IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In Re: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et at.,
(Jointly Administered)
Debtors. Objection Deadline: 5113/10 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
THIRTEENTH MONTHLY FEE APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP, AS DELAWARE
COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR
THE PERIOD FROM MARCH 1 THROUGH MARCH 31, 2010
Name of Applicant: Pepper Hamilton LLP
Authorized to Provide
Professional Services to: The Official Committee Of Unsecured Creditors
Date of Retention:
April 29, 2009 nunc pro tunc March 19,2009 ____nn
Period for which compensation
and/or reimbursement is sought: March 1-31, 2010
1
Total amount of compensation
sought as actual, reasonable and necessary $9,970.50
Total amount of expense reimbursement
sought as actual, reasonable and necessary $196.84
This is a lmonthly interim final application.
The time expended for preparation ofthis Application is not reflected herein. (Total time and
expense ofthe preparation ofthis fee application will be reflected in subsequent fee
applications. )
I The Applicant reserves the right to include any time expended in the time period indicated above, and any
expenses, in future application(s) if it is not included herein.
#\0922359 v13
PRIOR FEE APPLICATIONS FILED
Date Filed Period Covered Requested Fees
Requested Approved Approved
Expenses Fees Expenses
5/22/09 3/19/09 3/31109 $15,942.50 $0.00 $15,942.50 $0.00
6/23/09 4/1109 4/30109 $35,383.50 $1,304.06 $35,383.50 $1,304.06
7/6/09 5/1/09 5/31109 $16,947.00 $657.68 $16,947.00 $657.68
8/11109 6/1109 6/30109 $17,725.50 $2,288.35
9/9/09 7/1109 7/31/09 $16,609.50 $1,455.17
9/25/09 8/1109 8/31109 $7,906.50 $334.07
10113/09 9/1109 9/30109 $6,087.00 $357.48
11116/09 1011109 10/31!U'" 018.00 $550.71
12/11109 1111/09 11130109 230.00 $189.61
1/21/10 12111 .00 $597.49
2/22110 111110 1131110 $177.83
3/26/10
r , ", ..1 ..8/10
$696.16
-2
#10922359 vl3
PROFESSIONALS
Name of
Professional Individual
Francis J. Lawall
James C. Carignan
Evelyn 1. Meltzer
John H. Schanne, II
Position With the Applicant
and Number of Years
In That Position
I
I Partner (15 yrs)
Associate (7 yrs)
I
i Associate (8 yrs.)
I
i Associate (2 yrs)
, Hourly
Billing Rate
I
I
I
I
!
(Including
Changes)
$610.00
$395.00
$395.001
$275.00
Total
Billed
Hours
.20
12.20
.30
i
.lOi
Total
Compensation
$ 122.00
$4,819.00
$ 118.50
$ 27.50
Jayme H. Cook
Christopher Lano
I
I
i
Senior Paralegal
Senior Paralegal
I
i
i
$225.00
$205.00
1.40
1.30
I
$ 315.00
$ 266.50
Judith P. Matour Senior Paralegal $225.00 18.20 $ 4,095.00
Angeline Shields Bankruptcy Assistant $ 55.00 3.40 $ 187.00
David Smith Document Clerk $ 50.00 .40 $
20.00 I
Grand Total: $9,970.50
Total Hours: 37.50
Blended Rate: $270.55
-3
#10922359 vJ3
COMPENSATION BY CATEGORY
Project Categories Total Hours Total Fees
B11 0 Case Administration 4.20 $ 526.00
B 150 Creditors' Committee .20 $ 79.00 I
B155 Court Hearings 1.00 $ 395.00
B160 Fees 7.80 $ 1,568.00
B 170 Employment of Professionals 18.50 I ~ ),386.50
B175 Fee Applications - Others 2.50 $ 669.50
D'll {i r'laims Administration - General 1.90 $793.50
B311 Secured Creditor Issues 1.30 $513.50
B320 Plan and Disclosure Statement .10 $ j ~ . ; ) V
Total 37.50 $ 9,970.50
-4
#10922359 vl3
EXPENSE SUMMARY
Expense Summary
Service Provider
(if applicable)
Total Expenses
Duplicating $ 53.40
Messenger Service $ 30.00
Messenger Service - Overnight Courier $ 54.76
Postage $ 15.23
Filing Service $ 40.00
Telephone $ 3.45
Total $ 196.84
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#10922359 vl3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
InRe:
Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et al.,
(Jointly Administered)
Debtors. Objection Deadline: 5/13110 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
THIRTEENTH MONTHLY APPLICATION FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES OF PEPPER HAMILTON LLP,
DELAWARE COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the
"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the
"Bankruptcy Rules"), and the Court's "Administrative Order under U.S.C. Sections 105(A) and
331 Establishing Procedures for Interim Compensation and Expense Reimbursement of
Professionals and Committee Members," signed on or about April 8, 2009 (the "Administrative
Order"), Pepper Hamilton LLP ("Pepper" or "Applicant"), Delaware counsel to the Official
Committee of Unsecured Creditors (the "Committee"), hereby submits its Thirteenth Monthly
Application for Compensation and Reimbursement of Expenses for the Period from March 1,
2010 through March 31,2010 (the "Application").
By this Application, Pepper seeks a monthly interim allowance of compensation in
the amount of $9,970.50 and actual and necessary expenses in the amount of$196.84 for a total
allowance of$IO,167.34 and payment of$7,976.40 (80% ofthe allowed fees) and reimbursement
C1f$196.84 (100% ofthe allowed expenses) for a total payment of$8,173.24 for the period March
#10922474 v13
1,2010 through March 31,2010 (the "Interim Period"). In support of this Application, Pepper
respectfully represents as follows:
Background
On March 9,2009 (the "Filing Date"), Pacific Energy Resources Ltd., Petrocal
Acquisition Corp., Pacific Energy Alaska Holdings, LLC, Cameros Acquisition Corp., Pacific
Energy Alaska Operating LLC, San Pedro Bay Pipeline Company, Cameros Energy, Inc. and
Gotland Oil, Inc. (collectively, the "Debtors") each filed a voluntary petition for relief pursuant to
Chapter 11 ofthe Bankruptcy Code. The Debtors have continued to manage their businesses and
properties as debtors-in-possession pursuant to Sections 11 07( a) and 1108 of the Bankruptcy
Code.
On March 19,2009 (the "Committee Formation Date"), the United States Trustee
appointed the Committee to represent the unsecured creditors of the Debtors pursuant to 11
U.S.C. 11 02(a)(1).
Pursuant to Section 1103 of the Code, the Committee selected Pepper Hamilton
LLP to serve as Delaware counsel for the Committee. On April 14,2009, the Committee filed an
application with this Court for approval to employ Pepper Hamilton LLP.
On April 29, 2009, this Court entered an Order authorizing the Committee to
employ Pepper Hamilton LLP as Delaware counsel for the Committee, effective as of March 19,
2009, a copy of which is attached hereto as Exhibit A.
On April 8, 2009, the Administrative Order Establishing Procedures for
Allowance and Payment of Interim Compensation and Reimbursement of Expenses to
Professionals was entered.
-2
1/10922474 v13
Summary of Services Rendered and Expenses Incurred
Applicant has rendered services from March 1, 2010 through March 31, 2010 in
the amountof 37.50 hours.
Applicant maintains contemporaneous records of the time expended for the
professional services and expenses related thereto performed in connection with this Chapter 11
case and such records are maintained in the ordinary course of its business. These records
provide a detailed description of the services rendered and expenses incurred during the period
for which this Application is being made. A summary of Applicant's time records in the sum of
$9,970.50 is attached hereto as Exhibit B. This summary is broken down according to specific
task categories relating specifically to this Chapter 11 case. In some cases, Applicant found a
situation where the task of a professional may fit into two or more categories. In these cases,
Applicant has tried to categorize the time expended into the most appropriate category. If the
Court requires any further descriptions on these time entries, Applicant will provide additional
information.
8. Applicant believes that the post-petition services for the period March 1,
2010 through March 31, 2010 are reasonably worth the sum of $9,970.50 as set forth in the
summary identified as Exhibit B. Applicant notes that these costs are customary charges made to
other firm clients in the ordinary course of its billing practice. To assist the Court in its review of
the fees sought by Applicant, Applicant has separated its time entries in Exhibit B into the
following categories:
a. Case Administration (Total hours: 4.20, total fees $526.00) This category
includes time spent by Applicant attending to coordination and compliance activities in
-3
#10922474 v13
connectian with the perfarmance .of its duties as Delaware caunsel far the Official Cammittee .of
Unsecured Creditars.
b. Creditors' Committee (Total hours: .20, total fees $79.00) This category
includes time spent by Applicant cammunicating with Cammittee via email.
c. Court Hearings (Total hours: 1.00, total fees $395.00) This category includes
time spent by Applicant cammunicating with caunsel re .omnibus hearing and preparingfar
same.
d. Fees (Total hours: 7.80, total fees $1,568.00) This category includes time
spent by Applicant drafting andfiling certificates .of na abjectian re previaus fee applicatians,
drafting, filing and serving .of February 2010 fee applicatian and related tasks; and
cammunicating with caunsel re fee issues and quarterly fee hearing.
e. Employment of Professionals (Total hours: 18.50, total fees $5,386.50) This
category includes time spent by Applicant reviewing cariflict reparts and drafting supplemental
retentian applicatian.
f. Fee Applications. Others (Total hours: 2.50, total fees $669.50) This
category includes time spent by Applicant drafting certificates .of na abjectian re previaus
applicatians .of ca-caunsel and efiling .of ca-caunsel 's manthly fee applicatian.
g. Claims Administration - General (Total hours: 1.90, total fees $793.50) This
category includes time spent by Applicant reviewing unian administrative claim statement and
related issues.
h. Secured Creditor Issues (Total hours: 1.30, total fees $513.50) This category
includes time spent by Applicant analyzing secured lender issues with ca-caunsel.
-4
~ l 0 9 2 2 4 7 4 vl3
i. Plan and Disclosure Statement Total hours: .10, total fees $39.50) This
category includes time spent by Applicant communicating with counsel re plan.
9. The attorneys who primarily worked on this case occasionally found it
necessary to consult with other attorneys in the firm on various aspects of the case. A brief
biography of each of the primary attorneys, along with a description of their areas of expertise, is
s'et forth in the summary identified as Exhibit C.
10. As outlined above, the attorneys who worked on this case from March 1,
2010 through March 31, 2010 have various levels of expertise. From time to time these attorneys
consulted with each other and other attorneys on different aspects ofthe case. It is submitted that
this is a more efficient way to run a case than to expect a single attorney to be an expert in all
applicable areas of law. If a single attorney were to attempt to run a case such as this, the
attorney would have to learn through research what other attorneys know and can tell him based
on their years of knowledge and experience.
11. Applicant requires reimbursement of costs expended March 1, 2010
through March 31, 2010 in the sum of $196.84 as set forth in the summary identified as Exhibit
D. Applicant notes that these costs are customary charges made to other firm clients in the
ordinary course of its billing practice.
12. In accordance with the factors enumerated in section 330 of the
Bankruptcy Code, it is respectfully submitted that the amount requested is fair and reasonable
given (a) the complexity of the case, (b) the time expended, (c) the nature and the 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, Applicant has reviewed the requirements
-5
#10922474 vl3
of Del. Bankr. LR 2016 and the Administrative Order and believes that this Application complies
with such Rule and Order.
WHEREFORE, your Applicant respectfully requests, for the period March 1,2010
through March 31, 2010, an interim allowance be made for compensation in the amount of
$9,970.50 and actual and necessary expenses in the amount of$196.84 for a total allowance of
$10,16734 and payment of $7,976.40 (80% of the allowed fees) and reimbursement of$196.84
(100% of the allowed expenses) be authorized for a total payment of $8,173.24 for such other and
further relief as this Court may deem just and proper.
Respectfully submitted,
Dated: April 22, 2010 PEPPER HAMIL TON LLP
IslFrancis 1. Lawall
Francis 1. Lawall (PA No. 43932)
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4000
Facsimile: (215) 981-4750
And
David B. Stratton, Esq. (DE No. 960)
James C. Carignan, Esq. (DE No. 4230)
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Wilmington, Delaware 19899-1709
Tel: (302) 777-6500
Delaware Counsel for The Official
Committee of Unsecured Creditors
-6
#10922474 v13
Exhibit A

.
rN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
. In re:
Chapter 11
. Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTO., et ai,
(Jointly Administered)
Debtors..
.. Related Docket No. 190 .
ORDER AUTHORIZING EMPLOYMENT AND RETENTION Oli' PEPPER
HAMILTON LLP ASDELAWARE COUNSEL TO THE OFFICIAL
COMMI'ITEE OF UNSECURED CREDITORS
NUNCPIO TUNC TO )lA!tCH 19. 1009 .
UPON TIffiAPPLICATION of the OfficiaJ Committee of Unsecured
Creditors (the "Official Committee") of the above captioned debtors and debtorsin
possession (the "Debtors
t
') pursuant to Fed. R. Sanler. P.2014(a) for an Order under
sections 328(a) and 1103(8) of Title 11 of the United States Code (the "Bankruptcy
. Code") authorizing the employment and retention of Pepper Hamilton LLP ("Pepper .
. .
Hamilton") ~ Delaware counsel to the Official Committee D!!!!S. Q!Q tunc to March 19,
2009 (the "Application
U
); and upon the affidavit of David B. Stratton, a member of
Pepper, in support of the Application; and this Court possessing jurisdiction to consider
the Application; and venue being proper; and upon. the Court finding. that Pepper
represents no adverse interests in connection with this case and that it is a disinterested
person as that term is defmed in Bankruptcy Code section 101(14). as modified by
Bankruptcy Code section 1l07(b); and upon further finding that the employment of
Pepper Hamilton effective as of March 19. 2009 is necessary and is in the best interests
of the Official Committee; and notice of the Application having been proper; and the

. relief requested in tbe Application being warranted, IT IS HEREBY ORDEREDTHAT:
IlI1722IlD vi

1. The Application is GRANTED.
2. In accordance with BanknJptcy Code sections 328(a) and 1] 03(a),
the Official Committee ls hereby authorized to cmployPepper Hamilton effective as of
March 19, 2009.
3. Pepper Hamilton shall be compensated in accordance with the
Application, the procedures set forth in Bankruptcy Code 330 and 331, such of
the Bankruptcy Rules as may be applicable from time to time, and such procedures as
may be fixed by the Court,
4. This Court shall retain jurisdiction over all matters pcrt,aining to
this Order and the Application.

Dated:


WllmingtDn. E 19
',0121830 vi
2
Exhibit B
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002 Invoice: 10612165
Apri120, 2010 Page 17
Summary of Attorney Hours
N,!me Title Hours Rate Fees
F. Lawall Partner 0.20 610.00 122.00
J. Carignan Associate 12.20 395.00 4,819.00
E. Meltzer Associate 0.30 395.00 118.50
IH. Schanne, II Associate 0.10 275.00 27.50
IH. Cook Paralegal 1.40 225.00 315.00
C. Lano Paralegal 1.30 205.00 266.50
J. Matour Paralegal 18.20 225.00 4,095.00
A. Shields Bankruptcy Asst 3.40 55.00 187.00
D. Smith Document Clerk 0.40 50.00 20.00
37.50 9,970.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Summary of Time by Task Code
BllO Case Administration
EI50 Creditors' Committee
BI55 Court Hearings
B160 Fees
B170 Employment of Professionals
B175 Fee Applications and Invoices - Others
B3IO Claims Administration - General
B3ll Secured Creditor Issues
B320 Plan and Disclosure Statement
Total
Hours
4.20
0.20
1.00
7.80
18.50
2.50
1.90
1.30
0.10
37.50
Invoice: 10612165
Page 2
Fees
526.00
79.00
395.00
1,568.00
5,386.50
669.50
793.50
513.50
39.50
9,970.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Summary of time by Task Code
TASK: B 11 0 Case Administration
Name
Carignan, J. Associate
Lano, C. Paralegal
Matour, J. Paralegal
Shields, A. Bankruptcy Asst
Smith, D. Document Clerk
Hours
0.10
1.30
0.40
2.00
0.40
Total B 110 4.20
Rate
395.00
205.00
225.00
55.00
50.00
Invoice: 10612165
Page 18
Fees
39.50
266.50
90.00
110.00
20.00
526.00
Pacific Energy Resources Ltd. OtTicial Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Time Detail by Task Code
TASK CODE: BllO Case Administration
Date Services
03/01/1 0 A. Shields Review pleadings and
incorporate into case
management records as
appropriate.
03/08/10 A. Shields Review pleadings and
incorporate into case
management records as
appropriate.
03/08/10 D. Smith Review docket and organize
pleadings file.
03/09/10 J. Carignan Confer with D. Stratton re
hearing transcripts.
03/09/10 1. Matour Arrange for copies of
transcripts of the 12/22/09
and 12123/09 hearings.
03/23110 A. Shields Review pleadings and
incorporate into case
management records as
appropriate.
03/26/10 C. Lano Review case status memo
and confer with 1.H.Cook re
same.
03/26/10 J. Matour Arrange for spreadsheet
detailing February 2010 time
and expenses.
03/26/10 A. Shields Docket research re: fee
applications 1 through 11
and forward to Maureen
Finney.
03/29/10 C. Lano Confer with A. Logan and J.
H. Cook re status of case.
Time
0.20
0040
0040
0.10
0.30
0040
0.70
0.10
1.00
0.60
Invoice: 10612165
Page 3
Rate
55.00
Fees
11.00
55.00 22.00
50.00
395.00
225.00
20.00
39.50
67.50
55.00 22.00
205.00 143.50
225.00
55.00
22.50
55.00
205.00 123.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 4
Total B 11 0 Case Administration 4.20 526.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
Apri120, 2010
Invoice: 10612165
Page 19
TASK: B150 Creditors' Committee
Name
Carignan, J.
Total B150
Title
Associate
Hours
0.20
0.20
395.00
Fees
79.00
79.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 5
TASK CODE: B150 Creditors' Committee
Services
03/18/10 J. Carignan Email committee re conflicts 0.20 395.00 79.00
counsel.
Total B 150 Creditors' Committee 0.20 79.00
Pacific Resourees Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 20
TASK: B155 Court Hearings
Carignan, 1.
Total Bl
Title
Associate 1.00
LOO
395.00
Fees
395.00
395.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
TASK CODE: B155 Court Hearings
Name Services
03/17110 J. Carignan Confer with debtors' counsel
re 3/24 hearing.
03/22110 J. Caribrnan Confer with co-counsel re
3/24 hearing.
03/24/10 J. Carignan Prepare for omnibus hearing.
Total B155 Court Hearings
Time
0.10 395.00
0.30 395.00
0.60
1.00
395.00
Invoice: 10612165
Page 6
Fees
39.50
118.50
237.00
395.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 21
TASK: B160 Fees
Name
Carignan, 1.
Cook, I.H.
Matour, I.
Shields, A.
Total B160
Title
Associate
Paralegal
Paralegal
Bankruptcy Asst
Hours
0.30
OAO
5.70
lAO
7.80
Rate
395.00
225.00
225.00
55.00
Fees
118.50
90.00
1,282.50
77.00
1,568.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
TASK CODE: B160 Fees
Services
03/03/10 J. Matour Draft certificate of no
objection re PH 3rd interim
fee application.
03/03/10 l Matour Research docket re responses
to PH 3rd interim fee
application.
03/05/10 J. Carignan Receipt of motion of
quarterly fee hearing.
03/0511 0 J. Matour Begin work on February
monthly fee application.
03/0511 0 J. Matour Arrange for efiling of
certificate of no objection re
PH interim fee application.
03/06110 l Matour Receive and review filed
copy of certificate of no
objection re PH 3rd interim
fee application.
03/08110 lH. Cook Phone call to debtors'
counsel re fee hearing
preparation; email to J.
Carignan re same.
03112110 lH. Cook Review email from debtors'
counsel re fee order and
forward same to K.
Hollingsworth.
03115110 l Matour Begin drafting coversheets
for 12th monthly fee
application.
03116110 J. Matour Draft certificate of no
objection re PH 11 th
monthly fee application and
forward to F. Lawall for
signature.
0.30
0.10
0.10
0.30
0.30
0.10
225.00
225.00
395.00
225.00
225.00
225.00
0.20 225.00
0.20 225.00
0.30
OAO
225.00
225.00
Invoice: 10612165
Page 7
Fees
67.50
22.50
39.50
67.50
67.50
22.50
45.00
45.00
67.50
90.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number:
April 20, 2010
03/16110 J. Matour
03/18/10 J. Matour
03118/10 J. Matour
0311811 0 A. Shields
03119110 J. Carignan
03/19110 J. Matour
03/19/10 J. Matour
03/19/1 0 J. Matour
03/19/10 J. Matour
03/19/10 A. Shields
136019.00002
Continue work on PH 12th
monthly application.
Con finn amounts listed in
omnibus order re PH 2nd
interim application and
email to H. Cook re same.
Arrange for efiling and
service of certificate of no
objection re PH 11 th
monthly application.
Prepare for and service of
Certificate of No Objection
re 11 th Monthly
Application of Pepper
Hamilton for period January
2010.
Email from co-counsel re fee
auditor status chart.
Draft PH 12th monthly fee
application and supporting
documents and forward to J.
Carignan for comment.
Draft PH 4th interim fee
request and support
documents.
Email requested documents
and related support as
requested by audit in
connection with 2nd
Quarterly Compensation
Period.
Forward PH 12th monthly
fee application to F. Lawall
for signature.
Update service list and
prepare for service of Notice
of Fee Application.
0.20
0.20
0.30
0.30
0.10
1.10
0.90
0.30
0.10
0.60
225.00
225.00
225.00
55.00
395.00
225.00
225.00
225.00
225.00
55.00
Invoice: 10612165
Page 8
45.00
45.00
67.50
16.50
39.50
247.50
202.50
67.50
22.50
33.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 9
03/22110 J. Matour Email copy of certificate of
no objection re PH 11 th
monthly fee application to
debtor.
0.20 225.00 45.00
0312511 0 J. Carignan Email from co-counsel re
12th monthly fee application.
0.10 395.00 39.50
03/26110 J. Matour Arrange for efiling and
service of PH 12th monthly
fee application.
0.60 225.00 135.00
03/2611 0 A. Shields Prepare for and service of
Pepper Hamilton's 12th
Monthly Fee Application for
period February 2010.
0.50 55.00 27.50
Total B 160 7.80 1,568.00
Pacific Hnp,1"CfU Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 22
TASK: B 170 Employment of Professionals
Name
Carignan, J.
Matour, J.
Total B170
Title
Associate
Paralegal
7.20
11.30
IS.50
Rate
395.00
225.00
Fees
2,844.00
2,542.50
5,386.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 10
TASK CODE: B170 Employment of Professionals
Date Services Time Rate Fees
03/07110 J. Carignan Confer with team re
engagement letter, conflict
search and retention
application.
0.10 395.00 39.50
03/07110 J. Matour Receive and review conflict
reports in connection with
adversary proceedings.
1.50 225.00 337.50
03/08/10 J. Carignan Draft motion to extend scope
of Pepper Hamilton
retention, affidavit in support
and proposed order re same.
4.90 395.00 1,935.50
03/08/10 J. Carignan Revise engagement letter re
preference issues.
0.70 395.00 276.50
03/08/10 J. Matour Continue reviewing conflict
reports for Pacific Energy
potential defendants.
0.60 225.00 l35.00
03/08110 J. Matour Confer with J. Carignan re
engagement letter issues.
0.20 225.00 45.00
03/08/1 0 J. Matour Arrange for spreadsheet to
be created which reflects
conflict report results.
0.50 225.00 112.50
03/09110 J. Carignan Confer with D. Stratton re
engagement letter.
0.10 395.00 39.50
03/09110 J. Carignan Confer with co-counsel re
engagement letter.
0.40 395.00 158.00
03/09110 J. Carignan Draft motion to seal
supplemental retention
application.
0.60 395.00 237.00
03/11/10 J. Carignan Confer with co-counsel re
engagement letter and F.
Lawall re same.
0.30 395.00 118.50
03112/10 J. Carignan Email to co-counsel re 0.10 395.00 39.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 11
retention application and
standing motion.
03/12/10 1. Matour Review conflict reports re
potential preference
defendants.
7.20 225.00 1,620.00
03/1611 0 1. Matour Finalize spreadsheets
summarizing conflict results
and forward to F. Lawall and
J. Carignan.
0.90 225.00 202.50
03/17/10 J. Matour Follow up with J. Carignan
rc summary of conflict
reports.
0.40 225.00 90.00
Total B 170 Employment of Professionals 18.50 5,386.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 23
TASK: B175 Fee Applications and Invoices - Others
Name
Carignan, l
Meltzer, E.
II, lH. Schanne,
Cook, lH.
Matour, l
Total B 175
Title
Associate
Associate
Associate
Paralegal
Paralegal
Hours
0.30
0.30
0.10
1.00
0.80
2.50
Rate
395.00
395.00
275.00
225.00
225.00
Fees
118.50
118.50
27.50
225.00
180.00
669.50
Pacific Energy Resourccs Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
Apri120,2010
TASK CODE: B175 Applications and Invoices - Others
Date Services
03/04110 Meltzer Conferring with C. Vernon
re review of debtors' fee
applications (.2); e-mail to
D. Stratton re same (.1).
03116110 J. Carignan Email from debtors re
members expenses and
financial advisors fees and
reply to same.
03/16/10 J. Carignan Review CNO re Deloitte
July 09 fee application.
03/16/10 J. Matour Draft certificate of no
objection re Deloitte 4th
monthly application and
forward to J. Carignan for
signature.
03117/10 J. Matour Arrange for efiling of
certificate of no objection re
De10itte 4th monthly fee
application.
03117110 J. Matour Email filed copy of
certificate of no objection re
Deloitte 4th monthly fee
application.
03119110 J.B. Cook Review docket and file re
Deloitte application (.2);
phone call with J. Matour re
fee auditor issues (.1); e-
mails to K. Piper re Deloitte
applications (.1).
03/25/10 J.H. Schanne, 11 Review and execute notice
of Steptoe and Johnson fee
application.
03/25/10 J.H. Cook Preparation of notices and
certification of service re
0.30
0.10
0.20
0.30
0.30
0.20
OAO
0.10
0.20
395.00
395.00
395.00
225.00
225.00
225.00
225.00
275.00
225.00
Invoice: 10612165
Page 12
118.50
39.50
79.00
67.50
67.50
45.00
90.00
27.50
45.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientiMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 13
Steptoe application.
03/25110 lH. Cook Filing and service of Steptoe
application.
0.20 225.00 45.00
03/31110 lH. Cook Preparation of CONO re
Steptoe 12th fee application.
0.20 225.00 45.00
Total B 175 Applications and Invoices - Others 2.50 669.50
Pacific Energy Resources Ltd. OtTicial Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 24
TASK: B3I0 Claims Administration - General
Name
Lawall, F.
Carignan, J.
Total B3I0
Partner
Associate
0.20
1.70
1.90
Rate
610.00
395.00
122.00
671.50
793.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 14
TASK CODE: B310 Claims Administration - General
Services Rate Fees
03/07/10 J. Carignan Email from co-counsel re
Union administration claim
statements.
0.10 395.00 39.50
03111/10 J. Carignan Review Union administrative
claim statements; phone call
to debtor's counsel re same;
email committee members re
same.
1.30 395.00 513.50
03/12/10 F. Lawall Review issues re union
administrative claim motion.
0.20 610.00 122.00
03/30110 J. Carignan Review objections to Union
and Marathon administrative
claims.
0.30 395.00 118.50
Total B310 Claims Administration - General 1.90 793.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 25
TASK: B311 Secured Creditor Issues
Name
Carignan, J.
Total B311
Title
Associate
Hours
1.30
1.30
Rate
395.00
Fees
513.50
513.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 15
TASK CODE: B311.1 Secured Creditor Issues
Date Name Services Rate
03/25/10 J. Carignan Email from co-counsel re
secured lender collateral.
0.10 395.00 39.50
03/29/10 J. Carignan Review fee applications for
secured lender collateral
issued per K. Piper.
Total B311.1 Secured Creditor Issues
1.20
1.30
395.00 474.00
513.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
Apri120, 2010
Invoice: 10612165
Page 26
TASK: B320 Plan and Disclosure Statement
Name
Carignan, J.
Total B320
Associate 0.10
0.10
Rate
395.00
Fees
39.50
39.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
April 20, 2010
Invoice: 10612165
Page 16
TASK CODE: B320 Plan and Disclosure Statement
Services
03112110 J. Carignan Email from co-counsel re
plan.
0.10 395.00 39.50
Total B320 Plan and Disclosure Statement 0.10 39.50
Exhibit C
BIOGRAPHIES
Francis J. Lawall - Francis J. Lawall is a Partner in the Bankruptcy Practice Department in the
Philadelphia office of Pepper Hamilton LLP and has been practicing law since 1985. He
concentrates his practice in national bankruptcy and creditors' rights matters, including the
representation of major oil companies in bankruptcy proceedings throughout the United States.
He also has broad experience in the reorganization of companies plagued with massive toxic tort
liabilities, as well as companies in the textile, automotive, clothing, and construction materials
industries. He is a member of the Pennsylvania and New Jersey bars and is admitted to practice
before the U.S. District Court for the Eastern District of Pennsylvania, the U.S. District Court for
the District of New Jersey, the U.S. District Court for the Eastern and Southern Districts of New
York and the U.S. Court of Appeals for the Second and Third Circuits.
David B. Stratton - Mr. Stratton is a Partner in the Corporate Restructuring and Bankruptcy
Practice Group of Pepper Hamilton LLP and has been practicing law since 1978. He is co-chair
of the firm's Corporate Restructuring and Bankruptcy Practice Group. He is also a member of
the American Bar Association Business Law Section and a member ofthe Bankruptcy
Subcommittee of the Banking Committee. He is admitted to the bar of Delaware.
James C. Carignan - Mr. Carignan is an Associate with the Corporate Restructuring and
Bankruptcy Practice Group of Pepper Hamilton LLP and has been practicing law since 2002. He
is admitted to the bar of Delaware.
#10928595 vi (136019.2)
Exhibit D
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
April 20, 2010
Summary of Expenses
Expenses
Duplicating
Messenger Service
Messenger Service - Overnight Courier
Postage
Filing Service
Telephone
Total
Invoice: 10612165
Page 27
Value
53.40
30.00
54.76
15.23
40.00
3.45
196.84
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002 Invoice: 10612165
April 20, 2010 Page 28
Detail of Expenses
Date Code Descri}Jtion U n i t ~ Cost Value
03/02110 MES4 FedEx: Scott Winn LONG BEACH 18.76 18.76
03/02/10 MES4 FedEx: Ira Kharasch LOS ANGELES 18.76 18.76
03/02110 MES4 FedEx: Warren II Smith DALLAS 1 17.24 17.24
03/05110 DUP DUP - Matour Judith P. - 03/0512010 3 0.10 0.30
03/05110 TEL Long Distance Telephone - 03/05/2010 1.30 1.30
03109110 TEL Long Distance Telephone - 03/09/2010 1 0.10 0.10
03/12110 TEL Long Distance Telephone - 03112/2010 2.05 2.05
03116110 SPD Filing Service - 3/5/1 0 - LAWALL - 1 10.00 10.00
EFILED CNO IN DE-B
03/17/10 DUP DUP - Matour Judith P. - 03/17/2010 5 0.10 0.50
03/17110 DUP DUP - Matour Judith P. - 03/17/2010 2 0.10 0.20
03117110 MES Messenger Service 2/25110 15.00 15.00
03i18/10 DUP DUP - Matour Judith P. - 03118/2010 10 0.10 1.00
03/18110 DUP DUP - Matour Judith P. 03/18/2010 2 0.10 0.20
03118110 DUP DUP - Shields Angeline L. - 03/18/2010 12 0.10 1.20
03118110 POS Postage 1 2.64 2.64
03119110 DUP DUP - Matour Judith P. - 03/19/2010 2 0.10 0.20
03/25110 DUP DUP - Finney Maureen A. - 03/25/2010 27 0.10 2.70
03/25/10 OUP OUP - Finney Maureen A. - 03/25/2010 135 0.10 13.50
03/26110 DUP OUP - Shields Angeline L. - 03126/2010 246 0.10 24.60
03/26110 OUP DUP - Matour Judith P. - 03/26/2010 90 0.10 9.00
03/26/10 POS Postage 12.59 12.59
03/30/1 0 SPD Filing Service - 3117/10 - CARIGNAN - 1 10.00 10.00
EFILED CNO IN OE-B
03/30110 SPO Filing Service - 3/18110 - LAWALL- 1 10.00 10.00
EFILECNO
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002 Invoice: 10612165
Apri120, 2010 Page 29
D a . ~ Code Description
03/30/10 SPD Filing Service - 3/26/10 - LA WALL 10.00 10.00
EFILED 12TH FEE APP IN DE-B
03/31110 MES Messenger Service - 3/25/10 7.50 7.50
03/31110 MES Messenger Service - 3/2511 0 1 7.50 7.50
Total 196.84
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In Re: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et al"
(Jointly Administered)
Debtors. Objection Deadline: 5/13/10 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
NOTICE OF FILING OF FEE APPLICATION
TO: (i) The Debtors; (ii) Counsel to the Debtors; (iii) The United States Trustee; (iv) Counsel
to the Official Committee of Unsecured Creditors (the "Notice Parties"):
Pepper Hamilton LLP, Delaware counsel to the Official Committee of Unsecured
Creditors in the above-captioned case (the "Applicant") has filed its Thirteenth Monthly
Application For Compensation and Reimbursement Of Expenses Of Pepper Hamilton LLP, as
Delaware Counsel to the Official Committee Of Unsecured Creditors For The Period March 1,
2010 Through March 31, 2010, seeking compensation for services in the amount of $9,970.50
and reimbursement of costs incurred in the amount of $196.84 (the "Application").
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application,
must be made in accordance with the Administrative Order Under 11 U.S.C. Sections I05(a) and
331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for
Professionals and Committee Members [Docket No. 147] (the "Administrative Order") and must
be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801 and received by no later than 4:00 p.m. (prevailing
Eastern Time) on May 13,2010 (the "Objection Deadline").
#10921598 vt3
Objections or other responses to the Application, if any, must be served so that
they are received not later than May 13,2010 at 4:00 p.m. (prevailing 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, 17th
Floor, Wilmington, DE 19899-8705, Attn: Laura Davis Jones, Esq.; Fax 302-652-4400, email:
ljones@pszjlaw.com; (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Boulevard,
11th Floor, Los Angeles, CA 90067-4100, Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e
mail: ikharasch@pszjlaw.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 to the Creditors' Committee (the "Committee"),
(1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28
th
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, Suite 5100,1313 Market Street, Wilmington, DE 19801, Attn:
James C. Carignan, Esq.; Fax: 302-421-8390, e-mail: carignaj@peppedaw.com, (the "Notice
Parties").
PLEASE TAKE FURTHER NOTICE if any responses or objections to the
Application are timely filed, served and received, a hearing on the Application will be held at the
convenience of the Bankruptcy Court. Only those objections made in writing and timely filed
and received in accordance with the Administrative Order and the procedures described herein
will be considered by the Bankruptcy Court at such hearing.
-2
#10921598 vl3
PLEASE TAKE FURTHER NOTICE pursuant to the Administrative
if no objection to the Application is timely served and received by the Objection Deadline,
the Applicant be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent
of the expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the
expenses not subject to an objection without the need for further order of the Bankruptcy Court.
Dated: April 22, 2010
#10921598 v13
PEPPER HAMILTON LLP
lsi Francis J. Lawall
Francis 1. Lawall (P A No. 43932)
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Telephone: (215) 981-4000
Facsimile: (215) 981-4750
And
David B. Stratton, Esq. (DE No. 960)
James C. Carignan, Esq. (DE No. 4230)
Hercules Plaza, Suite 5100
1313 N. Market Street
P.O. Box 1709
Delaware 19899-1709
Tel: (302) 777-6500
Delaware Counsel for The Official
Committee of Unsecured Creditors
-3
#10921598 v13
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, et al.,
(Jointly Administered)
Debtors. Objection Deadline: 5/13/10 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
AFFIDAVIT OF SERVICE
COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF PHILADELPHIA )
Judith P. Matour, being duly sworn according to law, deposes and says that she is
employed by the law firm of Pepper Hamilton LLP, Delaware counsel for the Official
Committee of Unsecured Creditors in the above-captioned action, and that on the 22nd day of
April, 2010 she caused a copy of the following document(s) to be served upon the parties on the
attached service list via first class mail, postage prepaid:
Thirteenth Monthly Fee Application ofPepper Hamilton LLPfor March 1-31, 2010
Sworn to and Subscribed before
~ this;';;).. day o ~ o 1 0 ,
~ ~
Notary Public
Commission Exp.: /-o--7""f:!R
O
I ~
NOTARIAL SEAL
MAiTHEWA. SULLIVAN, Notary Public
City of Philadelphia, PhHa. County
My Commission Expires January 29. 2012
#10928572 vB
Pacific Energy Resources LTD
c/o Scott Winn, CRO
III W. Ocean Boulevard
Suite 1240
Long Beach, CA 90802
Pacific Energy Resources, LTD
c/o Ira Kharasch, Esquire
Pachulski Stang Ziehl & Jones, LLP
10100 Santa Monica Boulevard
11 th Floor
Los Angeles, CA 90067-4100
Official Committee of Unsecured Creditors
c/o Katherine C. Piper, Esquire
Steptoe & Johnson, LLP
2121 Avenue ofthe Stars
28
th
Floor
Los Angeles, CA 90067
#10858072 vI
Pacific Energy Resources LTD
c/o Laura Davis Jones, Esquire
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street
17
th
Floor
PO Box 8705
Wilmington, DE 19899
Joseph McMahon
Office of the U. S. Trustee
1. Caleb Boggs Federal Building
Room 2207
844 N. King Street
Wilmington, DE 19801
Warren H. Smith
Warren H. Smith & Associates, P.C.
Republic Center
325 N. St Paul, Ste 1250
Dallas, TX 75201