IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re:
PACIFIC ENERGY RESOURCES LTD., et al., i

) Chapter 11
)

) Case No. 09-10785 (KJC)

) (Jointly Administered) )

Debtors.

Objection Deadline: May If(, 2010 at 4:00 p.m.

Hearing Date: To be scheduled

SECOND QUARTERL Y APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE FOURTH QUARTERLY PERIOD OF DECEMBER 1, 2009 THROUGH FEBRUARY 28, 2010
Name of Applicant:

Loeb & Loeb LLP

Authorized to Provide Professional

Services to:

Debtors and Debtors in Possession

Nunc Pro Tunc to June 26,2009, by order
i

Date of Retention:

entered on or about September 9, 2009

Period for which Compensation and

Reimbursement is Sought:

I December 1,2009 through February 28, 20102 i

$17,479.00
$ 17.49

Amount of Compensation Sought as Actual,

Reasonable and Necessary:

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

This is a:
_ monthly
i interim

_ final application.

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 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 i i i W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802
2 This Application includes time expended before the time period indicated above that has not been included in any

prior quarterly application. In particular, this Application includes 8 hours and $3,044 billed for the months of September and October 2009 in connection with Applicant's retention and its First Quarterly fee application dated October 9, 2009. This Application also seeks $ 1462.50 on account i.9 hours billed on tax matters in November
2009. The December time totals $ 12,972.50 on account of 16 hours biled on tax matters. The applicant reserves

the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

LA1955701.2
214482- i 0001

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

PRIOR OUARTERL Y APPLICATIONS FILED

Date Filed

Period Covered
June 26, 2009 August 3 i, 2009

Request(ld Fees
$24,830.00

Requested Expenses
$7.20

Approved
Fees

Apprved Expenses
.

i 0/09/2009

$20,517.50

$7.20

LOEB & LOEB PROFESSIONALS

Name of Professional

Individual

Position of the Applicant, Number of Years in that

Position, Prior Relevant

Hourly

Biling
Rate (including Changes)
$825.00 i

Total Hours

Total Compensation

Biled

Experience, Year of Obtaining License to Practice, Area of Expertise

Alan J. Tail"
Thomas Lawson
Partner 1999; Member of

NY Bar
NEB

16. i

$13,282.50

since 1 979
Partner 1987; Member of

$650.00

2.9

$1,235.00

Bar since 1977 and CA Bar since

i 980

Vadim J. Rubinstein
Fiona McKeown

Partner 2009; Member of

NY Bar

$575.00
$265.00

i 9. i

$1,610.00
$1,351.50

since 1998

Paralegal

5. i

Total Hours: 25.9

Grand Total: $ 17,479.00

COMPENSATION BY CATEGORY
Pro.ieet Catee;ories i Retention and Prior Fee Application I Tax Issues
i

Total Hours
8

Total Fees
17.9

$3,044.00 $14,435.00

LA) 955701.2

214482-) 000)

EXPENSE SUMMARY
Expense Categor.

Total Ex enses
$17.49

Reproduction/Scan Copy

LA1955701.2 214482-10001

.:

'"

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WARE

Chapter 1 1

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

Debtors. )
)

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

SECOND QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE FOURTH QUARTERLY PERIOD OF DECEMBER 1, 2010 THROUGH FEBRUARY 28, 2010
the United States Code (the

Pursuant to sections 330 and 331 of

Title 11 of

"Bankruptcy Code"), Rule 2016 of

the Federal Rules of

Bankruptcy Procedure (collectively, the

"Bankruptcy Rules"), and the Court's "Administrative Order Under 11 U.S.c. 1 05(A) and

331 Establishing Procedures for Interim Compensation and Expense Reimbursement of

Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative

Order"), Loeb & Loeb LLP ("Loeb" or the "Finn"), special tax counsel to the Debtors and
Dehtors in Possession ("Debtors"), hereby submits its Second Quarterly Application for
Compensation and for Reimbursement of Expenses for the Fourth Quarterly Period of

December

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petraea! Acquisition Corp, (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Carneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 i); San Pedro Bay Pipeline Company () 234); Carneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is I i i w. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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

LA1955701.2 214482-10001

1,2009 through February 28, 2010 (the "Application,,).2

By this Applicaton, Loeb seeks quarterly interim allowance of compensation in

the amount of$17,479.00 and actual and necessary expenses in the amount of$17.49, for a toal
allowance of $17,496.49 and payment of the unpaid portions of such amounts for the period

September 1, 2009 through February 28, 2010 (the "Interim Period"), the substantial portion of
which were incurred io December 2009 (i.e., $12,972.50). In support of

this Application, Loeb

respectfully represents as follows:

Backeround
1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of

the Bankruptcy Code. The Debtors continue in possession

of

their properties and continues to operate and manage their business as debtors in possession
the Bankruptcy Code. A Committee of

pursuant to sections 1 i 07(a) and 1108 of

Unsecured

Creditors ("Committee") was appointed on or about March 19,2009. No trustee or examiner has
been appointed in the Debtors' chapter 11 cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.c. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2).

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

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

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

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

2 As explained herein, Applicant seeks interim allowance and payment for minimal time entries for September,
October and November 2009.

LAI955701.2 214482-10001

fee applications. Ifno objections arc made within twenty (20) days after service of

the monthly

fee application the Debtors are authorized to pay the Professional eighty percent (80%) of

the

requested fees and one hundred percent (100%) of the requested expenses. Beginning with the
period ending May 31,2009, at three-month intervals, each Professional shall file and serve an
interim application for allowance of

the amounts sought in its monthly fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the Court.
4. The retention of

Loeb, as special tax counsel to the Debtors, was approved

the

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

Bankruptcy Code and Rule 2014 of

the Federal Rules of

Bankruptcy Procedure and Local Rule

2014-1 Authorizing th'e Employment and Retention of

Loeb & Loeb LLP as Special Tax Counsel

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

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

MONTHL Y FEE APPLICATIONS COVERED HEREIN

5. On January 25, 2010, Loeb fied and served its monthly fee application for

the period ending December 31, 2009, for compensation and for reimbursement of expenses as

special tax counsel to the Debtors ("First Monthly Fee Application"), requesting $17,479 in fees
and $ i 7.49 in expenses. A copy of the First Monthly Fee Application, containing detailed daily

time logs describing the actual and necessary services perfomied by Loeb during the Interim
Period, is attached as Exhibit A.

LA1955701.2 214482-10001

6. Pursuant to the Administrative Order, Loeb was authorized to receive

$13,983.00 in fees and $17.49 in expenses on account of

the First Monthly Fee Application.

RELIEF REQUESTED
7. By this Application, Loeb respectfully requests that the Court approve

payment of one hundrcd percent (100%) of

the fees and costs incurred by Loeb during the

Interim Period covered by this Application.

8. At all relevant times, Loeb has been a disinterested person as that term is

defined in Section 101 (i 4) of the Bankruptcy Code and has not represented or held an interest
adverse to the interests of the Debtors.
9. -All services for which Loeb requests compensation were performed for or

on behalf of the Debtors and not on behalf of any committee, creditor or other person.
i O. Loeb has received no payment and no promises for payment from any

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

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

understanding between Loeb and any other person other than the partners of Loeb for the sharing
of compensation to be received for services rendered in this case. Loeb has not received any

payments, from the Debtors during the year prior to the Petition Date.
11. The professional services for which Loeb seeks interim allowance of

compensation, and the attendant costs for which Loeb seeks reimbursement, were rendered and
incurred in conncction with this case, as Loeb discharged its duties as special tax counsel to the
Debtors.

LA1955701.2 214482-10001

12. To the best of

Loeb's knowledge, this Application substantially complies

with sections 330 and 331 of

the Bankrptcy Code, the Bankruptcy Rules, the Local Rules and

the Administrative Order. Loeb's time reports are initially prepared by or on behalf ofthe
attorney or paralegal performing the described services. The time reports are organized on a
daily basis. Loeb charges for its professional services are based upon the time, nature, extent and
value of such services and the cost of comparable services other than in a case under the
Bankruptcy Code.

13. In accordance with the factors enumerated in section 330 of

the

Bankruptcy Code, it is respectfully submitted that the amount requested by Loeb is fair and
reasonable given (a) the complexity of

the case, (b) the time expended, (c) the nature and extent

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

DeL. Bankr. LR 2016-2 and the Administrative Order and believes that this Application

substantially complies with such Rule and Order.

(CONTINUED ON NEXT PAGE)

LA1955701.2
214482- 1 0001

WHEREFORE, Loeb respectfully requests that the Court enter an Order, in the

form attached hereto, providing that (a) an interim allowance be made to Loeb for the period
September I, 2009 through February 28, 2010, in the sum of $17,479.00, as compensation for

necessary professional services rendered, and the sum of$17.49 for actual and necessary
expenses, for a total of $17 ,496.49; (b) directing the Debtors to pay Loeb the outstanding amount

of such sums; and (c) granting Loeb such other and further relief as this Court may deem just and
proper.

Dated: April 28, 2010

L~~~
-;

Vadim J. Rubinstein
345 Park Avenue

New York, NY 10154-1895

Telephone: (212) 407-4000

Facsimile: (212) 407-4990

Special Tax Counsel to the Debtors and Debtors in Possession

LA1955701.2 214482-10001

VERIFICATION
STATE OF NEW YORK

COUNTY or NEW YORK

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

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

admitted to practice law before the Courts of

New York.

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

lawyers and paraprofessionals of Loeb.

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

are true and correct to the best of my knowledge, information and belief. Moreover, 1 have
reviewed DeL. Bankr. LR 2016-2 and the Administrative Order entered on or about April 8,

2009, and submit that the Application substantially complies with such Rule and Order.

~~n --~
SWORN AND SUBSCRIBED
before me this.:J'day of A".; J ,2010.

~ eNotary Public .. My Commission Expires: J/ )9) "?vjZ

No faNPUblfC, State of New Yo TIMOTH B. CUMMlNS

O.01CU611309

eoOuarlfied In New York Cont misson Ex Jul 19. 2011

LA1955701.2 214482-10001

10

IN THE UNITED STATES BANKRUPTCY COURT

In re: )

FOR THE DISTRICT OF DELA WAR

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1 )

Debtors. ))
)

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

Hearing Date: To be determined Objection Deadline: May 18,2010 at 4:00 p.m.

NOTICE OF FILING OF SECOND QUARTERLY APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS FOR THE PERIOD DECEMBER 1.2009 THROUGH FEBRUARY 28. 2010
TO: (i) United States Trustee, (ii) the Debtors; (ii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service paries set forth in the
Interim Compensation Procedures Order entered in this case.

Loeb & Loeb LLP ("Loeb"), special tax counsel to Pacific Energy Resources

Ltd.., et al. (the "Debtors") has filed the attached Second Quarterly Applicationfor
Compensation and Reimbursement of Expenses of Loeb & Loeb LLP, Special Tax Counsel to the

Debtors and Debtors in Possession, for the Fourth Quarterly Period of December 1, 2009

through February 28, 2010 (the "Application") with the United States Banptcy Court for the
District of

Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Banptcy

Cour"). Pursuant to the Application, Lazard seeks compensation for services rendered to the

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

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

LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng
address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-002\DOCS_DE: 159466.1

Debtors in the amount of $17,479.00 and reimbursement of costs incured upon the Debtors'
behalf

in the amount of$17.49 (the "Application").

Objections or responses to the Application, if any, must be made in wrting, filed

with the United States Bankptcy Court for the District of Delaware, Marine Midland Plaza,
824 Market Street, 3rd Floor, Wilmington, Delaware 19801 no later than May 18,2010, at 4:00
p.m. prevailng Eastern time.

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

that they are received not later than May 18,2010,4:00 p.m., prevailng Eastern time, by (a) the
Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA
90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24th

Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director;
(b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih

Floor, Wilmington, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:

ioneil~pszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,
11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharash~pszilaw.com (c) the Office of

the United States Trustee, J. Caleb Boggs

Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of

Unsecured Creditors

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

the Stars, 28th Floor, Los

Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiper~steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market

68773-002\DOCS _DE: 159466.1

Street, Wilmington, DE 19801; Attn: James C. Cargnan, Esq., Fax: (302) 421-8390, e-mail:
icargnan~epperlaw.com (the "Notice Paries")

A HEARING ON THE APPLICATION shall occur on a date and time to be

determined before The Honorable Kevin J. Carey, at the United States Banptcy Court, 824
Market Street, 5th Floor, Courroom No.5, Wilmington, Delaware.

IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH

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

APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Dated: April 28, 2010
PACHULSKI STANG ZIEHL & JONES LLP

Ir D Kharasch (CA Bar No. 109084)

Sc aE. McFarland (DE BarNo. 4184, CA BarNo. 165391)

Robert M. Saunders (CA Bar No. 226172)

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

Kathleen P. Makowski (DE Bar No. 3648)

919 North Market Street, 17th Floor

P.O. Box 8705 Wilmington, DE 19899-8705

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: ikharasch~pszilaw.com

smcfarland~,pszilaw.com

rsaunders~szilaw.com ioneil~pszilaw.com
kmakowski~pszilaw.com
Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: 159466.1

EXHIBIT A

LAI955701.2 214482-10001

11

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ) Chapter 11
PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785 (KJC)
)

!)ebtors. )

) (Jointly Administered)

Objection Deadline: February 12,2010 at 4:00 p.m.

Hearing Date: Only If Objections Are Timely Filed

FIRST MONTHLY APPLICA nON FOR COMPENSA nON AND REIMBURSEMENT OF EXPENSES OF LOEB & LOEB LLP SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31, 2009
Name of Applicant:

Loeb & Loeb LLP

Authorized to Provide Professional

Services to:
Date of Retention:

Debtors and Debtors in Possession

Nunc Pro Tunc to June 26,2009 by order
entered on or about September 9, 2009
December 20092

Period for which Compensation and

Reimbursement is Sought:

Amount of Compensation Sought as Actual,

Reasonable and Necessary:
Amount of

$17,479.00
_.

Expense Reimbursement Sought as Actual, Reasonable and Necessary:

i monthly

$17.49
_ final application.

This is a:

interim

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

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

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 1 i 1 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. .

2 This Application includes time expended before the time period indicated above that has not been included in any

prior application. In particular, this Application includes 8 hours and $3,044 billed for the months of September and October 2009 in connection with Applicant's retention and its First Quarterly fee application dated October 9, 2009. This Application also seeks $1462.50 on account 1.9 hours biled on tax matters in November 2009. The December time totals $ 12,972.50 on account of i 6 hours billed on tax matters. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

NY82 i 258.2
214482-) 0001

The total time expended for fee application preparation is approximately 4.0 hours
and the corresponding compensation requested is approximately $1,700.00.

PRIOR APPLICATIONS FILED

Date
Filed .. ..

10/1 0/09

LOEB & LOEB PROFESSIONALS

Name ofProfessioiial. Individual

. . Position

of the Applicant, ..NumberofYearslir that.

Hourly
.

Total.
Biled
.. .

. Position, Prio.r Relrvant

Biling Rte.
(including
. Changes)

Hours Compensation
,

:T.otl..

Expenence, Year of Obtaining to Practice, )\.rca of License Expertise

Alan J. Tarr
Thomas Lawson
Partner 1999; Member of

NY Bar
NEB

$825.00 $650.00

16.1

$13,282.5

since 1979
Partner 1987; Member of

1.9

$1,235.00

Bar since 1977 and CA Bar since 1980

Vadim J. Rubinstein
Fiona McKeown

Parner 2009; Member of

NY Bar

$575.00 $265.00

2.8
5.1

1,610.00

since 1998

Paralegal

$1351.50

Grand Total: Total Hours:

$17,479 25.90

COMPENSATION BY CATEGORY
Pro.iet Categories

TotalHours.
8

Retention/Fee Application Tax Issues

-'

17.9

TotalFees ... $ 3,044.00 $ 14,435.00

This was Applicant's first quarterly fee application. No other applications have been fied.

NY8212S8.2 214482-10001

EXPENSE SUMMARY

Expense Category
Reproduction/Research/Phone See Attached

Total. .
Ex enses
$ i 7.49

NY821258.2
214482- 10001

"

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

) )
) )

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

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

Objections Are Timely Filed

) Objection Deadline: February 12,2010 at 4:00 p.m.

Hearing Date: Only If

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF LOEB & LOB LLP, SPECIAL TAX COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD ENDING DECEMBER 31, 2009
the United States Code (the

Pursuant to sections 330 and 331 of

Title 11 of

"Bankruptcy Code"), Rule 2016 of

the Federal Rules of

Bankruptcy Procedure (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"), Loeb & Loeb LLP ("Loeb" or the "Firm"), special tax counsel to the Debtors and
Debtors in Possession ("Debtors"), hereby submits its First Monthly Application for
Compensation and for Reimbursement of Expenses for the Period ending December 31, 20092

the Debtors' federal tax identification number, arc: Pacific energy Resources Ltd. (J442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska

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

Holdings, LLC (tax l.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailing address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

2 As explained herein, this Application seeks payment for minimal time entries for September, October and
November 2009

NY821258.2 214482-10001

(the "Application").

By this Application Loeb seeks a first monthly interim allowance of

compensation in the amount of $ i 7,479 and actual and necessar expenses in the amount of
$17.49, for a total allowance of $17,496.49, and payment of $13,983.20 (80% of

the allowed

fees) and reimbursement of$1 7.49 (100% of

the allowed expenses) for a total payment of

$ 1 4,000.69 for the period of September 1, 2009 through December 31, 2009 (the "Interim
Period"), the substantial portion of

which fees and expenses were incurred in December 2009

this Application, Loeb respectfully represents as follows:

(Le., $12,972.50). Tn support of

Background
1. On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary
petitions for relief under chapter 11 of

the Bankuptcy Code. The Debtors continue in possession

of their properties and continues to operate and manage their business as debtors in possession
pursuant to sections 1 I07(a) and 1108 of the Bankruptcy Code. A Committee of

Unsecured

Creditors ("Committee") was appointed on or about March 19,2009. No trustee or examiner has
been appointed in the Debtors' chapter 1 I cases.
2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuantto 28 U.S.C. 157(b )(2).

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

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

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

The Administrative Order provides, among other things, that a Professional may submit monthly
fee applications. Ifno objections are made within twenty (20) days after service of

the monthly

NY821258.2
214482-1000 i

fee application the Debtors are authorized to pay the Professional eighty percent (80%) of

the

requested fees and one hundred percent (100%) of

the requested expenses. Beginning with the

period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an
interim application for allowance of

the amounts sought in its monthly fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the Court.
4. The retention of

Loeb, as special tax counsel to the Debtors, was approved

the

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

Bankruptcy Code and Rule 2014 of

the Federal Rules of

Bankruptcy Procedure and Local Rule

Loeb & Loeb LLP as Special Tax Counsel

2014-1 Authorizing the Employment and Retention of

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

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

LOEB'S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. Loeb was retained in September 2009 and fied its first fee application on

October 9,2009 ("First Quaiierly Application"). See Docket No. 990. Applicant's First
Quarterly application covered the period of June 26, 2009 through August 31, 2009 and sought

total payment of$24,837.20. The Firm has performed minimal work for the estates since it fied
the First Quarterly Application, biling the following amounts for the following monthy periods:
September 2009 (1.2 hrs; $690); October 2009 (6.8 hrs; $2,354); November 2009 (1.9 hrs;

NY821258.2
214482- i 0001

.. J

$1,462.50); and December 2009 (16 hrs; $12,972.50). Loeb did not to file monthly interim
applications for the September to November periods, as the cost of each application would have

been substantial in relation to the amount of fees sought for each such period. Consequently,
rather than burden the estates with the extra expense of preparing and then having to review

several applications that sought de minimus amounts, Loeb determined to fie its first interim

application once suffcient services were rendered to the estates that would justify the attended
expenditures of a fee application.
6. At all relevant times, Loeb has been disinterested person as that term is

defined in Section 101 (J 4) of the Bankruptcy Code and has not represented or held an interest

adverse to the interests of the Debtors.

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

on behalf of

the Debtors and not on behalf of any committee, creditor or other person.
8. Loeb has received no payment and no promises for payment from any

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

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

understanding between Loeb and any other person other than the partners of Loeb for the sharing
of compensation to be received for services rendered in this case. Loeb has not received any

payments from the Debtors during the year prior to the Petition Date.
9. The fee statements for the Interim Period are attached hereto as Exhibit A.

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

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

the Bankruptcy Code, the

NY821258.2 214482-10001

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

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

services other than in a case under the Banuptcy Code.

Actual and Necessary Expenses

10. A summary of actual and necessary expenses incurred by Loeb for the
Interim Period is attached hereto as part of Exhibit A. Loeb customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. Loeb's
photocopying machines automatically record the number of copies made when the person that is
doing the copying enters the client's account number into a device attached to the photocopier.
Loeb summarizes each client's photocopying charges on a daily basis.
11. Loeb charges $1.00 per page for out-going facsimile transmissions,

although no such charges were incurred during the Interim Period. There is no additional charge
for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions
reflects Loeb's calculation of

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

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

amount charged by outside vendors who provide similar services. Loeb does not charge the

Debtors for the receipt offaxes in this case.

12. With respect to providers of on-line legal research services (~, LEXIS

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

computerized legal research. Loeb bills its clients the actual amounts charged by such services,

NY821258.2
214482-1000 I

with no premium. Any volume discount received by Loeb is passed on to the client. No such
expenses are sought during the Interim Period.
13. Loeb believes the foregoing rates are the market rates that the majonty of

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

Principles, dated January 12, i 995, regarding biling for disbursements and other

charges

Summary of Services Rendered

14. The names of the parners and associates of

Loeb who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of Loeb who provided services to these attorneys during the Interim
Period, are set forth in the attached Exhibit A.
15. Loeb, by and through such persons, has prepared and assisted in the

preparation of

various motions and orders submitted to the Court for consideration, advised the

Debtors on a regular basis with respect to tax matters in connection with the Debtors' bankrptcy
cases, and performed all necessary professional services which are described and narrated in
detail below.

Summary of Services by Project

i 6. The services rendered by Loeb during the Interim Period can be grouped

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

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

NY821258.2 214482-10001

These services pedormed, by categories, are generally described below, with a more detailed

identification of the actual services provided set fort on the attached Exhibit A.

A. Tax Issues
17. This category includes work related to tax issues. During the Interim

Period, Loeb attorneys, among other things, researched certain tax issues, analyzed the tax

treatment of potential transactions contemplated by the Debtors and allocation issues associated
therewith, and participated in conferences with various parties in interest concerning tax issues,
including with countcrparty to transaction and its counseL.

Fees: $14,435.00;

Hours: 17.9

B. Retention of Loeb & Loeb LLP and Fee Application

18. This category includes work related to the retention of

Loeb and Loeb's

First Quarterly Application. During the Interim Period, the Firm, among other things, provided
additional materials at the Court's request in connection with its retention application and

prepared the First Quarerly Application.

Fees: $3,044.00;

Hours: 8

Valuation of Services
19. Attorneys and paraprofessionals of

Loeb expended a total 25.9 hours in

connection with their representation of

the Debtors during the Interim Period, as follows:

NY821258.2
214482- i 0001

Name fProfessional Individual

. Position of the Applicant, Number of Years in that Position, Prior Relevaiit Experience, Year of Obtaining License to Practice, Area of
EXDertise
Partner 1999; Member of

Hourly. .

TotI ..... Total. --.

Hours Compensation.

Biling
Rate (including . Changes)
$825.00 $650.00

BiJed

Alan J. Tar
Thomas Lawson

NY Bar
NEB

16.1 $13,28250

since 1979
Partner 1987; Member of

1.9 $1,235.00

Bar since 1977 and CA Bar since 1980

Vadim J. Rubinstein
Fiona McKeown

Partner 2009; Member of

NY Bar

$575.00
$265.00

2.8
5.1

$1,610.00 $1,351.50

since 1998

Paralegal

Grand Total:

$ 17,479.00

Total Hours:
20. The nature of

25.9

work performed by these persons is fully set forth in

this character. The

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

reasonable value of

the services rendered by Loeb for the Debtors during the Interim Period is

$17,479.00.
21. In accordance with the factors enumerated in section 330 of

the

Bankruptcy Code, it is respectfully submitted that the amount requested by Loeb is fair and
reasonable given (a) the complexity of

the case, (b) the time expended, (c) the nature 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 Bankruptcy Code. Moreover, Loeb has reviewed the requirements
of DeL. Bankr. LR 2016-2 and the Administrative Order and believes that this Application
complies with such Rule and Order.

NY821258.2 214482-10001

WHEREFORE, Loeb respecttlly requests that, for the period September 1,2009
through December 1,2009, an interim allowance be made to Loeb for compensation in the

amount of$17,479.00 and actual and necessar expenses in the amount of$17.49, for a total
allowance of$17,496.49, and payment of$13,983.20 (80% of

the allowed fees) and

reimbursement of $ i 7.49 (I 00% of the allowed expenses) be authorized, for a total payment of
$ I 4,000.69, and for such other and further relief as this Court may deem just and proper.

Dated: January 22, 2Q1 0

~
New

adim J. Rubi . ~

~~,

345 Park Avenue

York, NY 10154-1895

Telephone: (212) 407 -4000

Facsimile: (212) 407 -4990

Special Tax Counsel to the Debtors and Debtors in Possession

NY821258.2 214482-10001

VERIFICATION

STATE OF NEW YORK COUNTY OF NEW YORK

Vadim J. Rubinstein, after being duly sworn according to law, deposes and says:
a) I am a parner of the applicant law firm Loeb & Loeb LLP, and have been

admitted to practice law before the Courts of

the State of

New York.

b) .I am familar with the work performed on behalf of

the Debtors by the

lavvyers and paraprofessionals of Loeb.

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

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

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

~
~-T~ ~~
N tary Public
My Commission Expires:
ANTOINElE PEPPER

('

a 1m . u instein

~-'.

SWORN AND SUBSCRIBED before me this 22nd day of January, 2010.

No Public, Stale of New VD

.. Ouiiled In Nasau Cofl c.e Flied In New Yorl Cunty Coio Exre Jan 7. 2Q11

No. 01 PE49733

NY821258.2 214482-10001

EXHIBIT A

NY821258.1 214482-10001

68773-002\DOCS DE: i 49722.2

.. LOEB&
_ LOEBLLP
345 PARK AVENUE NEW YORK. NY 10154
(212) 407 -4000 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWONTUK, CFO 111 W. OCEAN BL YD., SUITE 1240 LONG BEACH, CA 90802

JANUARY 21, 2010 INVOICE NO. 1385785

PAYMENT DUE UPON RECEIP

RE: TAX MATTERS OUR FILE NO: 214482-10001

FEE FOR PROFESSIONAL SERVICES

RENDERED AS PER ATIACHED DETAIL

DISBURSEMENTS MADE FOR YOUR ACCOUNT AS PER ATTACHED DETAIL

14,435.00

I7 .49

TOTAL CURRENT AMOUNT DUE

PAST DUE INVOICES FOR THIS MATTER. IF PAID, PLEASE DISREGARD. o - 60 DAYS 61 - 90 DAYS

14,452.49

91 -120DAYS
OVER 120 DAYS

0.00 0.00 24,837.20 0.00

TOTAL PAST INVOICES

24,837.20 39,289.69 -------------

TOTAL CURRENT AND PAST DUE INVOICES FOR THIS MATTER

. LOEB

&
LOEB LLP

FILE NUMBER 214482-10001

10 1 25

PACIFIC ENRGY RESOURCES LTD. TAX MATTERS

!l2l/20l 0
INV: 1385785

PAGE 1

Date

TK

Description of Services Rendered

REVIEW EMAILS (.1), PREPARE FOR TELEPHONE CALL ON TAX ISSUES IN CONNECTION WITH POSSIBLE TRANSACTION (.2). TELEPHONE CONFERENCE WITH FIJOLEK RE TAX ISSUES (.4), TELEPHONE CONFERENCES WITH CLIENT (.1), TELEPHONE CONFERENCE WITH LAWSON RE CA TAX (.3), ANALYSIS RE SAME, BENEFIT OF CLOSING IN 2009 (.1)
REVIEW CALIFORNIA RULES RE: NOL CARRYOVER (.3); CALLS W/ A. TARR (.3).

Hours
1.2

i 1/13/09 AJT

i 1/13/09

TL

0.6
0.1

11/16/09 AJT
i 2/2/09

TELEPHONE CONFERENCE WITH FIJOLEK RE: NEED TO CLOSE SALErN 2009.

TELEPHONE CONFRENCE WITH BEZOZO, SLADE (HAYNES & BOONE, ATTORNEYS FOR RISE) RE TAX ISSUES, TRANSFER TAXES (.2), TELEPHONE CONFERENCE WITH ACCOUNTANT, BEZOZO, SLADE RE QUESTIONS (.7)

AJT

0.9

i 2/1 J /09 AJT

REVIEW DRAFT OF PURCHASE AGREEMENT, COMMENTS RE TAX AND RELATED PROVISIONS (3.3), EMAIL TO CLIENT RE SAME (. i)
PREP ARE FOR CONFERENCE CALL RE TAX AND RELATED ISSUES (.4), TELEPHONE CONFERENCE WITH CLIENT RE SAME (.3), TELEPHONE CONFERENCE WITH OPPOSING COUNSEL RE TAX ISSUES (.9), DRAFT REVISED TAX ALLOCATION PROVISIONS (1.8), EM AILS RE SAME (.3), FURTHER CALL WITH CLIENT RE TAX ISSUES
(.1 )

3.4

i 2/14/09 AJT

3.8

i 2/15/09 AJT

EMAILS RE TAX ISSUES (.5), TELEPHONE CONFERENCES WITH BEZOZO RE TAX PROVISJONS (.7), REVIEW COMMENTS (.8), REVIEW REVISED DRAFTS OF AGREEMENTS (1.0), FURTHER COMMENTS, REVIEW FIRPTA CERTIFICATE (.3), TELEPHONE CONFERENCE WITH CLIENT (.2)

3.5

& .. LOEBLLP
.. LOEB

FILE NUMBER 214482- i 000 i

10125

PACIFIC ENERGY RESOURCES LTD. TAX MATTERS

1/21/2010
INV: 1385785

PAGE 2

Date

TK Description of Services Rendered

SCHEDULES (.1), RESEARCH RE TRANSFER TAXES, TELEPHONE CONFERENCES WITH LAWSON RE SAME (.3), TELEPHONE CONFRENCE WITH BEZOZO RE AGREEMENT (.4). TELEPHONE CONFERENCE WITH CLIENT (.2)

Hours

12/16/09 AJT REVIEW REVISED DRAB OF AGREEMENT (1.), EMAILS RE 2.1

12/16/09 T L CALL W/ A. TARR RE: CALIF. SALES TAX (.3); REVIEW SALES TAX 1.
RULES AND SEND EMAIL TO A. TARR (1.0).

12/17/09 AJT EMAILS, TELEPHONE CONFERENCE WITH CLIENT 0.1

12/23/09 AJT TELEPHONE CONFERENCES WITH CLIENT RE SCHEDULES. 0.9
REASONS BUYERS WILL NOT INCLUDE ALLOCA nON SCHEDULE (.3), REVIEW SCHEDULES RE TAX DISCLOSURE, REVISE SAME, EMAIL SAME (.6)

Time & Fee Summary Timekeeper

AJ T ARR

Hours
16.0
1.9

Rate
825

Fee Value
13,200.00
1,235.00

T LAWSON
TOTAL

650

17.9

14,435.00

Date Description of Disbursements Ref No.

10/22/09 COURT RESEARCH PACER: 7/I/09-9/30/09-F MCKEOWN

Amount
9.76 7.20
0.53

12/3/09 PHOTOCOPY
12/31/09 TELEPHONE CHARGES

Total Fees Total Dislmrsements

14,435.00 17.49

.. . LOEB&
LOEBLLP
345 PARK AVENUE

NEWYORK,NY 10154 (212) 407-400 IRS #95-1780806

PACIFIC ENERGY RESOURCES LTD. ATTN: GERRY TYWOl'fIUK, CFO

1 1 1 W. OCEAN BL YD., SUITE i 240

JANUARY 21, 20JO INVOICE NO. 1385784

LONG BEACH. CA 90802

PAYMENT DUE UPON RECEIPT

RE: FEE APPLICATION/RETENTION OUR FILE NO: 214482-10001

FEE FOR PROFESSIONAL SERVICES

RENDERED AS PER ATTACHED DETAIL

3,044.00

TOTAL CURRENT AMOUNT DUE

3,044.00

Bils

I 0013448.

214482-1000 I

. LOEB

&
LOEBLLP

FILE

NUMBER 214482-1000i
10125

PACIFC ENERGY REOURCES LTD. FEE APPLICA TION/RETENTON

112/2010
IN: 1385784

PAGE i

Date
9/2/09
9/3/09

TK
VJR

Description of Services Rendered

AMEND TARR DECLARATION (.4) AND CORRESPOND wrm A. TARR (.1) AND S. MCFARLAND (.1) REGARDING SAME.
TEND TO EXECUTION AND NOT ARIZA TION OF REVISED DECLARATION (.2). ANALYZE SUPPLEMENTAL FILING REGARDING RETENTION DECLARATION (.1).

Hours
0.6
0.3

VIR

9/24/09
10/2/09 10/3/09
1013109

VIR

CONFRENCE WITH F. MCKOWN REGARDING FEE APP AND FORW ARD PAPERS IN CONNCTION WITH SAME.
PREP ARE FIRST MONTHLY FEE APPLICATION. PREP ARE FIRST MONTHLY FEE APPLICATION.

0.3

FM FM FM FM
AJT

1.
1.5

PREPARE SECOND FEE APPLICATION.

1.5

10/3/09
10/6/09 10/6/09

PREPARE QUARTERLY FEE APPLICATION.

0.5
0.1

TELEPHONE CONFERENCE WITH RUBINSTEIN RE BILLING REVIEW AND REVISE FEE APPLICATION (.9); CORRESPOND INTERNALLY REGARDING SAME (.1).

VJR

1.0

10/6/09
i 0/9/09

FM
VJR

REVIEW AND REVISE FEE APPLICATION (.1); PREPARE PROPOSED ORDER THERETO (.2).
FTNALIZE FEE APPLICATION AND FORWARD TO S. MCFARLAND.

0.3

0.6

Time & Fee Summary Timekeeper

AJ l' ARR

Hours
0.1

Rate'
825

Fee Value
82.50
1,610.00
1,351.50

V J RUBINSTEIN
F MCKEOWN

2.8
5.1

575

265

TOTAL

8.0

3,04.00

Billsl 001 3448. i

214482-10001

.. LOEB&
LOEB LLP

FILE

NUMBER 214482-\0001.
10125

PACIFIC ENERGY RESOURCES LTD. FEE APPLICA TIONIRTENTON

1/21/2010
INY: 1385784

PAGE 2

Total Fees

3,044.00

BilslO013448.1 214482-10001

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

) )
)

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

) )

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

CERTIFICATE OF SERVICE
I, James E. O'Neil, Esquire, hereby certify that on the 28th day of April, 2010, I
caused a copy of the following documents to be served on the individuals on the attached service
lists in the maner indicated:

Notice of Filng of Second Quarterly Application for Compensation and for Loeb & Loeb LLP, Special Tax Counsel to the Debtors for the Period December 1, 2009 through February 28, 2010
Reimbursement of Expenses of

Second Quarterly Application for Compensation and Reimbursement of Loeb & Loeb LLP, Special Tax Counsel to the Debtors and Debtors in Possession, for the Fourth Quarterly Period of December 1, 2009
Expenses of

through February 28, 2010

Verification of Vadim J. Rubinstein

~ri~

es E. O'Neill (Bar No. 4042)

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

the Debtors' federal tax identification

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

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailng address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-00 1 \DOCS_DE: 148092.27

Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432

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

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500

01 - Interoffice Pouch

1313 Market Street Wilmington, DE 19899

(Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705

First Class Mail (Debtors)

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

Long Beach, CA 90802

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

First Class Mail (Debtors)

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

New York, NY 10026

Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee 1. Caleb Boggs Federal Building 844 North King Street, Suite 2207
Lockbox 35

First Class Mail

(Counsel to Official Committee of Unsecured Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

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

First Class Mail

(counsel to Official Committee of Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

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

First Class Mail

(counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067

(Overnight Delivery)

(The Fee Auditor) Waren H. Smith

Waren H. Smith & Associates, P.C.

Republic Center

325 N. St. Paul, Ste 1250 Dallas, Texas 75201

Overnight Delivery

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

Republic Center

325 N. St. Paul, Ste 1250 Dallas, Texas 75201

68773-001\DOCS_DE: 147432. 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., 1

Debtors.

) ) ) )

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

CERTIFICATE OF SERVICE
I, James E. O'Neil, Esquire, hereby certify that on the 28th day of April, 2010, I
caused a copy of the following documents to be served on the individuals on the attached service
lists in the maner indicated:

Notice (ONL yi of Filng of Second Quarterly Application for Compensation

and for Reimbursement of Expenses of Loeb & Loeb LLP, Special Tax Counsel to the Debtors for the Period December 1, 2009 through February
28, 2010

C~
FNeil (Bar No. 4042)

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

the Debtors' federal tax identification

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

Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The
mailng address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-001 \DOCS_DE: 148092.28

Pacific Energy Resources Ltd. 2002 Service List

Case No. 09-10785
Document No. 145745

18 - Hand Delivery 50 - First Class Mail

02 - FOREIGN First Class Mail

Hand Delivery (United States Attorney) Ellen W. Slights, Esq. United States Attorney's Office District of Delaware
1007 N. Orange Street, Suite 700

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire Skadden Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

(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., 11 th Floor

Wilmington, DE 19899
Hand Delivery (Counsel for Union Oil Company of California, a California Corporation) Norman M. Monhait, Esquire Rosenthal, Monhait & Goddess, P A
Citizens Ban Center, Suite 1401

Los Angeles, CA 90067

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

919 Market Street, P.O. Box 1070 Wilmington, DE 19899

Hand Delivery (Counsel for Westchester Fire Insurance Company and Noble Energy Inc.) Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire Ballard Spahr Andrews & Ingersoll, LLP
919 N. Market Street, 12th Floor

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

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

Wilmington, DE 19801

Hand Delivery (Counsel for Oxy Long Beach Inc.) David L. Finger, Esquire
Finder, Slanina Liebesman, LLC

One Commerce Center

1201 N. Orange St., 7th Floor

Wilmington, DE 19801
Hand Delivery
(Official Committee of

Hand Delivery (Counsel for Ammadon Limited and Catherwood Limited) Mark E. Felger, Esquire Cozen O'Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 Hand Delivery (Counsel for Forest Oil Corporation) Robert 1. Dehney, Esquire Curtis S. Miler, Esquire Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 Hand Delivery (Counsel for Stellar Energy LLC) Brian E. Farnan, Esquire Philips, Goldman & Spence, P.A. 1200 North Broom Street Wilmington, DE 19806 Hand Delivery
(Counsel for Ramshorn Investments, Inc.)

Unsecured

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

1313 Market Street Wilmington, DE 19899

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
300 Delaware Avenue, Ste 1010

Jonathan L. Parshall, Esquire

Murhy & Landon 1011 Centre Road, Suite 210

Wilmington, DE 19805
Hand Delivery (Counsel for Longfellow Energy LP) Teresa K.D. Currier, Esquire Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, DE 19899 Hand Delivery (Counsel for Rise Energy Partners, LP) Christopher A. Ward, Esquire Justin K. Edelson, Esquire Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801

Wilmington, DE 19801
Hand Delivery (Counsel for Area Energy LLC) Norman L. Pernick, Esquire Karen M. McKinley, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801

First Class Mail

(United States Attorney General) Eric H. Holder, Jr. Offce of the Attorney General U.S. Deparment of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530-0002

First Class Mail

Mark Schonfeld, Esq. Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

First Class Mail

Secretary of State Division of Corporations Franchise Tax P.O. Box 7040 Dover, DE 19903

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission
Office of General Counsel-Bankuptcy
100 F Street, N .E.

Washington, DC 20549

First Class Mail

Secretary of Treasury P.O. Box 7040 Dover, DE 19903

First Class Mail

Matthew Berr, Esquire
Offce of General Counsel

Federal Communications Commission

445 ith Street, S.W.

First Class Mail

Secretary of Treasury 15th & Pennsylvania Avenue, N.W. Washington, DC 20220

Washington, DC 20554

First Class Mail

POLLARD WIRELINE P.O. Box 1360 Kenai, AK 99611

First Class Mail

Attn: Insolvency

District Director Internal Revenue Service 31 Hopkins Plaza, Room 1150 Baltimore, MD 21201

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Chevron Oil Company
Attn: Steven Lastraps

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114-0326

First Class Mail

California Franchise Tax Board
Banptcy, BE MSA 345

First Class Mail

Attn: Tnsolvency

P.O. Box 2952 Sacramento, CA 95812-2952

Internal Revenue Service 1352 Marows Road, 2nd Floor

Newark, DE 19711-5445

First Class Mail

Aera Energy LLC 10000 Ming Avenue Bakersfield, CA 93311-1164

First Class Mail

SWEPI LP

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Kristina Engelbert RDI Royalty Distributors, Inc. PO Box 24116 Tempe, AZ 85285

P.O. Box 576 Houston, TX 77002-0576

First Class Mail

Noble Energy, Inc.

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MTGLQ Investors, L.P. 85 Broad Street New York, New York 10004

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire Anna Meresidis, Esquire Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

Goldman Sachs E&P Capital Attn: Matthew C. Tarer 1000 Louisiana, Suite 550
Houston, Texas 77002

First Class Mail

SPCP Group, L.L.C.
Two Greenwich Plaza, 1 st Floor

First Class Mail

(Counsel to Goldman Sachs and J.Aron & Company) Jeffrey Sabin, Esquire Steven Wilamowsky, Esquire Scott K. Seamon, Esquire Bingham McCutchen LLP 399 Park Avenue New York, NY 10022

Greenwich, CT 06830

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Seth E. Jacobson, Esquire L. Byron Vance III, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail (Counsel to Goldman Sachs and lAron &

Company) Amy Kyle Bingham McCutchen (Boston) One Federal Street Boston, MA 01221-1726

First Class Mail

(Counsel to United States Department of Interior, including the Minerals
Management Service)

E. Kathleen Shahan, Esquire U.S. Deparment of Justice 1100 L Street, NW Washington, D.C. 20005

First Class Mail

Linda Lautigar

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51 st Floor

Bankptcy Coordinator
MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

Philadelphia, P A 19103

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And
Sherwin D. Y oelin)

First Class Mail

(Offcial Committee of

Unsecured

John J. Haris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067

First Class Mail

(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire
Jodie E. Buchman, Esquire

First Class Mail

(Counsel for Cook Inlet Region, Inc.)
Michael R. Mils, Esquire

DLA Piper LLP (US)

6225 Smith Avenue

Dorsey & Whitney LLP

1031 W. 4th Ave., Suite 600

Baltimore, MD 21209

Anchorage, AK 99501

First Class Mail

(Counsel for Noble Energy Inc.) Rhett G. Campbell, Esquire Mitchell E. Ayer, Esquire Thompson & Knight LLP 333 Clay Street, Suite 3300 Houston, TX 770022

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(Counsel for the State of Alaska) Lorenzo Marinuzzi, Esquire Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104

First Class Mail

First Class Mail

(Official Committee of

(Counsel for DCFS Trust subservicer for

Unsecured
DCFS Trust)

Creditors) Francis 1. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103

Martin A. Mooney, Esquire Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

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(Counsel for Aera Energy LLC) Steven E. Rich, Esquire Mayer Brown LLP
350 South Grand Avenue, 25th Floor

First Class Mail

(Official Committee of

Unsecured Creditors) Filiberto Agusti, Esquire Steven Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

Attn: Bankuptcy Division

c/o Linda Delgado P.O. Box 579 Bakersfield, CA 93302

First Class Mail

First Class Mail

Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77072

First Class Mail

(Counsel for Union Oil Company of California) Richard L. Epling, Esquire David A. Crichlow, Esquire Roger Elder, Esquire Pilsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, NY 10036

(Counsel for United States Department of Interior, Minerals Management Service) Pamela D. Huff U.S. Deparment of Justice 1100 L Street, NW - Room 10000 Washington, D.C. 20005

First Class Mail

(Counsel for Stellar Energy LLC) Charles A. Beckham, Jr., Esquire Peter C. Ruggero, Esquire 1221 McKinney, Suite 2100 Houston, TX 77010

First Class Mail

First Class Mail

(Counsel for Minerals Management Service) DeAnn L. Owen, Esquire
Office of

the Solicitor, Rocky Mountain

Region
755 Parfet Street, Suite 151

(Counsel for Oracle USA, Inc.) Shawn M. Christianson, Esquire Buchalter Nemer, P.C. 333 Market Street, 25th Floor San Francisco, CA 94105

Lakewood, CO 80215

First Class Mail

(Counsel for Longfellow Energy LP) David Jones, Esquire
Sprouse Shrader Smith P.C.

First Class Mail

(Counsel for Ammadon Limited and Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP 1301 Avenue of the Americas New York, NY 10019

701 S. Taylor, Suite 500

Amarilo, TX 79105

First Class Mail

(Counsel for Longfellow Energy LP) David M. Bennett, Esquire Rhett G. Campbell, Esquire Robert L. Paddock, Esquire Thompson & Knight, LLP 333 Clay St., Suite 3300 Houston, TX 77002

First Class Mail

(Counsel for Forest Oil Corporation) Steven M. Abramowitz, Esquire Ronald L. Oran, Esquire Vinson & Elkins
666 Fifth Avenue, 26th Floor

New York, NY 10103

First Class Mail

(Counsel for Kathleen Brown)
John A. Leonard, Esquire

Leonard, Key & Key PLLC

900 8th Street, Suite 320

Wichita Falls, TX 76307

First Class Mail

(Counsel for Rise Energy Parners, LP)

Robert D. Albergotti, Esquire Mark Elmore, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219

FOREIGN First Class Mail

TSX Kerry D. Krochak, B.A., LL.B. Manager, Listed Issuer Services Toronto Stock Exchange 300 Fifth Avenue SA, 10th Floor Calgary, AB T2P 3C4

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

Computershare Investor Services Inc. 510 Burrard Street, 3 rd Floor

Vancouver, BC V6C 3B9