___

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 aI.,
(Jointly Administered)
Debtors. Objection Deadline: 8/11110 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
SIXTEENTH 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 JUNE 1 THROUGH JUNE 30, 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 __n _
Period for which compensation
and/or reimbursement is sought: June 1-30,2010
1
Total amount of compensation
sought as actual, reasonable and necessary $7,694.00
Total amount of expense reimbursement
sought as actual, reasonable and necessary $485.13
This is a lmonthly interim final application.
The time expended for preparation of this Application is not reflected herein. (Total time and
expense ofthe preparation of this 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.
#10922359 v16
PRIOR FEE APPLICATIONS FILED
Date Filed Period Covered Requested Fees
Requested
Expenses
Approved
Fees
Approved
Expenses
5/22/09 3/19/09 - 3/31/09 $15,942.50 $0.00 $15,942.50 $0.00
6/23/09 4/1/09 4/30/09 $35,383.50 $1,304.06 $35,383.50 $1,304.06
7/6/09 5/1/09 - 5/31/09 $16,947.00 $657.68 $16,947.00 $657.68
8/11/09 6/1/09 6/30/09 $17,725.50 $2,288.35 $17,725.50 $2,265.29
9/9/09 7/1/09 -7/31/09 $16,609.50 $1,455.17 $16,609.50 $1,455.17
9/25/09 8/1/09 8/31/09 $7,906.50 $334.07 $7,906.50 $334.07
10/13/09 9/1/09 9/30/09 $6,087.00 $357.48 $6,087.00 $283.48
11/16/09 10/1 /09 - 10/31/09 $6,018.00 $550.71 $6,018.00 $550.71
12/11/09 11/1/09 11/30/09 $9,230.00 $189.61 $9,230.00 $189.61
1/21/10 12/1/09 12/31/09 $12,091.00 $597.49
2/22/10 1/1/10- 1/31/10 $4,225.00 $177.83
i 3/26/10 2/1/1 0 - 2/28/10 $3,143.00 $696.16
4/22/10 3/1/10 3/31/10 $9,970.50 $196.84
5/24/10 4/1110 - 4/30/10 $7,594.50 $841.60
6/28/10 5/1/10 5/31/10 $3,669.50 $238.78
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#10922359 vl6
PROFESSIONALS
Name of
Professional Individual
Position With the Applicant
and Number of Years
In That Position
Hourly
Billing Rate
(Including
Changes)
Total
Billed
Hours
Total
Compensation
Francis J. Lawall Partner (16 yrs.) $610.00 .60 $ 366.00
James C. Carignan Associate (7 yrs) $395.00 12.30 $ 4,858.50
John H. Schanne, II Associate (2 yrs) $275.00 .20 $ 55.00
Christopher Lano Senior Paralegal $205.00 3.80 $ 779.00
Christopher A. Lewis Paralegal $175.00 .20 $ 35.00
Judith P. Matour Senior Paralegal $225.00 6.10 $ 1,372.50
Cynthia M. Vernon Paralegal $150.00 .30 $ 45.00
Angeline Shields Bankruptcy Assistant $ 55.00 2.60 $ 143.00
David Smith Document Clerk $ 50.00 .80 $ 40.00
Grand Total: $7,694.00
Total Hours: 26.90
Blended Rate: $237.78
-3
#10922359 vl6
COMPENSATION BY CATEGORY
Project Categories Total Hours Total Fees
B11 0 Case Administration 1.90 $ 224.00
B150 Creditors' Committee .10 $ 39.50
B 155 Court Hearings .50 $ 102.50
B160 Fees 9.20 $ 1,789.00
B 175 Fee Applications - Others 3.00 $ 612.50
B 190 Contested Matters/Motions 5.60 $ 2,319.50
B3I0 Claims Administration - General 3.90 $ 1,540.50
B320 Plan and Disclosure Statement 2.70 $ 1,066.50
Total 26.90 $ 7,694.00
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#10922359 v16
EXPENSE SUMMARY
I
i
Expense Summary
Service Provider
(if applicable)
Total Expenses
Duplicating $ 44.20
Messenger Service $ 30.00
I Postage $ 360.63
Process Service
I
$ 10.00
Filing Service $ 10.00
I Telephone
:$ 30.30
Total $ 485.13
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#10922359 v16
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELA WARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, etal'
J (Jointly Administered)
Debtors. Objection Deadline: 8/11/10 at 4:00 pm
Hearing Date: To Be Scheduled only If Necessary
SIXTEENTH 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 Sixteenth Monthly
Application for Compensation and Reimbursement of Expenses for the Period from June 1,2010
through June 30, 2010 (the "Application").
By this Application, Pepper seeks a monthly interim allowance of compensation in
the amount of $7,694.00 and actual and necessary expenses in the amount of $485.13 for a total
allowance of$8,179.13 and payment of$6,155.20 (80% of the allowed fees) and reimbursement
of$485.13 (100% of the allowed expenses) for a total payment of $6,640.33 for the period June
#10922474 vl6
1,2010 through June 30, 2010 (the "Interim Period"). In support of this Application, Pepper
respectfully represents as follows:
Background
1. 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 of the 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.
2. 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. 1102(a)(1).
3. 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.
4. 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.
5. On April 8,2009, the Administrative Order Establishing Procedures for
Allowance and Payment of Interim Compensation and Reimbursement of Expenses to
Professionals was entered.
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#10922474 v16
Summary of Services Rendered and Expenses Incurred
6. Applicant has rendered services from June 1,2010 through June 30, 2010
in the amount of26.90 hours.
7. 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 ofthe 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
$7,694.00 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 June 1,
2010 through June 30, 2010 are reasonably worth the sum of $7,694.00 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: 1.90, total fees $224.00) This category
includes time spent by Applicant attending to coordination and compliance activities in
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#10922474 vl6
connection with the performance ofits duties as Delaware counsel for the Official Committee of
Unsecured Creditors.
b. Creditors' Committee (Total hours: .10, total fees $39.50) This category
includes time spent by Applicant communicating with co-counsel regarding plan and stipulation.
c. Court Hearings (Total hours: .50, total fees $102.50) This category includes
time spent by Applicant updating hearing calendar.
d. Fees (Total hours: 9.20, total fees $1,789.00) This category includes time
spent by Applicant drafting andfiling certificate ofno objection re previous fee application,
drafting, filing and serving ofMay 2010 monthly fee application, 5
th
interim fee application and
related tasks.
e. Fee Applications - Others (Total hours: 3.00, total fees $612.50) This
category includes time spent by Applicant drafting certificates ofno objection re previous
application ofco-counsel and efiling ofco-counsel's monthly fee application.
f. Contested Matters/Motions (Total hours: 5.60, total fees $2,319.50) This
category includes time spent by Applicant participating in settlement negotiations.
g. Claims Administration - General (Total hours: 3.90, total fees $1,540.50)
This category includes time spent by Applicant analyzing claim recovery options.
h. Plan and Disclosure Statement (Total hours: 2.70, total fees $1,066.50) This
category includes time spent by Applicant reviewing and analyzing draft 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
set forth in the summary identified as Exhibit C.
-4
#10922474 vl6
10. As outlined above, the attorneys who worked on this case from June 1,
2010 through June 30, 2010 have various levels of expertise. From time to time these attorneys
consulted with each other and other attorneys on different aspects of the 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 oflaw. 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 June 1, 2010 through
June 30, 2010 in the sum of $485.13 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.
Summary of Services Rendered and Expenses Incurred in Connection with Prosecution of
Avoidance Actions
12. Pursuant to Court Order dated April 19, 2010 Expanding Scope Of
Employment And Retention Of Pepper Hamilton LLP As Counsel To Include Prosecution Of
Avoidance Actions, Nunc Pro Tunc To February 1,2010, Applicant is due $3,555.03 in fees and
$371.71 in expenses, as determined by the fee schedule set forth in Applicant's supplemental
application (Docket No. 1480).
13. 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 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, Applicant has reviewed the requirements
-5
#10922474 v16
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 June I, 201 0
through June 30, 2010, an interim allowance be made for compensation in the amount of
$7,694.00 and actual and necessary expenses in the amount of$485.13 for a total allowance of
$8,179.13 and payment of$6,155.20 (80% of the allowed fees) and reimbursement of$485.l3
(100% ofthe allowed expenses) be authorized for a total payment of $6,640.33 for such other and
further relief as this Court may deem just and proper.
Respectfully submitted,
Dated: July 21, 2010 PEPPER HAMIL TON LLP
/s/ Francis 1. Lawall
Francis J. 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 vl6
Exhibit A

TN 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.
Related Docket No. 190
ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PEPPER
HAMILTON LLP AS DELAWARE COUNSEL TO THE OFFICIAL
COMMITIEE OF UNSECURED CREDITORS
NUNCPRO TUNC TO MARCH 19.2009
UPON THE APPLICATION of the Official Committee of Unsecured
Creditors (the "Official Committee") of the above captioned debtors and debtors-in

possession (the "Debtors") pursuant to Fed. R. Bankr.P. 2014(a) for an Order under
sections 328(a) and 1103(a) of Title 11 of the United States Code (the UBankruptcy
Code") authorizing the employment and retention of Pepper Hamilton LLP ("Pepper
Hamilton") as Delaware counsel to the Official Committee nunc: am !!.m to March 19,
2009 (the "Application"); 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 tenn is defined in Bankruptcy Code section 101(14), as modified by
Bankruptcy Code section 1l07(b); and upon further finding that the employment of
Pepper Hammon 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 the Application being warranted. IT IS HEREBY ORDERED TIIAT:

1. The Application is GRANTED.
2. In accordance with Bankruptcy Code sections 328(a) and 11 03(a),
the Official Committee is hereby authorized to employ Pepper 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 sections 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 pertaining to
this Order and the Application.
~ '
19
Dated: ~
Wilmington, DE


#U1111UOvl
2
Exhibit B
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002 Invoice: 10630168
July 19,2010 Page 14
Summary of Attorney Hours
Name Title Hours Rate Fees
F. Lawall Partner 0.60 610.00 366.00
J. Carignan Associate 12.30 395.00 4,858.50
J.H. Schanne, II Associate 0.20 275.00 55.00
C.Lano Paralegal 3.80 205.00 779.00
c.A. Lewis Paralegal 0.20 175.00 35.00
J. Matour Paralegal 6.10 225.00 1,372.50
A. Shields Bankruptcy Asst 2.60 55.00 143.00
D. Smith Document Clerk 0.80 50.00 40.00
C.M. Vernon Document Clerk 0.30 150.00 45.00
26.90 7,694.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Summary of Time by Task Code
Task
BII0 Case Administration
B150 Creditors' Committee
B155 Court Hearings
B160 Fees
B175 Fee Applications and Invoices - Others
B190 Contested Matters/Motions
B310 Claims Administration General
B320 Plan and Disclosure Statement
Total
Hours
1.90
0.10
0.50
9.20
3.00
5.60
3.90
2.70
26.90
Invoice: 10630168
Page 2
F e ~ A
224.00
39.50
102.50
1,789.00
612.50
2,319.50
1,540.50
1,066.50
7,694.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Summary of time by Task Code
TASK: B 11 0 Case Administration
N a m ~ Title
Lawall, F. Partner
Carignan, J. Associate
Shields, A. Bankruptcy Asst
Smith, D. Document Clerk
Hours
0.10
0.20
0.80
0.80
Total Bl10 1.90
Rate
610.00
395.00
55.00
50.00
Invoice: 10630168
Page 15
61.00
79.00
44.00
40.00
224.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Time Detail by Task Code
TASK CODE: B11 0 Case Administration
Date :Name Services
06/09/10 D. Smith Review docket, organize
pleading files.
06110110 A. Shields Review pleadings &
incorporate into case
management records as
appropriate.
06/18/10 F. Lawall E-mails to J. Carignan re fee
applications.
06/25/10 J. Carignan E-mails from co-counsel and
debtors' counsel re multiple
lssues.
06/28110 A. Shields Review pleadings &
incorporate into case
management records as
appropriate.
06/28110 D. Smith Review and organize
pleadings file.
06/29/10 A. Shields Review pleadings &
incorporate into case
management records as
appropriate.
Total B 11 0 Case Administration
Time
0.50
0.20
50.00
55.00
0.10
0.20
610.00
395.00
0.30 55.00
0.30
0.30
50.00
55.00
l.90
Invoice: 10630168
Page 3
25.00
1l.00
61.00
79.00
16.50
15.00
16.50
224.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: l36019.00002
July 19,2010
Invoice: 10630168
Page 16
TASK: B 150 Creditors' Committee
Name
Carignan, J.
Total B 150
Title
Associate
Hours
0.10
0.10
395.00 39.50
39.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 4
TASK CODE: B 150 Creditors' Committee
Services
06/2311 0 1. Carignan Multiple emails from co 0.10 395.00 39.50
counsel re plan and Arapicio
stipulation.
Total B 150 Creditors' Committee 0.10 39.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 17
TASK: B155 Court Hearings
Name
Lano, C.
Total B155
Paralegal
Hours
0.50
0.50
Rate
205.00 102.50
102.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
July 19,2010
TASK CODE: B155 Court Hearings
nate Name Services
06102110 C. Lano Revise hearing calendar.
06/24110 C. Lano Review Scheduling Order
and update hearing calendar
Total B155 Court Hearings
Invoice: 10630168
Page 5
Time Rate
0.20 205.00 41.00
0.30 205.00 61.50
0.50 ] 02.50
Pacific Energy Resources Ltd. Official Committee
Of1Jnsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 18
TASK: B160 Fees
Name
Carignan, J.
Lano, C.
Lewis, c.A.
Matour, J.
Shields, A.
Total B160
Title
Associate
Paralegal
Paralegal
Paralegal
Bankruptcy Asst
Hours
0.30
0.80
0.20
6.10
1.80
9.20
Rilte
395.00
205.00
175.00
225.00
55.00
118.50
164.00
35.00
1,372.50
99.00
1,789.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
TASK CODE: B160 Fees
Date
06/01110 C. Lano Revise Fee Application
Chart.
06/02110 J. Carignan Email from J. Matour re May
2010
06/02110 J. Matour Email to Debtor re May
2010 fees.
06/03110 J. Matour Begin work on May 2010
monthly application.
06/08/10 Lano Update Fee Application
chart.
06117110 J. Matour Draft certificate of no
objection re PH 14th
monthly fee application and
forward to F. Lawall for
reVICW.
06/17/10 J. Matour Arrange for cfiling and
service of certificate of no
objection re PH 14th
monthly fee application.
06/1 0 A. Shields Prepare for & service of
Certificate of No Objection
Re: Pepper's 14th Monthly
Fee Application for period
411 to 4/3011O.
06/18/10 J. Matour Receive and review filed
copy of PH 14th monthly fee
application.
06/21/10 J. Matour Forward pleadings to J.
Carignan for 6/2311 0
quarterly fee application
hcaring.
06/21ll0 A. Shiclds Docket research- Re: 3rd
Time
0.20
0.10
0.10
0.30
0.20
0.30
205.00
395.00
225.00
225.00
205.00
225.00
0.20 225.00
0.30 55.00
0.10 225.00
0.10 225.00
0.40 55.00
Invoice: 10630168
Page 6
Fees
41.00
39.50
22.50
67.50
41.00
67.50
45.00
16.50
22.50
22.50
22.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number:
July 19,2010
06/22/10 J. Matour
06/2311 0 J. Matour
06/23/10 J. Matour
06/24/10 C.Lano
06/2811 0 c.A. Lewis
06/28110 J. Matour
06/28110 J. Matour
06/28ilO A. Shields
06/29110 J. Matour
06/29ilO J. Matour
06/30.110 1. Carignan
06/30/10 C. Lano
136019.00002
Interim Pepper Hamilton Fee
Application and 7th, 8th &
9th Monthly Fee
Applications. Forward to J.
Matour.
Begin drafting May 2010 fee
application.
Continue work on May 2010
monthly fee application.
Email May 2010 monthly
application to J. Carignan for
reVIew.
Review filing of applications
and confer with J . Matour re
PH Fee Applications.
Review docket for status of
all PH Fee Applications and
CNOs.
Prepare PH 15th monthly fee
application for efiling.
Arrange for cfiling and
service of PH 15th monthly
application.
Prepare for & service of
Pepper Hamilton's 15th
Monthly fee application.
Arrange for compilation of
spreadsheet detailing time
and expenses for May 2010.
Email spreadsheet detailing
time and expenses re: May
2010 to fee auditor.
Review draft 5th interim PH
fee application.
Prepare and file
OmniManagement Affidavit
of Service re Notice of Filing
0.50
1.80
0.20
0.20
0.20
0.50
0.20
0.40
0.10
0.20
0.20
0.20
Invoice: 10630168
Page 7
225.00 112.50
225.00 405.00
225.00 45.00
205.00 41.00
175.00 35.00
225.00 112.50
225.00 45.00
55.00 22.00
225.00 22.50
225.00 45.00
395.00 79.00
205.00 41.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Clientl:\1atter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 8
of Monthly Fee Application.
06/30/10 J. Matour Draft 5th interim fee
application and forward to J.
Carignan for review.
1.30 225.00 292.50
06/30/10 J. Matour Prepare PH interim fee
application for efilng.
0.20 225.00 45.00
06/30110 A Shields Prepare for service of 5th
Interim Fee Application of
Pepper Hamilton for period
3/1 to 5/31110.
0.70 55.00 38.50
Total B 160 Fees 9.20 1,789.00
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Credi tors
ClientiMatter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 19
TASK: B 175 Fee Applications and Invoices - Others
Hours Rate
II, J.H. Schanne, Associate 0.20 275.00 55.00
Lano, Paralegal 2.50 205.00 512.50
Vernon, C.M. Document Clerk 0.30 150.00 45.00
Total B175 3.00 612.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 9
TASK CODE: B175 Fee Applications and Invoices - Others
Date Name Time Fees
06/18/10 lB. Schanne, II Review and execute CNO re
co-counsel application.
0.10 275.00 27.50
06/18/10 C'.M. Vernon Prepare and file Certificate
of No Objection re
Fourteenth Monthly
Application of Steptoe &
Johnson, LLP.
0.30 150.00 45.00
06/22110 C'. Lano Prepare and file CNO to
Steptoe & Johnson's Third
Quarterly Fee Application
Request (.4); Confer with
OmniManagement re service
ofCNO (.1); Confer with
J.O'Neil and lCarignan re of
CNO (.2).
0.70 205.00 143.50
06/24/10 C'. Lano Prepare and file Affidavit of
Service re CNO to Steptoe &
Johnson's Third Interim Fee
Request.
0.20 205.00 41.00
06/25/10 lH. Schanne, II Review and execute notice
of filing of co-counsels' fee
application.
0.10 275.00 27.50
06/25/10 C. Lano Prepare and file Steptoe &
Johnson's 15th Fee
Application (.4); Prepare and
file Notice of Filing Fee
Application Steptoe &
Johnson's 15th Fee
Application (.3); Prepare and
serve Steptoe & Johnson's
15th Fee Application (.2);
Review Interim
Compensation Order (.2);
Review docket and confer
with J.Matour and
1.60 205.00 328.00
Pacific Energy Resources Ltd. OfTicial Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 10
K.Hollingsworth re
Quarterly Applications (.4).
Total B 175 Fee Applications and Invoices - Others 3.00 612.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 20
TASK: B 190 Contested Matters/Motions
Name
Lawall, F.
Carignan, ].
Total B190
Jitle
Partner
Associate
Hours
0.50
5.10
5.60
Rate
610.00
395.00
Fees
305.00
2,014.50
2,319.50
Pacific Energy Resources Ltd. OfIicial Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
TASK CODE: B190 Contested Matters/Motions
Name Services
06/01110 J. Carignan Call from K. Morgan re
settlement negotiations.
06/01110 J. Carignan Email from K. Piper re
Kreie1scheimer settlement.
06/01i10 J. Carignan Call to K. Piper re Union
settlement negotiations.
06/02110 J. Carignan Email from debtors' counsel
re Urian settlement
negotiations and confer with
F. Lawall re same.
06/02/10 J. Carignan Multiple e-mails re Union
settlement negotiations and
begin analyzing values re
same.
06/03110 F. Lawall Review settlement proposal.
06/04110 J. Carignan Prepare for and attend phone
call with OCUC re Union
settlement negotiations.
06110/10 J. Carignan Prepare for and attend phone
call with OCUC re Union
settlement negotiations.
06114110 F. Lawall Telephone call to J. Carignan
re Union settlement status.
06/14/10 J. Carignan Email from co-counsel re
KRF settlement.
Total B 190 Contested Matters/Motions
0.10
0.10
0.10
0.70
Rate
395.00
395.00
395.00
395.00
1.00 395.00
0.30
1.50
610.00
395.00
1.50 395.00
0.20
0.10
5.60
610.00
395.00
Invoice: 10630168
Page 11
Fees
39.50
39.50
39.50
276.50
395.00
183.00
592.50
592.50
122.00
39.50
2,319.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
ClientlMatter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 21
TASK: B310 Claims Administration General
Name
Carignan, J.
Total B310
Title
Associate
Hours
3.90
3.90
Rate
395.00 1,540.50
1,540.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Chen t/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 12
TASK CODE: B310 Claims Administration - General
Date blame Services Rate Fees
06/03110 J. Carignan Draft memo to OCUC re
recovery options on
outcomes of claims analysis.
3.00 395.00 1,185.00
06/03110
06/03110
J. Carignan
J. Carignan
Phone call to co-counsel re
memo on recovery potential.
Revisions to memo per K.
Piper.
0.50
OAO
395.00
395.00
197.50
158.00
Total B310 Claims Administration - General 3.90 1,540.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
Invoice: 10630168
Page 22
TASK: B320 Plan and Disclosure Statement
Carignan, J.
Total B320
Associate
Hours
2.70
2.70
Rate
395.00
Fees
1,066.50
1,066.50
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002
July 19,2010
TASK CODE: B320 Plan and Disclosure Statement
Date ~ a m e
06/14110 J. Carignan Multiple e-mails re draft
plan.
06114110 1. Carignan Email from debtors' counsel
re tax credits offsets.
06114110 1. Carignan Begin reviewing draft plan.
06116110 1. Carignan Continue reviewing plan.
06/23/10 J. Carignan E-mails re AK tax credits.
06/30/10 J. Carignan Email from co-counsel re
plan.
06/30110 J. Carignan Multiple e-mails re tax
credits.
Total B320 Plan and Disclosure Statement
Time
0.20 395.00
0.10 395.00
1.00
1.00
0.10
0.20
395.00
395.00
395.00
395.00
0.10 395.00
2.70
Invoice: 10630168
Page 13
Fees
79.00
39.50
395.00
395.00
39.50
79.00
39.50
1,066.50
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
ofthe firm's Corporate Restructuring and Bankruptcy Practice Group. He is also a member of
the American Bar Association Business Law Section and a member of the 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
Client/Matter Number: 136019.00002
July 19,2010
Summary of Expenses
Duplicating
Messenger Service
Postage
Process Service
Filing Service
Telephone
Total
Value
44.20
30.00
360.63
10.00
10.00
30.30
485.13
Invoice: 10630168
Page 23
Pacific Energy Resources Ltd. Official Committee
Of Unsecured Creditors
Client/Matter Number: 136019.00002 Invoice: 10630168
July 19,2010 Page 24
Detail of Expenses
Code Oescrintion Units Value
06/03110 POS Postage 82.75 82.75
06108110 PRS Process Service - 5/2411 0 - LAWALL 10.00 10.00
EFILE FEE APP
06110110 POS 6/3/10 261.60 261.60
06/11110 MES 5/25/10 15.00 15.00
06114/10 TEL Telephone 0.30 0.30
06115110 OUP OUP - Finney Maureen A. - 06115/2010 8 0.10 0.80
06117110 OUP OUP - Shields Angeline L. - 06117/2010 12 0.10 1.20
06/1711 0 POS Postage 2.64 2.64
06/22110 SPO Filing Service 06117110 - LAWALL 10.00 10.00
EFILEO CNO IN OE-B
06/24/10 TEL Telephone - AMERICAN EXPRESS 30.00 30.00
LOGAN - 5/26110 COURTCALL
06/2511 0 OUP OUP - Lano Christopher - 06/25/2010 96 0.10 9.60
06/25/1 0 POS Postage - 6/15/10 1.22 1.22
06/28110 OUP OUP - Matour Judith P. - 06/28/2010 86 0.10 8.60
06/28/10 OUP OUP - Shields Angeline L. - 06/28/2010 240 0.10 24.00
06/28/10 POS Postage 12.42 12.42
06/30110 MES Messenger Service - 6/25/10 15.00 15.00
Total 485.13
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
InRe: Chapter 11
Case No. 09-10785 (KJC)
PACIFIC ENERGY RESOURCES LTD, al.,
(Jointly Administered)
Debtors. Objection Deadline: 8/11/10 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 Sixteenth 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 June 1,
2010 Through June 30, 2010, seeking compensation for services in the amount of $7,694.00 and
reimbursement of costs incurred in the amount of $485.13 (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 105(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 ofthe 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 August 11,2010 (the "Objection Deadline").
#]0921598 vl6
Objections or other responses to the Application, if any, must be served so that
they are received not later than August 11,2010 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:
liones@pszilaw.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@pszilaw.com (c) the Office of the United States Trustee, 1. 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@pepperlaw.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 v16
PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order,
if no objection to the Application is timely filed, served and received by the Objection Deadline,
the Applicant 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: July 21,2010
#10921598 v16
PEPPER HAMILTON LLP
lsi Francis 1. Lawal1
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
-3
#10921598 vl6
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 ai.,
(Jointly Administered)
Debtors.
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 21 st day of
July, 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:
Sixteenth Monthly Fee Application ofPepper Hamilton LLPfor June 1-30, 2010
Sworn to and Subscribed before

Notary Public
Commission Exp.: /-.;) Cf- ) iiJ....
tili8MMeNWeAL.l'H OF PENNSYLVANIA
NOTARIAL SEAL
MAiTHEW A. SULLIVAN. Notary Public
City of Philadelphia. PhHa. County
My Commission Expires January 29,2012
#10928572 v16
Pacific Energy Resources LTD
c/o Scott Winn, CRO
111 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 of the 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
J. 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