment
of $54,986.08 for the period October 1, 2009 though October 31, 2009 (the "Interim
petitions for relief under chapter) i of the Banptcy Code. The Debtors continue in
possession of their properties and continues to operate and manage their business as
debtors in possession pursuant to sections ) 107(a) and ) 108 of the Banptcy Code.
I 1 cases.
57(b)(2).
Professional may submit monthly fee applications. If no objections are made within
-2-
twenty (20) days afer service of the monthy 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. Beginnng with the period ending
May 3 i, 2009, at thee-month intervals, each Professional shall fie and serve an
interim application for allowance of
for that period. All fees and expenses paid are on an interi basis until final
allowance by the Cour.
4. The retention of Ruta, as special corporate and litigation counsel to the
Debtors, was approved effective as of the Petition Date by this Cour's "Order
Granting Debtors' Application Pursuat to Sections i 05
Banptcy Code Authorizing Debtors to Retan, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counsel," entered on or about May
i, 2009 (the "Retention Order"). The Retention Order authorized Rutan to be
compensated on an hourly basis and to be reimbursed for actual and necessar out-ofpocket expenses.
source other than the Debtors for services rendered or to be rendered in any capacity
agreement or understanding between Ruta and any other person other than the
2123/023353-003 i
1050439.01 01112/09
-3-
parcrs 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 Ruta with a retainer to
secure payment of the fees owed to it by the Debtors and the expenses incured by
Ruta on the Debtors' behalf. Ruta received payments from the Debtors during the
year prior to the Petition Date in the amount of $2,437,169. 16. After the Petition Date,
Ruta obtained the Cour'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 Ruta's retainer against
post-petition fees and expenses pursuant to the compensation procedures approved by
application (tor the period of March 9, 2009, to March 3 i, 2009), Ruta sought
approval of$102,732.50 in fees and $1,389.62 in expenses. Under the Administrative
Order, Ruta received approval of $82,186.00 in tces and $1,389.62 in expenses with
respect to its first monthy fee application. In its second monthy fee application (for
the period of April 1,2009, to April 30, 2009), Ruta sought approval of$124,537.50
in fees and $lO,542.35 in expenses. Under the Administrative Order, Ruta received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its thrd fee application (for the period May 1, 2009, to May 31,
2009), Rutan sought approval of $120,999.50 in fees and $372.81 in expenses.
Under the Administrative Order, Rutan received approval of $96,799.60 in fees and
$372.8 J in expenses with respect to its third fee application. Under its fourh fee
-4-
application (for June 1,2009, to June 30, 2009), Rutan sought approval of $ i 48,667.50
in fees and $ i 96.50 in expenses. Under the Administrtive Order, Ruta received
approval of $ i i 8,934.00 in fees and $ I 96.50 in expenses with respect to its fourt fee
application. Under its fift fee application (for the period Julyl, 2009, to July 3 I,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under
the Administrative Order, Rutan received approval of $26 i ,672.00 in fees and $486.93
in expenses with respect to its fift 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. Under the Administrative Order, Ruta received
approval of $116,324.41 in fees and $363.61. Under its seventh fee application (for
the period September 1, 2009 to September i, 2009, to September 30, 2009), Ruta
sought approval of $90,3 i 8.50 in fees and $1 i 2.33 in expenses. Rutan's seventh fee
Exhbit A. These statements contan daily time logs describing the time spent by each
attorney and paraprofessional during the Interim Period. To the best of Ruta's
knowledge, this Application complies with sections 330 and 33 i of the Banptcy
Code, the Federal Rules of Banptcy Procedure, this Cour'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 Ruta's
computerized billing program by an administrative assistat or (b) entered directly into
2123/023353-0031
1050439.01 al Jn3/09
-5-
sensitive to issues of "lumping" and, unless time was spent in one time frame on a
varety of different matters for a paricular client, separate time entres are set forth in
the time reports. Ruta's charges for its professional services are based upon the time,
nature, extent and value of such services and the cost of comparble services other
than in a case under the Banuptcy Code.
Actual and Necessary Expenses
10. A summary of actual and necessar expenses incured by Ruta for the
Interim Period is attched hereto as par of Exhibit A.
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.
Ruta summarzes each client's photocopying charges on a daily basis.
12. Ruta 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 incured by Ruta 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.
2123/023353-03 J
1050439.01 .J 1/23/D9
-6-
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, Ruta 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
billng for disbursements and other charges.
15. The names of the parners and associates of Rutan who have rendered
professional services in these cases during the Interim Period, and the parlegals and
case management assistants of Ruta who provided services to these attorneys durg
the Interim Period, are set fort in the attached Exhibit A.
16. Rutan, by and through such persons, as special corporate and litigation
counsel, has advised the Debtors on a regular basis with respect to varous corporate
and litigation matters in connection with the Debtors' banptcy cases, and
performed all necessar professional services which are described and narated in
detal below. Rutan's efforts have been extensive due to the size and complexity of
the Debtors' bankruptcy cases.
17. The services rendered by Ruta durng the Interim Period can be
grouped into the categories set fort below. Ruta attempted to place the services
provided in the category that best relates to such services. However, because certin
services may relate to one or more categories, services pertining to one category may
2 i 23/023353-003 i
1050439.01 .11/23/09
-7-
generally described below, with a more detailed identification of the actual services
provided set forth on the attched Exhbit 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. Corporate Matters
i 8. During the Interim Period, the Firm, among other things (1)
communicated with the Debtors; (2) drafted and revised documents; (3) update the
Debtors' Minute Books; and (4) reviewed and revised portions of Debtors' financial
statements.
Fees: $8,078.00; HOUTS: i 8.1
and analyzed documents; (2) analyzed issues relating potential claims and creditor
assertions; (3) participated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $6,367.50; Hours: 14.4
C. Fee Application
20. Durng the Interim Period, the Fin, among other things: (i) prepared
its monthly fee application and supporting documentation; (2) reviewed and responded
to the Fee Auditor's report with respect to Ruta's First Interim Fee Application; and
2123/023353-0031
1050439.01 .11123/09
-8-
D. Corporate Governance
21. During the Interim Period, the Firm, among other thngs: (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) communicated with and advised the Debtors.
Pees: $2,194.00.00; Hours: 7.6
22. 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 certin
of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential
purchasers to do due dilgence in connection with potential sales of assets; (4)
communicated with the purchase and sale working group in connection with the sale;
(5) analyzed issues relating to and facilitated due diligence with respect to the potential
sale of certain of Debtor's Alaska assets; and (6) communcated with and advised the
Debtors with respect to the potential sale of certain of its Alaska assets.
23. During the Interim Period, the Firm, among other things: (1)
maintained an online data-room to allow potential purchasers to do due diligence in
connection with potential sales of assets; (2) reviewed and analyzed documents for
-9-
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $4,022.50; Hours: 10.2
G. Financing
24. During the Interim Period, the Finn, among other things: (I) analyzed
issues relating to an amendment to the terms of the debtor-in-possession financing
credit facility; (3) analyzed issues relating to potential trasactions; (4) analyzed issues
relating to potential transactions; and (5) communicated with and advised the Debtors
25. Durig the Interim Period, the Finn, among other things: (1) reviewed
and analyzed documents; (2) researched legal issues; and (3) communcated with and
advised the Debtors regarding these issues.
Fees: $2,935.00; Hours: 9.0
i. Confidentiality Agreements
26. During the Interim Period, the Finn, among other things: (1) negotiated
and drafted numerous confidentiality agreements in connection with the potential sale
of certain of the Debtors' assets; (2) corresponded and communicated with the Debtors
2123/023353-003 I
1050439.01 .1112/09
-10-
27. During the Interim Period, the Firm, among other things: (l) reviewed
and analyzed documents; (2) communicated with and advised the Debtors regarding
certain contracts; and (3) communicated with creditors regarding certin contracts.
Fees: $3,850.00; Hours: 7.7
K. Securities Issues
28. During the Interim Period, the Firm, among other things: (1)
communicated with various brokers of restrcted securties; and (2) analyzed issues
relating to Debtor' restricted securties.
Fees: $50.00; Hours: .2
Valuation of Services
29. Attorneys and paraprofessionals of Ruta expended 161.2 hours in
coimection with their representation of the Debtors durng the Interim Period, as
follows:
RUT AN PROFESSIONALS
Name of Professional
Gregg Amber
Hourly,
Biling
Rate (including
$550.00
Total Hours
21.2
Total
$ 11,660.00
Cristy G. Parker
James O'Neal
$450.00
61.7
$27,765.00
$500.00
0.5
$250.00
2123/023353-0031
105043901 .J 1/23/09
- 1 i-
Name of Professional
Penelope Pares
HourlYt
Biling
Rate
(iDcluding
$625.00
Total Hours
1.5
Total
$937.50
Duke Wahlquist
$450.00
5.5
$3,025.00
Matthew Grishaw
$380.00
1 1. i
$4,218.00
Garett Sleichter
$375.00
35. l
$13,162.50
Rushika Kumararatne
Shigenobu ltoh
$325.00
5.3
$ 1,722.50
$325.00
6.8
$2,2 i 0.00
Catherine Parsons
$325.00
3.7
$925.00
Laurie Biegel
$2 i 5.00
8.8
$ i ,892.00
Grand Total:
The nature of the work performed by these persons is fully set forth in
2123/02'353-0031
1050439.01 .J 1/23/09
- 12-
typical for the nature of the work, and the reasonable vaJue of the services rendered by
31. Under 330 of the Banuptcy 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
vaJue of such services, and (e) the costs of comparable services other than in a case
under the Banptcy Code. Furher, Ruta 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 October I,
requests such other and fuer relief as the Court deems just and proper.
~~
Eroail: mgrimshaw~ta.com
SpeciaJ Corporate and Litigation Counsel for the Debtors and Debtor in Possession
2123/023353-003 i
105043901.11/23/09
-13-
VERIFICA nON
State of California )
County of Orange )
)
Matthew W. Grimshaw, afer being duly sworn according to law, deposes and says:
a) 1 am an attorney with the law firm of
Compensation and for Reimbursement of Expenses of Ruta & Tucker, LLP Special Counsel to
the Debtors and Debtors in Possession for the Period from October i, 2009, though October 31,
2009 (the "Application"). To the best of
entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.
~A
attew W. Gnmshaw
COUNTY OF ORANGE)
On thilYl; of
Novembe;:
personally appeared Matthew Grimshaw and proved to me on the basis of satisfactory evidence to be the person~ whose nameEs
is/~subscribed to the within instrument, and acknowledged to
the offcer) 0
INDIVIDUAL
CORPORA TE OF'F'ICER(S)
TITLE(S)
PARTNER(S)
o LIMITED
o GENERAL
ATTORNEY -TN-FACT
o TRUSTEE(S)
AL.d~__
SIGNATURE OF NOTARY
o o
GUARDIAN/CONSER V A TOR
OTHER:
SIGNER is REPRESENTING:
NAME OF PERSON(S) OR ENTlTY(JES)
l-..&.-~E#~~'l
(seal)
18 No Pu Cou Or . Cai l
NUMBER OF PAGES:
DA TE OF DOCUMENT:
I/-~~-M
EXHIBIT A
TAXPAYERS ACCOUNT
NO 95.3619027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerry Tywoniuk, Sr. VP and CFO
i J I West Ocean Boulevard, Suite i 240
Invoice No.
Account No.
Billing Atty.
55328 i
023353 - 0006
James O'Neal
Date Page
April 3, 2009
i
1.0
0.50
Review Minute Books; prepare Statement of Information for San Pedro Bay Pipeline Company and filing agent instructions associated therewith.
03/12/09
Laurie Biegel ( PA)
Review and respond to email regarding offcer and director matters for Pacific Energy Resources Ltd.
03/19/09
Garett Slechter
0.30
Prepare updated anti-dilution calculation under lender warrants; research and respond to L. Martinez and B. Lynn inquiries re audit disclosures.
03/25/09
Gregg Amber
Prepare guaranty for World OiL.
3.50
0.60
03/25/09
James B O'Neal
0.50
2.80
Addilional disbursements may have ben paid or ncurred on your behalf and are not reflected in this statement.
An addihonal statement covering such disbursemanti wil be furnished to you. The abbreviation (PAL. (LC).or (DC) rollowing an individual's name denotes paralegal, law derk or document derk.
April 3, 2009
Invoice No. 55328 i
023353-0006
Page No.2
Gregg Amber
03/27/09
Continue review and revision of AIF, financial statement footnotes and MD&A; audit committee meeting.
03/30/09
4.00
Gregg Amber Review materials circulated by G. Tywoniuk; reserve committee and board meetings.
Laurie Biegel ( PA)
Update Minute Books.
3.00
03/30/09
0.30
03/31/09
Laurie Biegel ( P A)
Review emails regarding minutes; assemble list of minutes and written consents needing signature; follow up regarding same.
1.0
18,10
$8,078.00
Filing Fees
75.00
2.32
Telecopier
Miscellaneous
22.88
Total Disbursements
$108.94
$8, i 86.94
$8,186.94
Additional disbursements may heve been paid or incurred on your behalf and are not reflcted in this statement. An addniooal statement cov&ing such disbursements will be furnished 10 you. Too abbreviation (PA), (LC),or (OC) following an individual's name denotes paralegal, law clen\ or document clerk
TAXPAYERS ACCOUNT
NO 9:;3519027
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 I West Ocea Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
569392
023353 - 0029
James O'Neal
Date
November 6, 2009
INVOICE SUMMARY
6,367.50 6,367.50
Wire Instructions
Union Ban 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.
Addilional disbursements may have been paid or incurred on your behalf and are not reflected in this slatement. An additional statement coverin such disbursements will be furnished to you.
Thi abbreviation (PA). (te),or (DC) following an individual's nam.. denotes paralegal. law clerk or docment cierI"
611 ANTON BOULEVARD SUITE 140 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 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
REMITTANCE COpy
*** PLEASE RETIRN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees
6,367.50 6,367.50
Wire Instructions
California i 8300 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,
Union Bank of
Additional disbursements may have been paid or incurred on your behan and are not refiecled in this statement. An additional statement ccvenng such disbursements will be furnished to you. Th abbreviation (PA). (l C).or (DC) following an individual's name denotes paralegal, law clerk or docment ciarl.
TAXPAYERS ACCOUNT
NO 9:;3519027
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 I I West Ocean Boulevard, Suite 1240 Long Beach~ CA 90802
Invoice No.
Account No.
Biling Atty.
Date Page
November 6, 2009
I
Gregg Amber
Weekly
0.70
all hands update calL.
10/0 1/09
Garett Sleichter
i. 10
Prepare for and participate in weekly update call with Pacific Energy working group.
I 0/08/09
Cristy G Parker
Paricipate on weekly status update call with G.
1.00
Tywoniuk, M. Cervi, 1. Wolf, i. Kharasch, M. Litvak, S. Winn and others re varous outstanding matters.
10/08/09
Garett Sleichter
1.0
Gregg Amber Telephone conference with D. Katic re history and background of secured loans (0.2); conference with P. Parmes re same (0.2); review DJP credit agreement re
same (0.2).
0.60
10/13/09
Gregg Ai:ber
Telephone conference with D. Katic, V. Katic and T. Beckett re DIP credit agreement and time for various challenges.
0.80
AddiUonal disbursements may have been paid or incurred on your behalf and are nol refteclad in this stalement.
An additonal statement rovering such disbursements wi" be furnishe \0 you. The abbreviation (PA), (LC),ar (DC) follong an individual's name denales paralegal. law clerk or document clerk.
023353-0029
Page No.2
i 0/15109
0.70
10/15/09
Cristy G Parker
Paricipate in weekly working group update call with G.
0.80
Garett Sleichter
Research deadlines regarding cerain lenders' rights and
2.70
claims.
10/22/09
Cristy G Parker
Paricipate on weekly status update call with G.
0.60
i 0/22/09
0.70
i 0/22/09
Prepare for weekly status call (0.3); participate in weekly status call with Pacific Energy working group (0.8).
10/29109
1.0
Cristy G Parker Paricipate on weekly all hands status update call with G. Tywoniuk, M. Cerv and others.
0.70
10/29/09
0.70
10/29/09
i. 10
Prepare for and participate in Pacific Energy working group weekly status conference call.
Total Hours
Total Professional Services
14,40
$6,367.50
$6,367.50
Additional disbursemenls may have ben paid 0( incurred on your behalf and are not reflected ,n Ihis slalernnl
An additional statement covering such disbursements will be furnished to you.
Tt abbreviation (PA), (lC),or (DC) following an individuals name denoles pmalegal. law clerk or dOl;lJlienl clerk.
November 6, 2009
023353-0029
Page No.3
21,869.90 (7,642.80)
14,227.10
$20,594.60
ACCOUNTS RECEIVABLE
o - 30 DAYS
$6,367.50
61 - 90 DAYS
$ 1,910.70
OVER iso
$0.00
Additional disbursements may hav" been paid or incurred on your behaff and are not renected in this statement.
TAXPAYERS ACCOUNT
NO 95-3519027
SUITE 1400
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr TY"v'oniuk, Sr. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Att.
Date
November 6, 2009
Fee Application
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Wire Instructions
Union Bank of Cali fomi
i 8300 Von Kanan Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to le invoice number listed above.
Additonal disbursements may have been paid or incurred on your behaH and are not reflected in this statement.
TAXPAYERS ACCOUNT
NO 95-3519027
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 CPO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
Fee Application
4,218.00 4,218.00
Wire Instructions
Union Ban of Californa 18300 Yon Karman Irvine, CA 92612 ABA II: 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 beha~ and are not reflected in this statement. An additional statement covering such disbursements will be furnishe to you. ThA "bbrevi~tion (PII), (LC),or (DC) following an Individual's namo dunules paralegal, law cler! or dOCumenl clerk.
TAXPAYERS ACCOUNT
NO 95-J51'X27
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
569393
023353 - 003 I
James O'Neal
Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Billing Att.
Date Page
November 6, 2009
I
Matthew Grimshaw Email from S. McFarland re second interim tee application (.1); email from S. McFarland re responding to fee auditor's reprt (. J).
Matthew Grimshaw Email exchange with G. Amber re second interim fee application issues (.2). Matthew Grimshaw Email exchange with G. Amber re adding another Rutan attorney to next billing cycle to deal with insurance
carer issues arising from Mt. Redoubt errption.
0.20
1 0/07/09
0.20
10/12/09
0.20
i O/J 3/09
2.80
10/14/09
Matthew Grimshaw Draft, revise, and finalize second interim fee application.
Matthew Grimshaw Work on September 2009 fee application.
Matthew Grimshaw Work on September fee application.
2.10
i 0/l5/09
1. 10
1 O/l
9/09
i. JO
Additonal disbursements may have ben paid or incurre( on your behart and are not reftected in this statemenL An additional statement covering suc disbursements wil be fumishe to you.
Th abbreviation (PAl, (LC).or (oe) following an individual's name denotes paralegal. law clerk or document den..
November 6, 2009
023353-003 i
Page No.2
10/20/09
Matthew Grimshaw
2.80
Matthew Grimshaw Email exchange with G. Amber re outstanding fee application issues. Matthew Grimshaw Email exchange with S. McFarland re no objections to Rutan's August fee application. Matthew Grimshaw
Email exchange with G. Amber re certificate of
0.20
10/23/09
0.20
10/26/09
0.20
no
objection re August.
11.0
$4,218.00
$4,2 i 8.00
13,463.90 (5,833.60)
7,630.30
$ i 1,848.30
ACCOUNTS RECEIVABLE
o - 30 DAYS
$4,218.00
61 - 90 DAYS $1,458.40
91 - 180 DAYS
$2,290.20
Additonal disbursements may have been paid or incrred on your behalf and are not reOecled in this slalement
An additional stalement covering such disbursemenls wil be furnishe 10 you. Th abbreviation (PA), (LC).or (DC) following an individual's name denoles paralegal. law cia", or document cle",.
TAXPAYERS ACCOUNT
NO 95.3519027
611 ANTON BOULEVARD SUIT 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 i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date
November 6, 2009
Corporate Governance
INVOICE SUMMARY
2, i 94.00
622.95 2,816.95
Wire Instructions
Union Bank ofCalifomia 18300 Von Karman Irvine, CA 92612 ABA #: J 22000496 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 additionat stale men! covering such disbursements will be furnishe 10 you. Th abbreviation (PA), (LC),Qf (DC) following an lntividual's name denotes paralegal, law clerk or docment clerk.
TAXPAYERS ACCOUNT
NO 95-3519021
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.
Date
November 6, 2009
Corporate Govemance
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
Fees and Costs Due This Invoice
2,194_00
622.95 2,816.95
Wire Instructions
Union Ban of Californa 18300 Von 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 ooen paid or incurred on your ooha~ and are not reflected in this slatement. An additional stalement covering such disbursemenls wil be fumished to you.
The abbreviation (PA), (I.ei.or (DC) following an individual's name donotos paralegal. lew clerj or document clerk.
TAXPAYERS ACCOUNT
NO 9S-3519027
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 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
569394
023353 - 0032
James O'Neal
Date Page
November 6, 2009
I
I % 1/09
Laurie Biegel ( P A)
1.0
2.80
Review Meeting Minutes and update Minute Book Index and task list (0.40); prepare Statements of
Infonnation reflecting offce closures, changes to
parent and subsidiaries (1.20); research whether amendment to biennial report is required in Alaska due to officer and director changes and prepare amendment to biennial report (0.70); prepare email to G. Tywoniuk regarding
offcers and changes to directors of
Laurie Biegel ( P A)
0.70
Updated Minute Books with written consents (0.40); prepare filing agent instructions for amendments to annual filings (0.30).
10/13/09
Laurie Biegel ( P A)
0.10
0,70
Additional disbursements may have ben paid or incurred on your beha~ and are nol reflected in lhis statement.
An additional statement covering such disbursements will be furnished to you.
lru abbrrmation (PAl. /LC),or (DC) following an individual's name denotes parale9al. law clerk or document clerk
November 6, 2009
Page No.2
10/24/09
Gregg Amber
Work on minutes of
0.50
board meeting.
10/26/09
0.30
1 0/26/09
0.70
10/27/09
0.30
10/30/09
0.20
7.60
$2,194.00
Total Disbursements
$622.95
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
Total Balance Due
$2,816.95
12,311.90 (3,108.00)
9,203.90
$12,020.85
Additional disbursements may have been paid or incurred on \'ur behalf and are nol reflected in this statement An additonal stalement covering such disbursements wil be furnished \0 you.
Tho abbreviation (PA), (LC).or (DC) following an individual's name denoles paralegal. law clerk or documnt cle'k.
Page No.3
ACCOUNTS RECEIVABLE
0-30DAYS
$2,816.95
61 - 90 DAYS $777.00
91 - 180 DAYS
OVER 180
$0.00
$3,312.90
Addilional disbursements may have been paid or incrred on your behalf and are not reflecled in this slalemenl.
TAXPAYERS ACCOUNT
NO 95-3519027
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 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvne, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice nwnber listed above.
Additional disbursements may have been paid or incurred on yor behalf and are not reffected in this statement.
TAXPAYERS ACCOUNT
NO 9:;3519027
(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.
Biling Atty.
Date
November 6, 2009
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees Disbursements and Costs Advanced
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 behalf and are not renecled in this statement.
An additional statement covering such disbursements will be furnished to you.
The abbreviation (PA), (ie),or (DC) following"n iniivid,,,I's name denotes paralegal, law clern or document clork.
TAXPAYERS ACCOUNT
NO 95-3519027
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 Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billing Atty.
Date Page
Penelope Parmes Conference with G. Amber and D. Katic regarding sale issues.
1.00
I 0/05/09
Ciisty G Parker Review proposed revisions from D. Cosgrove re exploration assets purchase and sale agreement (0.3); communicate via e-mail with L. Wolfre same (0. I)
Gregg Amber
Conference with P. Pares re abandonment order and
0.40
i 0/06/09
0.40
0.50
1 0/07/09
Ciisty G Parker Prepare redlines of Cook Inlet Energy purchase and sale
agreement and related agreements and schedules per G.
0.40
Tywoniuk's request (0.3); communicate via e-mail with G. Tywoniuk re same (0.1).
i 0/07/09
Gregg Amber Review abandonment orders (0.3); telephone conference with D. Katic re same (0.2); correspondence
0.70
Additional disbursements may have been paid or incurroo on your behalf and are not reflected in this stalement.
Pagc No.2
Gregg Amber Conferences and correspondence with D. Katie, G. Tywoniuk and C. Parker re possible unwind of Alaska abandonment.
0.50
1 0112/09
Cristy G Parker
Prepare revised clean and marked versions of Group 1
8.40
purchase and sale agreement (5.2), exhibits and schedules (i .5), and deposit agreement (0.8); telephone conferences and e-mail communications with G. Tywoniuk, L. Wolf, buyer's counsel and others regarding same (0.9).
10/13/09
Gregg Amber Telephone conference with D. Katic, V. Katic and A. Marno regarding effects of abandonment and
abandonment rescission.
0.80
10/13/09
Cristy G Parker Draft summar of proposed purchase and sale agreement for use in court motion (0.9); telephone conferences and communicate via e-mail with G. Tyworluk, L. Wolf, D. Cosgrove, buyer's counsel and others re revisions needed to purchase and sale agreement and exhibits and schedules (0.7); revise same
(2.1 ).
3.70
I 0/14/09
Cristy G Parker Revise Group 1 purchase and sale agreement, exhibits and schedules (4.3); review and comment on sale motion and notice (0.9); telephone conferences and e-mail communications with buyer's counsel, G. Tywoniuk, L. Wolf, M. Cervi, R. Saunders, 1. Kharasch and others re
same (1.2).
6.40
1 Oil 4/09
Gregg Amber Review sale motion and CIE purchase documents (0.5); correspondence with working group re same and re Board approval issues (0.3).
0.80
Addijional disbursements may have been paid or incurred on your behalf and are not reflected in this stat
omen!.
Th abbreviation (PA). (lC).or (DC) following an individual's name detes paralegal. law CIBr1 or documAnt clor1.
Page No.3
10/14/09
Garett Sleichter
1.60
Review and prepare comments to draft Purchase and Sale Agreement with Cook Inlet Energy.
1 0/14/09
Garett Sleichter Review and prepare comments to notice and motion to vacate Alaska abandonment.
Cristy G Parker Revise exhibits and schedules to Group i purchase and sale agreement (1.9); e-mail communications and telephone conferences with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same (i .5); e-mail communications with B. Sullivan and numerous
interested paries re same (1.3); offce conferences with
3.50
10/15/09
5.60
G. Sleichter and S. Hoh and e-mail communications with R. Saunders and potential buyers re confidentiality
agreement issues (0.9).
10/15/09
Garett Sleichter Update and manage Merrll datasite and user access.
Cristy G Parker Review and comment on drafts of notice and motion re
rejection of
0.50
10/16/09
4.10
I purchase and sale agreement, exhibits and schedules (1.4); comment on cure notice schedule (0.5); communicate via e-mail with D. Cosgrove, M. Cervi and others in working group re same (0.8).
10/19/09
Cristy G Parker Revise schedules and exhibits for Group 1 purchase and sale agreement (1.0); e-mail communications with D. Cosgrove, M. Cervi, G. Tywoniuk, L. Wolf and B, Sullivan re same (0.5).
Cristy G Parker
E-mail and telephone communications with G.
Tywoniuk, M. Litvak, S. McFarland, L. Wolf
1.50
10/20/09
0.50
and Union
Cristy G Parker
3.50
Additional disbursements may have ben paid or Incurred on your behalf and are not reflected in Ihis statement. An additional statement covering such disbursements will be furnishe to you. The abbreviation (PA), (tC),or (DC) following an individual', name denotes paiale!lal, law clerk or document clerk.
November 6, 2009
023353-0033
Page No.4
Revise Group i purchase and sale agreement exhibits and schedules to incorporate buyer comments (1.3); communicate with G. Tywoniuk, L. Wolf, D. Cosgrove and others via e-mail re same (0.4); distrbute same to buyer and various interested paries, including Union, Aurora, Steptoe, USDOJ and others (0.9); prepare summar of ORRI issues relating to purchase and sale agreement and communicate via e-mail and telephone with S. McFarland re same (0.9).
i 0/22/09
Cristy G Parker Telephone conferences with G. Tywoniuk, S, McFarland and M. Cervi re treatment of royalties under Group i purchase and sale agreement (0.5); prepare requested redlines of Group 1 purchase and sale agreement and exhibits and schedules for G. Tywoniuk
and board members (0.4).
0.90
10/23/09
Cristy G Parker Communicate via e-mail with G. Tywoniuk and L. Wolf re Union objections to Group i purchase and sale agreement. Cristy G Parker Provide D. Cosgrove with requested documents re Group i sale to Cook Inlet Energy.
Cristy G Parker Revise disclosure schedules for Cook Inlet Energy pl1rchase and sale agreement (i.3); communicate via e-mail with D. Cosgrove, G. Tywoniuk and others re same (0.6); revise Cook Inlet Energy purchase agreement
(0.6); prepare closing checklist (0.9).
0.20
1 0/26/09
0.30
10/27/09
3.40
10/27/09
6.40
and comment on Stellar deposit agreement (0.9); communicate via e-mail with G. Tywoniuk and i. Kharasch re same (0.9); prepare closing checklist (1.9).
10/28/09
Cristy G Parker
3.90
Addilional disbursements may have been paid or incurred on yor behaff and are not reffected in this statement.
An additional statement covering such disbursements wil be furnished to you. Th abbreviation (PA). (LC),or (DC) fOllowing an individual's rwno danotos paralegal. law clerk or doument cleric
November 6, 2009
Page No.5
Revise Cook Inlet Energy purchase and sale agreement, exhibits, schedules and closing checklist (2.8); telephone conferences with G. Tywoniuk and D. HaIl re same (0.6); e-mail communications with G. Tywoniuk, D. Cosgrove, L. Wolf and others re same (0.5).
10/28/09
Cristy G Parker Revise Stellar purchase and sale agreement, exhibits, schedules and closing checklist (2.8); telephone conferences with G. Tywoniuk re same (0.3); e-mail communications with G. Tywoniuk, D. Cosgrove, L. Wolf and others re same (0.5).
3.60
10/29/09
0.80
communications with G. Tywoniuk, R. Kumararatne, G. Amber and L. Wolf re same and re closing preparations
(0.4).
10/29/09
Gregg Amber
Review objections to vacatur of abandoruent and draft
0.50
Cristy G Parker Review and comment on board resolutions re approval of sale of assets to Cook Inlet Energy (0.4); e-mail communications with G. Tywoniuk, R. Kumararatne, G. Amber and L. Wolfre same and re closing preparations (0.4).
0.80
L 0/29/09
Rushika Kumararatne Review purchase agreement re sale of group 1 assets and draft written consents re same.
2.80
10/30/09
Cristy G Parker Telephone conference with M. Litvak re terms of Cook Inlet Energy purchase and sale agreement (0.2); communicate with G. Tywoniuk, L. Wolf and other working group members re closing preparation and
outstanding items (0.4).
0.60
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this stalernnl. An additional statement covering such disbursements will be furnishe to you. Tho abbreviation (PA), (Le),or (DC) following an individual's ""me denotes paralegal, law clerk or doulliBril "il",.
Page No.6
10/30/09
Cristy G Parker Communicate via e-mail and telephone with Stellar counsel, G. Tywoniuk, and other working group
members re closing preparation and outstanding items.
0.50
Total Hours
Total Professional Services
69.50
$31,137.50
28.79
I 1.40
Total Disbursements
$40.19
$31,177.69
219,418.93
(8 i ,207.50)
138,211.43
$169,389.12
ACCOUNTS RECEIVABLE
o - 30 DAYS
$3 1,177.69
61 - 90 DAYS
$63,680.30
OVER 180
$0.00
Additional disbursements may have ben paid or incurred on your behalf and are not reflected in this statemenl.
TAXPAYERS ACCOUNT
NO 95-3519(27
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
569396
023353 - 0034 James O'Neal
November 6, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
4,022.50 4,022.50
Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Union Ban of
Additional disbursements may have been paid or incurred on your behaij and are not reffected in this statement.
An additional stalemenl covering such disbursements wil be furnished 10 you. The abbreviation (PA), (LC),or (DC) following an individual's nilme denotes paralegal, law CoIp,rK or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
569396
023353 - 0034 James O'Neal November 6,2009
Date
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees
4,022.50 4,022.50
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.
Addilional disbursements may have been paid or incurred on your behalf and are not reflacted in this statement.
An additional statement covering such disbursements wil be furnishe to you. TI.. "oolevi"liuli (PAl, (LCl,ol (OCl following an Individual's nama daMtes pafalega/. law clerk or docment clerk.
TAXPAYERS ACCOUNT
HO 9!;3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Billing Atty.
Date Page
November 6, 2009
1
1.00
10/16/09
Garett Sleichter Research and review Beta transaction documents and historical operating agreements per request of L. Wolf.
Garett Sleichter
3.90
10/16/09
1.10
10/21/09
Cristy G Parker Communicate via e-mail with S. Itoh and others re confidentiality agreements for access to data site.
Garett Sleichter
0.30
10/2 1/09
0.70
2.70
Review representations and warranties sections of lenders' credit bid purchase and sale agreement.
10/30/09
Garett Sleichter
0.50
Additional disbursements may have been paid or incurred on your beha~ and are not reflecled in this statement. An additional statement covering such disbursements wil be furnished to you. The abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerk or document clerk.
023353-0034
Page No.2
Total Hours
Total Professional Serices
10.20
$4,022.50
$4,022.50
49,121.01
(4,901. I)
44,219.70
$48,242.20
ACCOUNTS RECEIVABLE
o - 30 DAYS $4,022.50
61 - 90 DAYS $1,219.50
OVER iso
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reftecied in this statement.
TAXPAYERS ACCOUNT
NO 95-3519027
(714) 641.5100
Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sf. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
November 6, 2009
Financing
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
1,805.00 1,805.00
Wire Instructions
Union Bank of Californa 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 ben paid or incrred on your behair and are not reflected in this statement.
An addiorial statement covering such disbursements will be furnished to you.
Th abbreYiaon (PA), (LC),or (DC) rOllowing an individual's name denotes paralegal, law ckork or docu'lllrl "Ittik.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 841-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
Financing
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
1,805.00 1,805.00
Wire Instructions
Union Bank of California
Additional disbursemenls may have been paid or incurred on your behalf and are not reffecled in this statement.
An additinal slatemeof covering such disbursements will be fumished to you. The abbreviation (PA). (LC).or (DC) fallowing an individuiil'~ MIT dftnotft. p~rai.~i. law cle", or douninl clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 9262B-195O
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr, VP and CFO I i I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No,
Account No.
Biling Atty.
569397
023353 - 0035
James O'Neal
Date Page
November 6, 2009
i
RE: Financing
FOR PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2009
i % 1/09
Gregg Amber Review DIP Amendment No.6 and correspondence with working group re same (0.2).
0.20
10/01/09
Rushika Kumararatne Review DIP credit agreement with regards to notice provisions (,3); correspondence with client re same (. i).
Garett Sleichter
Research affrmative and negative covenants in DIP
0.40
10/02/09
1.00
Cristy G Parker Review amendment no. 6 to DIP credit agreement and e-mails from lenders' counsel and G, Tywoniuk re same.
0.30
I 0/12/09
Cristy G Parker Office conference with G. Amber re DIP facility restrictions and terms,
Gregg Amber Review 7th Amendment to DIP Credit Agreement and correspond with working group re same.
0.30
10/30/09
0.20
10/30/09
Cristy G Parker
1.80
Additional disbursements may have been paid or incrred on your behaK and are not reflected in this statement.
An additional statement covering such disbursements wil be fumished to you. Th abbreviation (PA), (LC),or (DC) following an individual's name denotes paralegal, law claIR 0' document clerk.
Financing 023353-0035
Page No.2
Review, analyze and comment on amendment to DIP credit facility (1.4); communicate via e-mail with G. Tywoniuk, M. Cervi and A. Bandes re same (0.4).
4.20
$ I ,805.00
$1,805.00
55,990.26 (7,796.00)
48, i 94.26
$49,999.26
ACCOUNTS RECEIVABLE
o - 30 DAYS
$ i ,805.00
91 - 180 DA YS
OVER 180
$0.00
$37,239.26
Additional disbursements may have been paid or incurred on your behalf and are not renected in this statement
An additiol statement covering such disbursements wil be furnishe to you.
The abbreviation (PA), (LC),or (DC following an individual's name denotes paraleal. law clerk or docment clerk.
TAXPAYERS ACCOUNT
NO 9:;3519027
611 ANTON
BOULEARDSUITE 140
Pacific Energy Resources Ltd. Attn: Gerr Tywomuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240
lnvoice No.
Account No.
Billing Atty.
569398
023353 - 0038
James O'Neal
Date
November 6, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
2,935.00 2,935.00
Wire Instructions
California 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009
Union Bank of
Additional disbursements may have been paid or Incurred on your beha~ and are not reflecled In this statement. An additional statement covering suc dkbursemenls will be furnished to you.
Th abbreviation (PA). (lC),or (DC) folloing an individual's name denotes paralegal. law clen. or document clen..
TAXPAYERS ACCOUNT
NO 9/;3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
AUn: Gerr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
November 6, 2009
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMIlTANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
2,935.00 2,935.00
Wire Instructions
Union Ban 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 ~ur behaH and are nol reflected in Ihis slatemeht.
An additional slalement covering such disbursements will be furnished to ~u. The aboreviation (PA). (LC),or (DC) following an individual's name denotes paralegal, law clan. or document cion..
TAXPAYERS ACCOUNT
NO 95-3~19027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date Page
November 6, 2009
1
Catherine Parsons Research the statute of limitations for fiduciar duty and other bankruptcy related claims under Delaware and federal law (for D&O tail policy purposes).
Catherne Parsons
1.0
10/05/09
1.0
lO/05/09
Rushika Kumararatne
Update options table for September terinations;
l.40
0.10
Garett Sleichter Analysis re current capitalization and prepare fully-diluted capitalization table as of September 30, 2009.
3.30
10/27/09
Garett Sleichter Review and update fully diluted capitalization table as of September 30,2009 based on updated stock option information.
i. 10
Additional disbursments may have been paid or incurred on your beha~ and are not renected in this statement. An aditional statement covering such disbursements will be fumlshed to you. The abbreviation (PA). (lC).or (DC) tollowing an individual's name denotes paralegal. law clerk or document clerk.
Page No.2
I 0/27109
Rushika Kumararatne Review cap table and correspondence with client regarding questions on same.
0.30
Total Hours
Total Professional Services
9.00
$2,935.00
$2,935.00
7,659.90 (3,207.20)
4,452.70
$7,387.70
ACCOUNTS RECEIVABLE
0- 30 DAYS $2,935.00
31- 60 DAYS $1,242.50
Additional disbursements may have ben paid or incurred on your behaH and are not reflected in this statement. An additioal statement covering such dlsbursemenls will be furnishe 10 you.
Th abbreviation (PA). (LC).or (DC) following an individual's name denotes paralegal. law clerK or document Cie"'.
TAXPAYERS ACCOUNT
NO 9&-3519027
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.
Biling Atty.
Date
November 6, 2009
Confidentiality Agreements
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
3,110.00 3,110.00
Wire Instructions
Union Bank uf Californa i 8300 Von Karman Irvine, CA 92612 ABA #: 12200096 Swift Code: BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & Tucker LLP
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this statement. An additional slatement covering such disbursements wil be furnished to you. The abbreviation (PA), (lC).or (DC) following an individual's name denotes paralegal, law clerk or doument derk.
TAXPAYERS ACCOUNT
NO 95-351!127
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
III West Ocean Boulevard, Suite 1240
Invoice No.
Accunt No.
Biling Atty.
Date
November 6, 2009
Confidentiality Agreements
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE *** CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
3,110.00 3,110.00
Wire Instructions
Union Ban of Californa 18300 Von Karman
Irine, 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 refl""led in this slalement
An additional 51alemenl covering such disbursemnts wil be furnished to you. The abbreviation (PA). (Le),or (OC) following an individual's name denoles paralegal, law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 92628-1950 (714) 641-5100
Invoice No.
Account No.
Biling Atty.
569399
023353 - 0039 James O'Neal
Date Page
November 6, 2009
1
0.10
Prepare correspondence to Mr. Gruder regarding WL Ross & Co. confidentiality agreement.
i 0/15/09
Shigenobu Hoh
0.10
Telephone conference with Mr. Perold ofWL Ross & Co. LLC regarding confidentiality agreement.
10/15/09
Shigenobu Itoh
1.00
Telephone conference with Mr. Gruder or WL Ross & Co. LLC regarding comments to confidentiality agreement.
10/15/09
Shigenobu Itoh
0.30
10/15/09
Shigenobu Itoh
0.10
Prepare correspondence to Mr. Tywoniuk regarding WL Ross & Co. LLC confidentiality agreement.
10/15/09
Shigenobu Hoh
0.90
Review and prepare comments to confidentiality agreement with WL Ross & Co, LLC.
101 15/09
Shigenobu Itoh
0.80
Addilional disbursements may have been paid or incurred on your Dehalf an are not refleCled in this statement. An additional statement covering such disbursements wil De furnished 10 you. The abbreviation (PA). (LC),or (DC) following an individual's name denoles paralegal, law clen. or document cleric
November 6, 2009
Page No.2
0.20
Telephone conference with Mr. Perold ofWL Ross & Co. LLC regarding confidentiality agreement.
10/15109
Shigenobu Hoh
0.10
Prepare correspondence to Mr. Gruder regarding confidentiality agreement and data room access information.
10/15109
0.90
Shigenobu Hoh
0.20
Review and prepare correspondence with Mr. Cosgrove regarding confidentiality agreement with WL Ross &
Co. LLC.
i 01 i 6/09
Shigenobu ltoh Telephone conference with WL Ross & Co. LLC regarding data site access.
Shigenobu Itoh Review correspondence from WL Ross & Co. LLC regarding confidentiality agreement.
Shigenobu !toh
0040
101 I 6/09
0.20
1O/l9/09
0.30
agreement.
i Oil 9/09
Shigenobu Hoh
0.10
Prepare correspondence to Mr. Cosgrove regarding WL Ross & Co LLC confidentiality agreement.
1O/l9/09
Shigenobu Hoh
0.10
0.50
Addijional disbursements may have ben paid or inculTed on your behalf and are not refiected in this statement. An additional statement covering such disbursements will be furnished 10 you. The abbrevlation (PA), (LC).or (DC) following an indlvidual's name denotes paralegal. law clerk Of document clerk.
Page No.3
Telephone conference with Mr. Cosgrove regarding WL Ross & Co. LLC confidentiality agreement.
10/21/09
Shigenobu Itoh
0.60
Review and prepare comments to confidentiality agreement with Woodlands Oil & Gas.
10/2 I /09
Garett Sleichter
1.50
Review and revise proposed form of confidentiality agreement from potential Beta purchaser Woodlands Oil
and Gas, Inc.
i 0/27/09
Shigenobu Itoh Prepare correspondence to Mr. Lynd regarding Chevron letter to Rapid Funding LLC confidentiality agreement.
Shigcnobu Itoh
0.10
10/27/09
0.50
0.10
Review correspondence from Mr. Lynd regarding executed Rapid Funding LLC confidentiality agreement.
10/30/09
Shigenobu Itoh
0.10
Total Hours Total Professional Services Total Current Fees Previous Balance Due Payments and Adjustments Prior Balance Due
9.20
$3,110.00
$3, Ii 0.00
10,105.20 (858.00)
9,247.20
$12,357.20
Additional disbursements may have ben paid or incurred on your behaff and are not renected in this slateman!. An additinal slatemant covering suc disbursements will be furnishe to you.
The abbreviation (PA). (LC).or (DC) followin an individual's name denotes paraleal. law clerk or document clerk.
o - 30 DAYS $3,110.00
OVER 180
$0.00
Additional disbursements may have been paid or incurred on your behalf and are not reflected in this staleme!. An additinal statement covering such disbUTsements 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 ~5-J519027
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 i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Billng Atty.
Date
November 6, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
3,850.00 3,850.00
Wire Instructions
Union Bank of Caliorna
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 stalement.
TAXPAYERS ACCOUNT
NO ~5-3519027
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO I 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
3,850.00 3,850.00
Wire Instructions
Union Bank of Calilomia
18300 Von Karman
Irvine, CA 92612 ABA #: 122000496 Swift Code; BOFCUS33MPK Account Number: 0630133009
Account Name: Ruta & Tucker LLP
Additional disbursemets may have been paid or incrred on yor behalf and are not reflected in Ihis slalemont. An addilional slatement covering such disbursemenis wil be furnished to you. Th abbreviation (PA). (LC),or (DC) following an individual's name deooles paralegal. law cleli or docment cle.li.
TAXPAYERS ACCOUNT
NO 95-3519027
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 I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No,
Account No.
Biling Atty.
Date Page
November 6, 2009
I
0.60
i 0/05/09
Garett Sleichter
Draft and respond to email communication regarding amendment to deposit account control agreement.
10/06/09
0.20
Garett Sleichter Review proposed execution draft of amendment to deposit account control agreement (0.3); prepare execution draft of same (0.2); draft and respond to emaIl conuunication regarding same (0.2).
Garett Sleichter
0.70
10/14/09
Draft and respond to email communication regarding deposit account control agreement amendment.
lOll
0.20
5/09
Garett Sleichter Draft and respond to email conuunication regarding amendment to deposit account control agreement.
Duke F Wahlquist
0.20
Oil 9/09
0.20
Additinal disbursements may have been paid or incurred on your behaij and are not reflected in this slatement.
An additional slalement covering such disbursements wil be furnished 10 you. Th abbreviatio (PA), (LC).or (DC) following an individual's name denoles paralegal. law clerk or doument clerk.
Pacific Energy Resources Ltd. General Contract Review and Preparation 023353-0040
10/20109
Duke F Wahlquist Review of policy and other materials relevant to insurance claim (3.0); conference with client representatives regarding Cook Inlet Losses and insurer's position regarding same (0.8); phone conference with expert regarding relationship, if any, between volcanic eruption and earthquake as potential causes of loss in connection with waiting period for claim (0.8).
Duke F Wahlquist Conference call with insurance co representatives, client and broker regarding status of claim and additional information requested by insurer.
4.60
I 0/22/09
0.70
10/27/09
Garett Sleichter Review final amendment no. 1 to amended and restated deposit account control agreement with Wells Fargo.
0.30
7.70
$3,850.00
$3,850.00
6,810.00 (1,770.00)
5,040.00
$8,890.00
ACCOUNTS RECEIVABLE
0-30DAYS
$3,850.00
61 -90
DAYS
$442.50
Additional disbursements may have been paid or incurred on your behan and are not reflected in this statement.
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.
56940 I
023353 - 0041
James O'Neal
Date
November 6,2009
Securities Issues
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
50,00 50.00
Wire Instructions
Union Bank of Calforna
Additional disbursements may have been paid or incurred on yor behalf and are not reffected in this statement. An additional statement covering such disbursements wil be fumished to you. Tl alibreviatlon (PA). (LC),or (DC) follOwing an individual's name denotes paralegal. law clerk or document cle"'.
TAXPAYERS ACCOUNT
NO 91;3519021
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 Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
Date
November 6, 2009
Securities Issues
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMITIANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
50.00 50.00
Wire Instructions
Union Bank of Californa 18300 Von Kanan 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 aditional statement covering suc disbursements wil be furnished to you. The abbreviatioii (PA). (iC),Of (DC) following an individual's name denotes paralegal. law clerk or docnt clene
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 195 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 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
56940 i
023353 - 0041
James O'Neal
November 6,2009
1
Date Page
10/01/09
Catherine Parsons Communicate with varous brokers regarding legend to legend transfers.
0.20
0.20
$50.00
$50.00 10,841.60
$10,891.60
ACCOUNTS RECEIVABLE
0-30DAYS
$50.00
61 - 90 DA YS
$0.00
Additional disbursements may have been paid or incurred on your behaij and are not reflected in this slatemenL An additional slatement covenng such disbursemenls will be fumished to you. The abbr..viation (PA). (LC),or (DC) following an individual's name denotes paralegal. law c1er\ or document clerk.
EXHIBIT B
tl)3Jj5- t/rI
fiEC . r~~'.~
~\l '3 \l /.".;
.\\JEO
" ~ . ....--
~CCOV:/"..
iii~~i~~i!i~iii~ii~!i
*AP1058924*
CUP Sp 1 it Pea 5 . 95
Sutot i 18.45
Ba 1 ance Due
Account II 25710
f
19.88
0'-6
Tip
TOTAL
'3 ~;
~)- f1
Sign I~
*PLEASE PAY THE CASHIER* We Appreciate
Yiir !:ii:;in:;:;
( fl4) 6 3354
EXHIBIT 3
TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Offcial Commttee of Unsecured Creditors (the "Notice Paries")
PLEASE TAKE NOTICE that Rutan & Tucker, LLP ("Ruta"), special counsel
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has
filed its Ninth Monthly Applicationfor Compensation and Reimbursement of Expenses of
Rutan & Tucker, LLP as Special Counsel to the Debtors and Debtors in Possession, for
the Period from November 1, 2009 through November 30, 2009, seeking compensation
for services in the amount of $92,5 i ) .00 and reimbursement of costs incured in the
amount of $67.25 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if
must be made in accordance with the Admirstrative 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 ta identifcation 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 111 W. Ocean
Banptcy Cour for the Distrct of Delaware, 824 Market Street, Wilmington, Delaware
19801, and received by no later than 4:00 p.m. (Eastern Time) on December 30,2009,
(the "Objection Deadline").
that they are received not later than December 30, 2009, 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, Att: Gerr Tywoniuk, Senior VP &
CFO and (2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Att:
Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachulski
Stag Ziehl & Jones LLP, 919 Nort Market Street, 17t1 Floor, Wilmington, DE 19899-
8705, Aitn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: lionesrapszilaw.com;
(2) Pachulski Stag Ziehl & Jones LLP, 10100 Santa Monica Blvd., lIth Floor, Los
Angeles, CA 90067-4100; Att: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail:
ikharashranszilaw.com; and (3) Ruta & Tucker, LLP, 61 1 Anton Blvd., Ste. 1400, Costa
Mesa, CA 92626, Att: Penelope Panes, Esq.; Fax
714-546-9035, email:
Building, 844 N. Kig 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"), (1) Steptoe & Johnson LLP, 2121 Avenue of
2123/023353-03 i
1050087.01.1210910
-2-
Floor, Los Angeles, CA 90067; Att: Katherine C. Piper, Esq., Fax: (310) 734-3173, email: kpiper(qsteptoe.com and (2) Pepper Hamilton LLP, Hercules Plaz, Ste 5100, 1313
N. Market Street, Wilmington, DE 19801; Att: James C. Cargnan, Esq., Fax: (302) 4218390, e-mail: icarignan((pepoerJaw.com (the "Notice Paries")
PLEASE TAKE ji'URTHER NOTICE that if
Application are timely fied, served and received, a hearng on the Application wil be
held at the convenience of the Banptcy Cour. Only those objections made in wrting
and timely filed, served and received in accordance with the Administrative Order and
the procedures described herein will be considered by the Banptcy Cour at such
hearing.
Objection Deadline, the Applicant may be paid an amowit 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
Email: mgrimshaw(ftan.com
Special Corporate and Litigation Cowisel for the Debtors and Debtors in possession
2123/023353-003 i
1050087.01.12109/09
-3-
In re Chapter i 1
PACIFIC ENERGY RESOURCES LTD., et a/.,! Case No. 09-10785(KJC)
Debtors.
(Jointly Administered)
Objections Deadline: December 30,2009 at 4:00 p.m. Hearng Date: Only If Objections Are Timely Filed
NINTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUT AN& TUCKER LLP. AS SPECIAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 1. 2009 THROUGH NOVEMBER 30. 2009
Name of Applicant:
Ruta & Tucker LLP
Date of Retention:
Special Counel to Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 1, 2009 November 1, 2009 though November 30,
200~
$92,51 1.00
Necessar:
Ths is a:
-- monthy
$67.25
interim
_ final application.
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identifcation number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (ta J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); San Pedro Bay Pipeline Company (l234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of the Debtors is 11 i W. Ocean
Boulevard, Suite 1240, 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 applicat reserves the right to include any
time expended in the time period indicated above in futue application(s) if it is not
2123/023353-0031
105589701.12108/09
The total time expended for fee application prepartion is approximately 5 hours
and the corresponding compensation requested is approximately $1,900.00.
Date
Fi Ip.tl
Requested
Period r
F eeo
Requested ..
$1,389.62
$ 1 0,542.35
Approved .
Fees
6/1 7/09
March 9, 2009, to
March 3 I, 2009
$102,732.50 $124,537.50
$ 1 20,999.50
$82,186.00
6/24/09
817/09
8/11109
April 1, 2009 to April 30, 2009 May 1, 2009 to May 31,2009 June 1,2009 to
$99,630.00
$96,799.60
$1 18,934.00
$10,542.35
$372.81
$ I 96.50
$372.81
$ 196.50
June 30,2009
8/17/09 9/30/09
10/20/09
July 1,2009 to July 31, 2009
$148,667.50
$327,090.00
$486.93
$363.61
$261,672.00
$486.93
$363.61
$144,951.00
$116,324.41
$72,254.80
$90,318.50
$112.33
$112.33
1 1/24/09
$67,767.50
$772.08
Pending
Pending
RUTAN PROFESSIONALS
Position of the Applicant,
Number of Years in that
Name of Professional
Gregg Amber
Total Hours
2.7
Total
$ 1 ,485.00
Duke Wahquist
$550.00
0.4
$220.00
included herein.
21231023353-0031
1055897.01 _12108/09
-2-
Name of Professional
Cristy G. Parker
Position of tbe Applicant, Number of Years in tbat Hourly , Position, Prior Relevant Billig Experience, Year of Rate Ob!aining License to (including
Parner since 2005;
Total Hours
126.2
Total
$56,790.00 .
Matthew Gnmshaw
Member of CA Bar since 1995; Member of 0 r Associate since 2002; Member of CA Bar 2000; Member of Financial
$450.00
$380.00
6.7
$2,546.00
Garett Sleichter
$375.00
66. I
$24,787.50
Rushika Kumararatne
Cathenne Parsons
$325.00
20
$6,500.00
$250.00
0.3
$75.00
Laurie Biegel
$215.00
0.5
$107.50
Grand Total:
COMPENSATION BY CATEGORY
2 i 231023353-103 i
105589701 a12/08/09
-3-
EXPENSE SUMMARY
3
Total
EmaIl : mgrmshaw~ruta.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 priar service providers for the categories described.
2J23/023353-l03 i 1055897.01.12108109
-4-
Chapter 1 I
NINTH MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF RUTAN & TUCKER LLP. SPECIA COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 1. 2009 THROUGH NOVEMBER 30.2009
Pursuant to sections 330 and 331 of Title 1 I of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federa Rules of Banptcy Procedure
(collectively, the "Banuptcy Rules"), and the Cour's "Administrtive 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"), Ruta & Tucker LLP ("Ruta" or the
"Finn"), special counsel to the Debtors and Debtors in Possession ("Debtors"), hereby
submits its Ninth Monthy Application for Compensation and for Reimburement of
The Debtors in these cases, along with the last four digits of each of the Debtors'
federal ta identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal
Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not
available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC
(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and
Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is II W. Ocean
Boulevard, Suite i 240, Long Beach, CA 90802.
Expenses for the Period from November i, 2009 though November 30, 2009 (the
"Application").
By ths Application Ruta seeks a montWy interim allowance of compensation in
the amount of $92,5 i i .00 and actual and necessary expenses in the amount of $67.25 for
a total allowance of $92,578.25, and payment of $74,008.80 (80% of the allowed fees)
and reimbursement of $67.25 (100% of the allowed expenses) for a total payment of
$74,076.05 for the period November i, 2009 though November 30, 2009 (the "Interim
Backl!round
i i cases.
Professional may submit monthly fee applications. If no objections are made within
i J 23/023353-003 J
1055969.01 ali108/09
-2-
twenty (20) days afr 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 3 i, 2009, at three-month intervals, each Professional shall fie and serve an
interim application for allowance of
for that period. All fees and expenses paid are on an interim basis witil final
allowance by the Cour.
4. The retention of
Debtors, was approved effective as of the Petition Date by this Court's "Order
Granting Debtors' Application Pursuant to Sections 105(A), 327, 328, and 330 of the
Bankptcy Code Authorizing Debtors to Retain, Employ and Compensate Ruta &
Tucker, LLP as Special Corporation and Litigation Counel," entered on or about May
pocket expenss.
the Debtors.
6. Ruta 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
21231023353-003 i
1055969.01 aI2/08/09
-3-
parers 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 Ruta with a retaner to
secure payment of the fees owed to it by the Debtors and the expenses incured by
Ruta on the Debtors' behalf. Rutan received payments from the Debtors during the
year prior to the Petition Date in the amount of $2,437, 1 69.16. After the Petition Date,
Ruta obtained the Cour'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
application (for the period of March 9, 2009, to March 31, 2009), Ruta sought
approval of $ 1 02,732.50 in fees and $ 1,389.62 in expenses. Under the Administrative
Order, Ruta received approval of $82,186.00 in fees and $ 1 ,389.62 in expenses with
respect to its fust monthy fee application. In its second monthy fee application (for
the period of April 1,2009, to April 30,2009), Ruta sought approval of
$124,537.50
in fees and $ 10,542.35 in expenses. Under the Administrative Order, Rutan received
approval of $99,630.00 in fees and $10,542.35 in expenses with respect to its second
fee application. Under its thrd fee application (for the period May 1, 2009, to May 31,
21231023353-031 1055969.01.1210810
-4-
application (for June 1, 2009, to June 30, 2009), Rutan sought approval of $148,667.50
in fees and $ i 96.50 in expenses. Under the Administrative Order, Ruta received
approval of$1 18,934.00 in fees and $196.50 in expenses with respect to its four fee
application. Under its fift fee application (for the period Julyl, 2009, to July 31,
2009), Ruta sought approval of $327,090.00 in fees and $486.93 in expenses. Under
in expenses with respect to its fifth fee application. Under its sixth fee application
(for August 1, 2009, to August 31, 2009) Ruta sought approval of $144,951.00 in
fees and $363.6 i in expenses. Under the Administrative Order, Ruta received
approval of $1 16,324.41 in fees and $363.61. Under its seventh fee application (for
the period September i, 2009 to September I, 2009, to September 30, 2009), Ruta
Exlbit A. These statements contain daily time logs describing the time spent by each
attorney and paraprofessional durng the Interim Period. To the best of Ruta's
knowledge, ths Application complies with sections 330 and 331 of the Banptcy
Code, the Federal Rules of Banptcy Procedure, this Court's Local Rules, and the
Administrative Order. Rutan's time reports are either (a) initially handwrittn by the
attorney or paralegal performing the described services and then entered into Ruta's
computerized billng program by
2 i 231023353..03 i
1055969.01 aI2/08/09
-5-
10. A summar of actual and necessar expenses incured by Ruta for the
Interim Period is attched hereto as par of Exhbit A.
i i. Rutan charges $0.10 per page for photocopying expenses related to
automatically record the number of copies made when the person that is doing the
copying enters the client's account nwnber into a device attched to the photocopier.
reflects Ruta's calculation of the actual costs incured by Ruta 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. Ruta does not charge the Debtors for the receipt of faxes in ths case.
13.
21231023353-0031
1055969.01 ,12/0810
-6-
LEXIS and WESTLA W), Ruta charges the stadard usage rates these providers
charge for computerized legal research. Ruta bils 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 fiims charge clients for such services. In addition, Ruta believes that such
charges are in accordance with the America Bar Association's ("ABA") guidelines,
as set fort in the ABA's Statement of Principles, dated Januar 12, 1995, regarding
biling for disbursements and other charges.
professional services in these cases durg the Interim Period, and the paralegals and
case management assistats of Ruta who provided services to these attorneys durng
16. Rutan, by and though such persons, as special corporate and litigation
counel, has advised the Debtors on a regular basis with respect to varous corporate
and litigation matters in connection with the Debtors' banptcy cases, and
perfonned all necessary professional services which are described and narated in
detail below. Ruta's efforts have been extensive due to the size and complexity of
2123/023353-031 1055969.01.12108/09
-7-
provided in the category that best relates to such services. However, because certn
services may relate to one or more categories, services pertning to one category may
generally described below, with a more detailed identification of the actual services
provided set forth on the attached Exhibit A, which identifies the attorneys and
paraprofessionals who rendered services relating to each category, along with the
number of hours for each individual and the total compensation sought for each
category.
Fees: $8,078.00; Hours: 18.1
18. During the Interim Period, the Finn, among other things: (I) reviewed
and analyzed documents; (2) analyzed issues relating potential claims and creditor
assertions; (3) partcipated in case strategy sessions; (4) researched and analyzed
issues; and (5) communicated with and advised the Debtors.
Fees: $1,497.50; Hours: 3.3
B. Fee Application
19. During the Interim Period, the Fin, among other things: (1) prepared
its monthy fee application and supportng documentation; (2) reviewed and responded
to the Fee Auditor's report with respect to Rutan's First Interim Fee Application; and
(3) corresponded with others regarding Ruta's fee applications_
Fees: $2,546.00; Hours: 6.7
C. Corporate Governance
20. Durng the Interim Period, the Finn, among other thgs: (1) assisted
the Debtors in the preparation of the Debtors' board minutes; (2) reviewed and
2123/023353-003 i 1055969.01.12108/09
-8-
analyzed documents; (3) updated and helped maintan the Debtors' corporate books
and records, and (4) communcated with and advised the Debtors.
work in connection with a potential sale of certin of the Debtors' assets located in
Alaska; (2) drafted and revised a purchase and sale agreement with respect to certn
of the Debtors' Alaska assets; (3) maintained an online data-room to allow potential
sale of certain of Debtor's Alaska assets; and (6) communcated with and advised the
Debtors with respect to the potential sale of certn of its Alaska assets.
Fees: $60,407.50; Hours: 139.6
E. Beta Asset Sale
22. Durng the Interim Period, the Firm, among other things: (I)
maintained an oiine data-room to allow potential purchasers to do due diligence in
connection with potential sales of assets; (2) reviewed and analyzed documents for
Beta tranaction; (5) analyzed issues relating to potential sale of assets; (6) performed
legal research, and (7) communicated with and advised the Debtors with respect to the
potential sale of certain assets.
Fees: $24,560.00; Hours: 65
2123/023353_0031
1055969.01 aJ2/08/09
-9-
F. Financin2:
23. During the Interim Period, the Finn, among other thngs: (l) analyzed
issues relating to an amendment to the temis of the debtor-in-possession financing
credit facility; (3) analyzed issues relating to potential transactions; (4) analyzed issues
relating to potential transactions; and (5) communicated with and advised the Debtors
24. Durng the Interim Period, the Finn, among other thngs: (l) reviewed
and analyzed documents; (2) researched legal issues; and (3) communcated with and
advised the Debtors regarding these issues.
Fees: $827.50; Hours: 2.3
H. Other Alaska Proceeds if any
25. Durng the Interim Period, the Finn, among other things: (l) analyzed
potential claims the Debtors may have against ther insurance companes relating to a
work stoppage; and (2) communcated and advised the Debtors regarding such clais.
Fees: $625.00; Hours: 1.3
i. Securities Issues
26. Durng the Interim Period, the Fimi, among other thgs: (1)
communcated with varous brokers of restrcted securties; and (2) analyzed issues
relating to Debtor' restrcted securties.
Fees: $75.00; Hours: .3
2123/023353-003 i
1055969.01 al2l08109
-10-
,-
Valuation of Services
27. Attorneys and paraprofessionals of Ruta expended 222.9 hours in
connection with their representation of the Debtors durg the Interim Period, as
follows:
RUT AN PROFESSIONALS
Name of Professional
Gregg Amber
Duke Wahlquist
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to. Practice,
Hourly,
Billig
Total Hours .
2.7
.4
Total
$1,485.00
$220.00
Cristy G. Parker
126.2
$56,790.00
$2,546.00 $24,787.50 $6,500.00
Matthew
Grmshaw
Garett Sleichter
6.7
66.1
Rushika Kumararatne
Catherine Parsons
20
0.3
$75.00
Laurie Biegel
or
$2 15.00
0.5
$107.50
28. The nature of the work performed by these persons is fully set fort in
- i i-
29. Under 330 of the Banptcy Code, Ruta 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
value of such services, and (e) the costs of comparble services other than in a case
under the Banptcy Code. Furher, Rutan has reviewed Local Rule 2016-2 and the
Adnnistrative Order and believes that ths Application complies with requirements of
that Rule and Order.
WHEREFORE, Ruta respectfully requests that, for the period from November i,
2009, to November 30, 2009, it be awarded on an interim basis $92,578.25, consisting of
fees in the amount of $92,51 1.00 and expenses in the amount of $67.25, and that it be
authorized to receive a payment from the Debtor of $74,076.05 consisting of 80% of the
allowed fees ($74,008.80) and i 00% of the allowed expenses ($67.25). Ruta also
requests such other and fuer relief as the Cour deems just and proper.
R~
2123/023353-031
105596901 .12108109
-12-
VERIFICATION
State of California )
County of Orange )
)
Mattew W. Grimshaw, afer being duly sworn according to law, deposes and says:
a) I am an attorney with the law firm of Rutan & Tucker, LLP ("Ruta"), and
have been admitted to practice law before all of the cour of
Compensation and for Reimbursement of Expenses of Rutan & Tucker, LLP Special Counsel to
the Debtors and Debtors in Possession for the Period from November 1,2009, through
November 30, 2009 (the "Application"). To the best of
entered on or about April 8,2009 (Docket #147), and submit that the Application substatially
complies such Rule and Order.
~~~
2123/023353-0031
J0561l8.01 a12l7/09
COUNTY OF ORANGE)
On th ~y of Decemb
, Notary Public
(here insert name an title of the offcer)
/ .
INDIVIDUAL
CORPORATE OFFICER(S)
TITLE(S)
which
the
o o
P ARTNER(S)
o LIMITED
o GENERAL
ATTORNEY-IN-FACT
o TRUSTEE(S)
o GUARDIAN/CONSERVATOR
o OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(lES)
(seal)
0r CO -
OPTIONAL SECTION
THIS CERTIFICATE MUST BE A TT ACHED TO THE TITLE OR TYPE OF DOCUMENT:
DOCUMENT DESCRIBED AT RIGHT:
Though the dala requested here is nut re4uired by law, ii could prevent rraudulent Reimbursement of Expenses reattachment or this ronn.
NUMBER OF PAGES:
DA TE OF DOCUMENT:
/d- -9 - ~ ~
EXHIBIT A
TAXPAYERS ACCOUNT
F"
"
NO I$-J51 9027
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Att.
57 i 906
023353 - 0029
James O'Neal December 7, 2009
I
Date Page
Gregg Amber
Weekly all hands update calL.
0.10
1l/12/09
0.70
i 1 /I 2/09
Cristy G Parker
Paricipate on weekly update call with G. Tywoniuk and others re status of open items.
0.60
1 i /1 2/09
Garett Sleichter
0.70
i 1/19/09
Gregg Amber
Weekly all hands update calL.
0.30
11/19/09
Cristy G Parker
Paricipate on weekly update call with G. Tywoniuk and
0.30
others.
i 1/19/09
Garett SJeichter
0.60
Addlliona' dl.b"rsemenIB may have ben pad or incured on your bet\U and are not refllad in 1m. s!alamon!. An additina .!alemanl covering suc disbuemenIB wiD be furnshe 1o you. Th abbreviatin (PAl. (LC).o, (DC) followin an Indvidual's Mme denotes paraleal. law cler\ Of docment clOr\.
December 7. 2009
Invoice No. 571906
023353-0029
Page No.2
3.30
$1,497.50
$ J ,497.50
20,594.60 (3,746.80)
16,847.80
$18,345.30
ACCOUNTS RECEIVABLE
o - 30 DAYS
$ l ,497.50
31- 60 DAYS
$6,367.50
91 - 180 DA YS
$5,636.10
AdiUonal dloburseenls may have'been paid or incurr on yo beha~ and are 1101 r.acllK in ths statemnt.
Th .bbrevl.lln (PAl, (LCl.Ol (OC) folloing an individar. name denote. par.leiial. la clar or docnl clerk.
TAXPAYERS ACCOUNT
NO 9:;3519027
SUITE 1400
'(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
571906
023353 - 0029 James O'Neal December 7, 2009
Date
INVOICE SUMMARY
CURRENT INVOICE SUMMARY:
Professional Fees
i ,497.50
.'
J ,497.50
Wire Instructions
Union Bank of Californa 18300 Von Karan Irvine, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Numbo:r: 0630133009
Additio disb..ements may have ben paid 0' incrred on your behalf and are not reced In this Slatemenl An edllional .tal.menl coverng sw" disbursemets wil be furnishe to yo.
Tho abbrevlalln (PA). (LCl.or (DC) following an indiviuar. 1\"' denotes paralegl, law Cieri or docurnnt clerk.
TAXPAYERS ACCOUNT
NO 95-35190~7
.:
(714) 641-ol00
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 J I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
December 7, 2009
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMIITANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
1,497.50 1,497.50
Wire Instructions
Union Ban of California 18300 VOll Karm Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Accounl Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above,
Additnal di.bursernls may have been paid 0( Incoo on your beha~ and are not ",fleted in thi slatemenl.
An additinal statement coveong suc disbu..menl wiY be furshe \0 you.
Th abbreviatvn (PAl, (Lel,or (DC) ro~owng an Indlvlaua's name aeotes p'''Ie.I, law clBf or OOnt clerk.
TAXPAYERS ACCOUNT
NO 85-3518021
611 ANTON BOULEVARO SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CAUFORNIA 92628-1950
(714)641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO
1 I I West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
57 i 907
Date Page
Matthew Grimshaw
Rutan's invoices for Nov 2009 fee application (.3); emaiJ exchange with G. Amber re Nov fee application issues (. I).
Preliminary review of
0.40
11/06/09
Matthew Grmshaw Review email from S. McFarlaiid (.J); review and analyze the Fee Auditor's final report regarding Rutan's First Interim Fee Application (.2).
0.30
i i /09/09
Matthew Grimshaw Analyze issues relating to Rutan invoice that was inadvertently omitted from First Monthly Fee Application (.4); emaiJ exchange with G. Amber re same (.2); review email and char from S. McFarland re infonnation needed by the Fee Auditor relating to
Second Interim Fee Application (. I).
0.80
1 i /l 0/09
Matthew Grimshaw Email exchange with G. Amber re Fee Auditor issues (.2); review email from K. Finlayson with infonnation re
scheduling a telephonic appearance at the heang on First Interim Fee Application (. I).
0.30
11/12/09
Matthew Grmshaw
0.20
Addiliooal disbursements may have been paid or Inced on yoUf beh.lf and .re no ,,,nected in this sl.Iernn\.
The .bbreviall (PA), (LC).or (OC) follwing an indlvluals name denotes paalegal. law de", or docment cle",.
December 7. 2009
Invoice No. 571907
023353-0031
Page No.2
Email exchange with G. Amber re First and Second Interim Fee Application issues (.2).
11/23/09
0.20
4.00
1 1/24/09
0.50
Total Hours
Total Professional Serices
6.70
$2,546.00
30.00
Total Disbursements
$30.00
Total Current Fees and Costs Previous Balance Due Payments and Adjustments Prior Balance Due
$2,576.00
11,848.30
(3, i 06.50)
8,741.80
$11,317.80
Additinal dlsbur6emets may have been paid or incu,Ted on yo behan and are not reflected in tils statement. An aditonl statement coverng such disburoamenli will be furnlshed 10 you.
The abbrevlalln (Pi\). (LC).or (OC) foJlowiTl an individual', name denotes pa.h'gar. law detk or doument cle"".
ATTORNEVS AT LAW
December 7, 2009
Invoice No. 57 J 907
Page No.3
ACCOUNTS RECEIVABLE
0- 30 DAYS $2,576.00
31- 60 DAYS $4,218.00
61 - 90 DAYS $775.20
Additonal disburiemenls may have been paid or inced on )Or beW and are not reacted in Ihi slal.menl.
A" acliUoI stalement covenf1 such dlsbursments wll b luhed to you.
The abbreviation (PAl. (LC),ar (DC) folloing an indlvidual. name denal,. paralegal, law cia", or doument clerk.
TAXPAYERS ACi;OUNT
NO 9s.36190n
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO I I I West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
57 i 907
023353 - 003 i
James O'Neal
Date
December 7,2009
Fee Application
INVOICE SUMMARY
Wire Instructions
Union Bank of Cali fomi
18300 Von Karan Irvine, CA 926J2 ABA #: i 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additnal disbur!;sment: may have been paid or incured on your behalf and are n01 reflcted in this stalement.
The abbrevlalion (PAl, (LC),or (DC) followng an inlvirual's name Oele& paraleal. law clerk or document clerk.
TAXPAYERS ACCOUNT
NO 9"'3519027
G
611 ANTON BOULEVARD SUITE 1400 POST OFFIE BOX 1950 COSTA MESA. CAUFORNIA 92628-1950
(714)641-5100
~
Attn: Gerr Tywoniuk Sr. VP and CFO i i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
57 i 907
023353 - 0031
James O'Neal
December 7,2009
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
Wire Instructions
Union Ban ofCalifomia i 8300 Von Kanan Irvne, CA 926 i 2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rulan & Tucker LLP
Reference: Please refer (0 the invoice number listed above.
Additil disbuf5emnts may have ben paid or InCUred on your behalf an are not 'enecled in thls slawme\.
Th abbreviation (PA). (LC).or (DC) foll an indiduars name denotes paraleal. law clen. or OL.nt clerk.
An addlllonal statement covering s'JC disbursment wm be furnishad \Q you.
SUITE 140
POST OFFICE BOX 195 COSTA MESA, CALIFORNIA 9262ll1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I J West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Att.
57 i 908
023353 - 0032
James O'Neal
Date Page
December 7, 2009
1
Laurie Biegel (PA) Review recently executed wrtten consents and update Minute Books with same,
Laure Biegel ( P A)
0.20
1 1/09/09
Review original signatues and update Minute Book and task list.
11/17/09
Laurie Biegel ( P A)
0.10
0.20
0.50
$107.50
$107.50
12,020.85 (4,091.20)
7,929.65
$8,037.15
Additional disbursements may have been paid 0( incufTed on you behalf and are not reflected in this slatement. An additinal tiitment covering UCh dj,bursemen1s wiU be fUlni5hBd to ~. Tha abbreviation (PA), (IC),or (DC) following an indviduars name denoles paaleg./. law clrk or doument clerk.
December 7. 2009
Invoice No. 571908
023353-0032
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $107.50
61 - 90 DAYS $1,022.80
Additional disburame may hava beon paid or incurrad on )I behaH and are not rliecad in thl. slateman\.
An addilinaJ sllomenl coerng &U diabursmanls wHI be furnshe 10 you.
The abbreviati (PAl. (LC).or (DC) folowing an indivuaro nama denotes paralegel, ia-l c1rt or doument clork.
TAXPAYERS ACCOUNT
,.
NO 95-519027
(714) 641-5100
Pacific Energy Resources Ltd. Altn: Gerr Tywoniuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No. Biling Att.
57 i 908
023353 - 0032
James O'Neal
December 7,2009
Date
COlJorate Governance
INVOICl: SUMMARY
CURRNT INVOICE SUMMARY:
Professional Fees
107.50 107.50
Wire Instructions
Union Bank of California 18300 Von Karan Irvine, CA 926 i 2
ABA II: 12200096 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.
Addillonal dlsour",menls may have ben paod or Inrred on your behaff aro are not refleced in this statement An addmonal statement covDring such disb"",ementa wil be lumi.he to you. The abbreviation (PA). (Le),or (DC) folloing an iroividi-l'. name de""le. paralegal. law clrk or document clerk.
TAXPAYERS ACCOUNT
NO 95-3519027
SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CALIFORNIA 9262R-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 11 i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
Corporate Governance
107.50 107.50
Wire Instructions
Union Ban ofCaJifomia 18300 Von Kaan
Irvine, CA 926 J 2 ABA #: i 22000496 Swift Code: BOFCUSBMPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additonal disbusements may have ben paid or incurred on yo behalf ar- are not reflcted in thl. sl3lemenl.
Th.. abbniaoon (PA). (LC),or (DC) folloing an jr-ividuar. name d8fta& paralegal. law clerl Of ilumn! cl_n.
TAXPAYERS ACCOUNT
NO ~:;J519021
611 ANTON BOULEVARD SUITE 140 POST OFICE BOX 1950 COSTA MESA. CAliFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO II i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
57 i 909
023353 - 0033
James O'Neal December 7, 2009
1
Date Page
RE: Alaska Asset Sale FOR PROFESSIONAL SERVICES RENDERED THROUGH NOVEMBER 30,2009
1 1/02/09
Cristy G Parker Review and analyze Ramshom purchase and sale agreement, exhibits and schedules (2.4); communicate with G. Tywoniuk and 1. Kharasch re same (0.3).
Cristy G Parker Revise closing checklist, schedules and exhibits for Stellar purchase and sale agreement (1.3); distribute schedules and exhibits to buyer and interested parties (0.2); communicate with buyer, G. Tywoniuk, M. Cervi and L. Wolfre closing preparations (0.8).
2.70
i i /02/09
2.30
11/02/09
Cristy G Parker Revise closing checklist, schedules and exhibits for Cook Inlet Energy purchase and sale agreement (1.8); distrbute schedules and exhibits to buyer and interested parties (0.2); communicate with buyer, G. Tywoniuk, M. Cervi and L. Wolfre closing preparations (0.9). Cristy G Parker Prepare revised purchase and sale agreement and
exhibits and schedules for Ramshom Investments (J .5);
2.90
11/03/09
2.60
prepare closing documents (0.9); conference call with G. Tywoniuk and working group re sale hearng and auction
issues (0.2).
Additional disbursements may have ben pai or incrred on ro' behalf aOd are not reneeled in Ul;& iaalemenl. An addrtonal slatemtnt covering Suc disbUlsernnls wil be fi.ished to you.
Th abbreviation (PAl. (lC).o( (DC) folloing an indivldual's name deotos paralegal. law el0r\ or document elor\.
December 7,2009
11/03/09
Cristy G Parker Prepare closing documents for Stellar Energy purchase and sale agreement (0.9); conference call with G. Tywoniuk and working group re sale hearing and auction
issues (0.2).
1. io
1 1/03/09
Cristy G Parker Communicate viae-mail with L. Wolfand G. Tywoniuk re closing preparations for Cook Inlet Energy purchase and sale agreement (O.S); prepare closing documents (0.9); conference call with G. Tywoniuk and working group re sale hearing and auction issues (0.2). Cristy G Parker Revise Alaska Group 1 purchase and sale agreement and exhibits and schedules for Stellar Energy (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).
1.60
i i /04/09
0.90
11/04/09
Cristy G Parker Revise Alaska Group i purchase and sale agreement and exhibits and schedules for Ramshom Investments (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).
0.90
11/04/09
Cristy G Parker Revise Alaska Group 1 purchase and sale agreement and exhibits and schedules for Cook Inet Energy (0.7); communicate via e-mail with G. Tywoniuk and L. Wolf
re same (0.2).
0.90
I 1/05/09
Cristy G Parker Revise purchase and sale agreement and exhibits and schedules for Stellar (I .3); communicate via e-mail with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same
(0.3); prepare ancilar closing documents (1. i); review
and comment on portions of
3.20
I )/05/09
Cristy G Parker Revise purchase and sale agreement and exhibits and schedules for Cook Inlet Energy (1.3); communcate via
3.20
lh abbreviatin (PA), (Le),or (OC) follng an individuar. name denl.. paralegal, law den- or documenl clerk.
Additional disbursement may have been pad 0( ncoed on your behaff and are no r.nected in this slatement. An additinal slatemem covoring such disbursements wm be lumishad 10 yo.
I,
December 7, 2009
Invoice No. 571909
Page No.3
e-mail with G. Tywoniuk, L. Wolf, D. Cosgrove and others re same (0.3); prepare ancillar closing documents (1. I); review and comment on portions of DonIel settlement affecting the purchase and sale agreement (0.5).
I 1/05/09
Cristy G Parker Review deposit agreement for Ramshorn (0.3); revise purchase and sale agreement and exhibits and schedules for Ramshom (1.3); communcate via e-mail with 0. Tywoniuk, L. Wolf, D. Cosgrove and others re same
(0.3); prepare ancilar closing documents (1. i); review
3.50
I 1/06/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement and exhibits and schedules to incorporate comments from working group, Donkel and others (4.9);
communicate via e-mail and telephone with buyeT's
6.40
counsel, Donkel's counsel, G. Tywoniuk, L. Wolf, M. Litvak, D. Cosgrove and others re same (1.5).
I 1/07/09
Cristy G Parker Review and comment on amendment no. i to Cook Inet purchase and sale agreement (0.9); e-mail communication with G. Tywoniuk, D. Cosgrove and buyer re same (0.2).
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, amendment no. 1 to same, and exhbits and schedules (2.1); telephone conference and e-mail communications with G. Tywoniuk, L. Wolf, and JR Wilcox re same (2.2).
LlO
11/08/09
4.30
11/09/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement and exhibits and schedules (2.8); review and comment on fonn ofORRl conveyance for Donkel (1.4); review and comment on revisions to sale order (0.4); e-mail communication with L. Wolf, G. Tywoniuk, M. Litvak,
5.40
Addi~1 dii;bu"ments may hav ben paid or IncUlrd on your behan ii are no rof6Ctod in ths statement. An aditiol statement COVflng $uc disbuts wil be fumklod 10 you.
Th abb,vlali (p.o,. (LC).or (DC) follong an iruar. na denole$ paralegal. law cieri or diinl clri.
December 7,2009
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment no. i to purchase and sale agreement to incorporate comments from the
parties and varous interested persons (2.7);
6.10
communicate via e-mail with G. Tywoniuk, M. Litvak, buyer's counsel and various interested persons re same
and re sale order issues (3.4).
11/11/09
Cristy G Parker Telephone conferences with C. Miler re Forest Oil questions, B. Sullvan re Cook Inlet Energy comments, C. Davis re Donkel comments, and others (3.0); working group calls with G. Tywoniuk, M. Litvak and 1. Wolf re open items relating to Cook Inlet Energy purchase and sale agreement (2.4); revise and comment on purchase and sale agreement, exhibits and schedules, amendment
no. i, and sale order (2.2).
7.60
1 1/12/09
Cristy G Parker Numerous telephone conferences and extensive e-mail communications with G. Tyworuuk, 1. Wolf,!. Kharasch, M. Litvak, B. Sullivan, C. Miller, G. Finizio.
and other interested paries in connection with finalizing
4.60
sale order and Cook Inlet Energy purchase and sale agreement and exhibits and schedules (2.9); revise
purchase and sale agreeent and exhibits and schedules (1.7).
11/13/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment no. 1 to purchase and sale agreement to incorporate comments from
numerous interested persons (2.9); e-mail
4.60
communications and telephone conferences with G. Tywoniuk, 1. Wolf, M. Litvak, 1. Kharasch, B. Sullivan
and others re same (1 .7).
11/16/09
Cristy G Parker.
2.80
Additional dlsbi..emenls may have bn paid Of Inrred on ~ur b8ha~ and ar nol raflctad In this slalemanl
An addItionl 51alamnt covering suc dlsbuemen!i will be furr 10 you
The abbreviation (PAl. (iel,or (DC) lo1long an indivlduar. name derole. paralegal, law clerk or documont clerk.
December 7, 2009
Invoice No. 571909
Pagc No.5
Revise Cook bilet Energy purchase and sale agreement exhibits and schedules and amendment to PSA (1.9); e-mail communications with G. Tywoniuk, L. Wolf, M. Litvak, L. Marnuzi, M. Mils and others re same (0.9).
11/17/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, amendment to PSA and amendment to letter agreement with Donkel (2.2); e-mail communications and numerous telephone conferences with G. Tywoniuk, L. Wolf, M. Litvak, L. Maiinuzzi, M. Mills, B. Sullvan, C. Davis, P. Russell, D. Cosgrove. JR Wilcox and others re same and re closing preparation (3.9).
6.10
1 1/ I 8/09
Ciisty G Parker Revise Cook bilet Energy purchase and sale agreement, exhibits and schedules, and amendment to purchase and sale agreement to incorporate comments from various
paries (3.6); conference call with Donkel attorneys and
6.90
others re comments to Donkel letter agreement and Cook Inlet Energy sale documents (0.7); e-mail communcations with G. Tywoniuk, M. Litvak, L. Wolf,
and varous interested paries' counsel re open items re
sale (2.2); review and comment on varous draft court fiings relating to sale (0.4).
i I II 9/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits, schedules, amendment to purchase and sale agreement, and amendment to Donkel letter agreement (1.2); all hands call and numerous conference calls with lawyers for Alaska, Donkel, Cook Inlet Energy and others re same (1.5); prepare closing documents (2.1);
offce conferences with R. Kumararatne re closing
5.10
preparation (0.3).
) 1/19/09
R ushika Kumararatne
Coordinate preparation of closing documents for closing (3.2); telephone conferences with L. Wolff regarding closing documents (0.5).
3.70
The abbrevi.tioo (PAl (LC),or (DC) folowing an individua's name denote. paralegal, law clerk or dournnt clerk.
Additional disbursemes may have been paid or Incred on yoLK behan and are not ",fleeted in this statement. An addltJnal statement covering sud dibu,.emnls will be furnshed to you.
Page No.6
J 1/20/09
Cristy G Parker Revise Cook Inlet Energy purchase and sale agreement, exhibits and schedules, and amendment to Donkel agreement (3.9); telephone conferences with G. Tywoniuk, L. Wolf and others re same (0.6); office conference with R. Kmnararatne re closing preparation (0.2); review and comment on excerpt from cerification of counsel re sale order (0.4).
5.10
i 1/20/09
2.80
11/23/09
4.90
i 1/24/09
Cristy G Parker Revise and finalize Cook Inlet Energy purchase and sale agreement, exhibits and schedules, amendment to purchase and sale agreement and amendment to Donkel letter agreement and coordinate execution of same (5.1); telephone conferences and e-mail communications with G. Tywoniuk, L. Wolf, M. Litvak, B. Sullivan, J. Wilcox, P. Russell, G. Finizio, L. Marnuzzi, W. Woolf and others re same (3.3); prepare closing checklist re
same (0.7).
9.10
i 1/24/09
RushIa Kumararatne
0.60
11/25/09
Rushika Kumararatne
Telephone conferences with Lyn Wolf regarding
3.40
Cristy G Parker
7.90
Addillo,,1 disbuflemenl. may have ben paid Of incumi co yor beha an are nol refled In this slalement
An additnal slalema coeri suc disbi8""ni wi/ be furnishad 10 yo.
The abbreVfll (PA). (LC).or (DC) folowng an indlvrs name denotes paraloaJ. law clerk or docment clerk.
Page No.7
with R. Kumararatne and telephone conferences with G. Tywoniuk, L. Wolf and others re closing preparation (2.3).
11/26/09
Cristy G Parker E-mail communications with L. Wolf, R. Kumararatne and J. Wilcox re preparation of closing documents for Cook Inlet Energy purchase and sale agreement.
Rushika Kumararatne
0.50
i 1/29/09
6.20
Cristy G Parker
Revise closing checklist, various certificates of and selIers, bil of sale and
6.00
buyers
conveyance documents (0.3); draft side letter re Cook Inlet Energy reimburement of rental payments (0.6).
i 1/30/09
Rushika Kumararatne
2.60
regarding closing
documents (0.3)
139.60
$60,407.50
28.40
8.85
Telecopier
Total Disbursements
$37.25
Additional disbursemnts may have ben paid or incrred on yo be~K and are not reecad in ths slalemeni.
An adional sttement covering suc disbursments wiU be furnihed to you. The abbrevlalion (PAl. (LC).or (DC) roming an indivldual's name denote. paraleal. law clerk or docment clerk.
December 7,2009
023353-0033
Page No.8
$60,444.75
169,389.12 (46,444.63)
122,944.49
$183,389.24
ACCOUNTS RECEIVABLE
o - 30 DA YS
$60,444.75
61 - 90 DAYS $11,589.50
Additinal disbi"..emanls may hava ben paid or Iorrd on your behan and ara nol retecad In this s!alemen.
TAXPAYERS ACCOUNT
NO 95-JM9027
(714) 641.,100
Pacific Energy Resources Ltd. Attn: Gcrr Tywoniuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billng Atty.
Date
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Disbursements and Costs Advanced
$ $
Wire Instructions
Union Bank ofCalifomia
18300 Von Karman Irvine, CA 926J2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rulan & Tucker LLP
Reference: Please refer to the invoice number lisled above.
Additional disbursments may have belfn paKJ or incurred on your behatf and are no1 refleced in lhls sta1ement.
An additil slalomen! covortng suc~ dlsburiemonis will be furnishe to you. The abbreviati (PA). (lC).or (DC) followng an individual's name denotes p"r~Ia.I.law c\ or doument cieri.
TAXAYERS ACCOUNT
~ ~
NO 95-35'5027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MESA, CALIFORNIA 92628-1950
(714) 641-5100
Invoice No.
Account No.
Biling Atty.
57 i 909
023353 - 0033
James O'Neal December 7, 2009
Date
REMIITANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees
Wire Instructions
Union Ban of Calforna
18300 Von Karman lrvine, CA 92612 ABA #: ) 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.
Additional disbursments 1TY have been pad Qf incrr Dn your behalf and are not renected in thrs statement.
An additional olatemel coverin suc di.b....mels wil b. furnshd to yo.
The abbevlaUon (PA), (lC),or (DC) folwing an invidual's na denotes paralegL. law cl.rk or docJTent c1i1.
Date Page
Cristy G Parker Offce conference with G. Sleichter re Beta purchase and sale agreement exhibits and schedules and information to be posted to datasite.
GareH Sleichter Research Beta documents in response to Silver Point
due diligence inquiry.
0.20
i i /02/09
2.10
1 1/02/09
Garett Sleichter
Review curent content of datasite (0.7); upload and remove documents from datasIte (0.8).
i 1/04/09
Garett Sleichter
1.0
Research regarding ORRIs, deeds of trust and amendments to same fied by lenders with respect to Beta interests (2.5); Research and review Beta acquisition
documents from Aera and SWEPT (2.0).
4.50
i 1/06/09
Gartt Sleichter
Review overrding royalty interests granted in Beta interests pursuant to B. Lyng inquiry (2.6); telephone conference with B. Lyng on finding re same (0.3).
1 1112/09
Garett Sleichter
2.90
3.70
Addional disbursements may have been paid or incured on your behal and are nol reflected in this slafement
The abbriation (PA). (Le).or (DC) followin .. individual's name denotes paralal. law clerl or document clerl.
023353-0034
Page No.2
Ciisty G Parker Telephone conference with G. Tywoniuk and offce conference re preparation of Bela purchase and sale agreement and exhibits and schedules.
Garett Sleichter
0.30
11/13/09
2.70
Conference with C. Parker rc Beta sale (0.3); analysis re status of disclosure schedules (i .0); research information for disclosure schedules (1.4).
11/15/09
Ciisty G Parker Provide G. Tywoniuk with various requested documents re Beta purchase and sale. Ciisty G Parker Offce conferences with G. Amber and G. Sleichter re prepartion for Beta sale.
Garett Sleichter
0.30
11/19/09
0.50
I 1/19/09
3.10
Review and edit Beta assets Purchase and Sale Agreement (2.0); review and edit Transition Services
Agreement (1.1).
1 1/22/09
Garett Sleichter
1.60
Research and analysis regarding preparation of exhibits and schedules to PSA (1.4); draft email communication to G. Tywoniuk regarding same (0.2).
1 1/23/09
Garett Sleichter
5.30
Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
11/24/09
Garett Sleichter
3.70
Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
11/24/09
Garett Sleichter
2.30
Th abboviali (PAl. (lC).or (DC) folloin an IncivK!uaJ'. naa denotes panlOlal. law clark or doument clark.
AT LAW
023353-0034
Agreement.
1 1125/09
Garett Sleichter Draft form of Aera bond. Garett Sleichter Review Beta contracts, licenses, permits and other documents for consent and notice requirements. Garett Sleichter Review court documents and correspondence regarding Beta sale procedure and timing.
2.40
11/25/09
3.10
11/25/09
2.50
1 1/25/09
Garett Sleichter Due diligence review of Beta and San Pedro Bay Pipeline Company.
Garett Sleichter
Populate Merll dataite with missing or updated Beta
1.0
11/25/09
0.70
documents.
11/27/09
Garett Sleichter Due diligence review of agreements, licenses, permits and leases affecting Beta Unit and San Pedro Bay Pipeline.
Garett Sleichter
5.30
11/28/09
3.70
Research due dilgence inquiries from lenders regarding Beta operatorship and pipeline ownerhip.
11/30/09
Gregg Amber
Extensive corresondence with G. Tywoniuk, G.
0.50
Garett Sleichter Draft revised Site Visit Indemnty Agreement. Garett Sleichter
0.70
i 1/30/09
1.0
Additonal diobursmonl. may have been paid or incooed on your behalf and are nol reflte In lhis slatement. An aditional stalemeni covering suc dlsburse""nls wi. be flXlshc to you.
The abbreviation (PA). (lC).or (DC) folloing an indvidual's name donates paraleal. law clrk 01 doument clerk.
December 7, 2009
023353-0034
Page No.4
Garett Sieichter
Telephone conference with J. Shar and B. Albergotti
11/30/09
0.60
2.50
4.60
Garett Sleichter
0.70
65.00
$24,560.00
$24,560.00
48,242.20 (3,347.67)
44,894.53
$69,454.53
ACCOUNTS RECEIVABLE
o ~ 30 DAYS $24,560.00 31- 60 DAYS $4,022.50
61 - 90 DAYS $831.83
Additna di.bumitl. ma have be paid or inrred on yo' behaJ and ar no refl 10 th _Ialeman!.
An &dllonl statent coeri"l sud disbusenls wil be nmlsho ID you.
The abbreviati (PA). (LC).o' (DC) follolr~ an Indlvldual's name d9ntes prale~al. law clerj or doumt cifk.
TAXPAYERS ACCOUNT
NO 9&-3519027
611 ANTON BOULEVARD SUITE 1400 POST OFFICE BOX 1950 COSTA MESA. CAUFORNIA 92628-195
(714) 641-5100
Date
December 7,2009
INVOICE SUMMARY
24,560.00 24,560.00
Wire Instructions
Union Bank of Cali fomi
AddHioi di.bL....menl. may have be paid 0' il1Lrd en yo' beha~ an .re not re1lcted in \hI. s\a.menl.
An additil sttemnt cover suc di.bursements wil be fu",i.hed 10 ~u.
nie abbreviation (PAl. (LC).or (OC) folwi an Indiviuars naa d.nolB. paralegal, law clenc 0' documnt clerk.
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
ACCOWlt No.
Billing Atty.
Date
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
24,560.00 24,560.00
Wire Instructions
Union Ban ofCalifomia
Additional disbursemets ""y nave been paid or incur on yor behalf and are not reflected In IhJs slatement. An additional slat6fnentcoverig such dlsbu.,menls wijl be furnhed to )'u.
The abbreviatio (PAl. (LC).or (DC) fonowlng an indlviduars name denote. paral"lal. law cler1 or docment cier1.
TAXPAYERS ACCOUNT
NO 95-35'9017
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Billing Att.
Date Page
December 7, 2009
1
RE: Financing
Gregg Amber Review 8th Amendment to DIP Credit Agreement (0.2);and conference with C. Parker re same (0.1).
Cristy G Parker Review proposed DIP facility amendment (0.2); telephone conference wtih G. Tyoniuk and communicate via e-mail with lenders' counsel re same (0.3). Cristy G Parker Review and comment on proposed DIP credit facility amendment (0.9); telephone and e-mail communications with G. Tywoniuk and lenders' counsel re same (0.3). Gregg Amber
Review C. Parker revisions to
0.30
11/11/09
0.50
1 I /12/09
1.20
11/12/09
0.20
8th Amendment to DIP
Credit Agreement.
i 1/13/09
Cristy G Parker
DIP facility amendment (0.7); communicate with G. Tywoniuk, A. Bandes and A. Meresidis and office conference with G.
Review and comment on revised version of
1.10
Gregg Amber
0.60
AddlUonal dlsbUlnments may have ben paid or Ini.ed on your beha~ and are no! renected in this sralement. An addilional "\aleman! coerng suc dlbursmenl wlU be funishe 10 you. The abbreviati (PA). (Le).or (DC) follonl1 an Indlviduars nao deotes paralogal, law clrj or document cleric
Financing 023353-0035
Conference with C. Parker (0. I), telephone conference with A. Meresidis (0.2) and correspondence with G. Tywoniuk and A. Meresidis (0.2) re 8th DIP
Amendment; revised 8th Amendment (0.1).
Total Hours
Total Professional Services
3.90
$1,865.00
$1,865.00
49,999.26 (7,204.80)
42,794.46
$44,659.46
0-30DAYS
$1,865.00
61 - 90 DA YS
$1,801.20
Addl~oril disbvrwots may havo beon paid or incurred on yo behaf and are not renaclod in this 'tatement. An additinal 6latem6nt coetng iUJc.h disbusements wll be furishe to you.
Tt- abbreviation (PA). (LC),or (DC) follong an indlvlduals na donole. paralegaL. law clen.
or dont clerk.
TAXPAYERS ACCOUNT
,j
NO 95-3~1~21
Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sr. VP and CFO
III West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Biling Atty.
57191 i
023353 - 0035
James O'Neal
December 7,2009
Date
Financing
INOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
Fees and Costs Due This Invoice
i ,865.00
1,865.00
Wire Instructions
Union Bank of Californa 18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 I 33009
Account Name: Ruta & Tucker LLP
AddlUon disbursonl may have be.n paid or incUfed on yo beha~ aM are not reO.ctod in this statement
611 ANTON BOULEVARD SUrrE 1400 POST OFFICE BOX 1950 COSTA ~ESA. CAUFORNIA 92628-1950 (714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO i 11 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
57191 I
023353 - 0035
James O'Neal December 7, 2009
Date
Financing
REMITTANCE COPY
*** PLEASE RETURN THIS PAGE WITH YOUR REMnTANCE H*
CURRENT INVOICE SUMMARY: Professional Fees
) ,865.00
1,865.00
Wire IDsu-uctions
Union Ban of California J 8300 Von Kannan Irvine, CA 926J2 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 i 33009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
Additional disburse""n" may have ben paid or inced on yo behaij and are not reiled In thi stalemen!. An additional ...lament covering ouch dlsbunemenl$ wl~ be fum15he \0 yo.
Th. abbreviatio (PAl. (lC).or (OC) follong an Inlviual's name denotes paral"lal. i-w clerk or doment clerlo
TAXPAYERS ACCOUNT
NO 9S-3519027
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocean Boulevard, Suite 1240
Invoice No.
Account No.
Billing Atty.
Date Page
0.70
1.60
2.30
$827.50
Previous Balance Due Payments and Adjustments Prior Balance Due Total Balance Due
$827.50
7,387.70 (994.00)
6,393.70
$7,221.20
Addruonal disbursements may have be paid or Incred on your beha~ and ere not ,effcted in this statement.
Th abbreviation (PA). (t.CI,or (DC) lollo an individuars name dentes paraleal. law c~ or doumnt clerk.
An additional sta10menl covoring iuc disbursemBnhi wil be furnshed to you.
Page No.2
ACCOUNTS RECEIVABLE
o - 30 DAYS $827.50
31- 60 DA YS
$2,935.00
61 - 90 DAYS $248.50
Additionl disbursemen1s may have been pad 01 lniied on your behBlf and ara not refleded in 1his statement.
An additil silemoni covering .uc dl.bUfmant6 will be fumlshe 10 you.
The abbrviallOl (PAl. (LC),or (DC) follo an individual'. name denote. paralegal, law cir~ or dont cl.r~.
TAXPAYERS ACCOUNT
NO 95-3519027
611 ANTON BOULEVARD SUITE 140 POST OFFICE BOX 1950 COSTA MES, CALIFORNIA 92628-1950
(714) 641-100
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO 1 i i West Ocean Boulevard, Suite i 240 Long Beach, CA 90802
Date
INVOICE SUMMARY
CURRENT fNVOICE SUMMARY: Professional Fees
827,50 827.50
Wire Instructions
Union Bank of Cali fomi
18300 Von Karman Irvine, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630 J 33009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number Iistcd above.
AddltlDfal dlsbuemenls may have be paid or inurd on yo beha~ and are not ,,,n,,cted in this statement
An aditiol statent covering ouch dl.r.ement. will be tu.he to yo.
Th" ebbrevialion (PA). (Le),or (DC) Iolong an indidua's narn denoes paraleal,law cJ or doment c1e,k.
TAXPAYERS ACCOUNT
h
"
NO 95-:i 1OO2T
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Geny Tywoniuk, Sr. YP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty.
571912
023353 - 003& James O'Neal
December 7,2009
Date
827.50 827.50
Wire Insti-uctions
Union Bank of California
ABA #: J 22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above.
Addtonl disbusements may have been paid or incurred on yor behalf and are "ot reflted in ths slalcmenl. An additional .talemenl covering ouh diltlrsements will be furnishe to you. Th abbreviaiion (PA). (LC).or (OC) folowi on indivual's name denote. paraleal, law clerk or docenl clerk.
TAXPAYERS ACCOUNT
NO 9535'9021
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywaniuk, Sr. VP and CFO
III West Ocean Baulevard, Suite 1240
Invaice No-.
Account NO'.
Biling Atty.
Date Page
Catherine Parsans Cammunicate with braker regarding legend removal procedures and opinion letters by Rutan for same.
0.30
Tatal Hours
Total Professional Services
0.30
$75.00
$75,00
10,891.60 (636.00)
10,255.60
$ i 0,330.60
ACCOUNTS RECEIVABLE
o ~ 30 DAYS $75.00
91-180 DAYS
$ i 00.00
Additionl di.bur..mrls may hae ben paid or Inci.'ed on ~i. beha and ate not reflted In Ihis Slatement.
Th abbviaon (PA), (LC).or (DC) foHo an Indlviduar. name dete paralegal.
An allitinal slatemenl coveri .uc disbuements wi" be funishd to ~u. law clerk or dont clerk.
TAXPAYERS ACCOUNT
NO n-J~lilZ7
(714) 64Hj100
Pacific Energy Resources Ltd. Atln: Gerr Tyworuuk, Sf. VP and CFO 111 West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Date
Securities Issues
INVOICE SUMMARY
CURRENT fNOICE SUMMARY: Professional Fees Fees and Costs Due This Invoice
75.00 75.00
Wire Instructions
Union Bank ofCalifomia
Irvine, CA 926J2 AJA #: 122000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP Reference: Please refer to the invoice number listed above.
AddiUonl dlsburmels may have ben paid Of Il\umid on yo behaW and are 001 ",flted In thi statement.
An add~ionl statement coveiin9 such disburoments wiU be furnished to yo.
The abbreviation (PAl. (LC),or (DC) foUowing en inivlduars name doiiles paralegal. law clerk or doment clert.
TAXPAYERS ACCOUNT
NO 95-3519027
Pacific Energy Resources Ltd. Attn: Gerr Tywoniuk, Sr. VP and CFO
1 I I West Ocen Boulevard, Suite 1240
lnvoice No.
Account No.
Biling Atty,
571913
023353 - 004 I James O'Neal
December 7,2009
Date
Securities Issues
REMITTANCE COpy
*** PLEASE RETURN THIS PAGE WITH YOUR REMITTANCE ***
CURRENT INVOICE SUMMARY:
Professional Fees
75.00 75.00
Wire Instructions
Union Ban of
California
AdcfUonl disburnts may have ben paid Of inum on YOUI behall ~nO are not refleced In lhi. stalement.
An addlUonai stalemani coven"" such disburments wil be fuishd \0 yo.
Th abbreviation (PAl, (lC),or (DC) follong an Indlvlduars name danolas paraegal, la Cler1 or docl.enl clo"!.
(714) 641-5100
Pacific Energy Resources Ltd. Attn: Gerr Tywonuk, Sr. VP and CFO i i i West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Biling Atty,
57 i 9 i 4
023353 - 0045
James O'Neal December 7, 2009
I
Date Page
Duke F Wahlquist
0.40
Phone conference with Mr. Tywoniuk, Ms. Kurtz, Mr. Cyr, Ms. Kerrgan regarding status of insurance claim
and tasks to be accomplished.
I I II 6/09
0.90
1.0
$625.00
$625.00 0.00
$625.00
Adlm\ol disbements may have been paid Of incurred on your be.n.oo .ie "01 reflted in IIls .laleman\.
An adltna statemet covering such dlsbu...ments wi. be furnihe 10 you.
The abbr.viati (PA), (LC),ol (DC) followng an iniYidua's name d.rol.. p;ilegal. law cler 01 doment clrK
December 7, 2009
Invoice No. 571914
Page No.2
ACCOUNS RECEIVABLE
O~30DAYS
$625.00
31~ 60 DAYS $0.00
61 - 90 DAYS $0.00
OVER 180
$0.00
Additional disbursements may have baen pald or inUfOO on yor bahaff .nd a", nol reflcted In this slelemet
TAXPAYERS ACCOUNT
NO 9~3519021
Attn: Gerr Tywoniuk, Sf. VP and CFO ILL West Ocean Boulevard, Suite 1240 Long Beach, CA 90802
Invoice No.
Account No.
Billng Atty.
Date
December 7, 2009
INVOICE SUMMARY
CURRENT INVOICE SUMMARY: Professional Fees
$ $
625.00 625.00
Wire Instructions
Union Bank of Cali fomi
Irvne, CA 92612 ABA #: 122000496 Swift Code: BOFCUS33MPK Account Niubt:r: u63ul 3309
Account Name: Ruta & Tucker LLP
Additonal disbunemants may have been p.ld or incurred on)' beha~ and "' not 'eflected In tIi. stalemanl
An additnal statement coverirl slJh disbursement will be furnished 10 you.
in .bbteviaUon (PA), (LCl.or (DC) follog an Individual'. name denol.. paralgal, law cl.11 Of doument ciel1.
TAXPAYERS ACCOUNT
~
NO 95-351 iIZ7
,
611 ANTON BOULEVARD SUITE 140 POST OFFIE BOX 1950 COSTA MESA, CAliFORNIA 92628-1950
(714)641-5100
Invoice No.
Account No.
Biling Att.
571914
023353.0045
James O'Neal Deceber 7,2009
Date
REMIITANCE COPY
*** PLEASE RETURN THIS PAGE WIH YOUR RBMmANCE ***
CURRENT INVOICE SUMMARY: Professional Fees
625.00 625.00
Wire Instructions
Union Ban ofCalifomia
18300 Von Kamian
Irvine, CA 92612 ABA #: J22000496 Swift Code: BOFCUS33MPK Account Number: 0630133009 Account Name: Rutan & Tucker LLP
Reference: Please refer to the invoice number listed above,
Additionl ilsbursementi may have ben paid or ind on )' behalf and ere not refled in this slalement An additional atale""nl cov.li auch diabursmenti wijl be furnishe to you.
Th. abbrevietion (PA). (LC),or (DC) folloing an Indlvlduars name donates paralegal, law cl.rX Of documnl clerX.
In re: )
STATE OF DELAWARE )
) ss:
Debtors. ))
(Jointly Administered)
AFFIDAVIT OF SERVICE
Debtors in the above-captioned action, and that on the 19th day of January, 2010 she caused a
copy of
the following document(s) to be served upon the parties on the attached service lists in
~
DOCS_DE:
CommissionExp.: (I .4 i (
I
ta Publ c I l
S0661. I
MARY E. CORCORAN NOTARY PUBLIC STATE OF DELAWARE My Coisson Expres Nov. 4, 2011
i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax
identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of
Hand Delivery
(Counsel to Offcial Committee of
Unsecured
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
(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
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., 1 11h Floor
Wilmington, DE 1980 I
Hand Delivery (Copy Service)
Parcels, Inc.
Unsecured Creditors)
Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
Unsecured Creditors)
Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of
the Fee Auditor) (Office of Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. S1. Paul, Ste 1250 Dallas, Texas 75201
68773-00 i \DOCS_DE: i 47432. i