IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors.

)
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

) )
)

Hearing Date: June 28, 2011 at 1:00 p.m. Objection Deadline: March 14, 2011, at 4:00 p.m.

NOTICE OF FILING OF FINAL FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC AS ENGINEERING CONSULTANT TO THE DEBTORS FOR THE PERIOD MARCH 9, 2009 THROUGH DECEMBER 31, 2009 TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case. Millstream Energy, LLC ("Millstream"), as engineering consultant to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Final Application for Compensation and Reimbursement of Expenses of Millstream Energy, LLC, as Engineering Consultant to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through December 31, 2009 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, Millstream seeks compensation for services rendered to

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

the Debtors in the amount of $314,131.00 and reimbursement of costs incurred upon the Debtors behalf in the amount of $8,877.03 (the "Application"). Objections or responses to the Application, if any, must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 no later than March 14, 2011, at 4:00 p.m. prevailing Eastern time. Objections or other responses to the Application, if any, must also be served so that they are received not later than March 14, 2011, 4:00 p.m., prevailing Eastern time, by (a) the Debtors, (1) Pacific Energy Resources, ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24 1h 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: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill(pszUaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 11h Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@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 for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcjgnan(pepperlaw.com (the "Notice Parties")

A HEARING ON THE APPLICATION shall occur on June 28, 2011 at 1:00 p.m. before The Honorable Kevin J. Carey, at the United States Bankruptcy Court, 824 Market Street, 5 1h Floor, Courtroom No. 5, Wilmington, Delaware. IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: February 21, 2011 PACHULSKI STANG ZIEHL & JONES LLP

/s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) ScottaE. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, i7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession.

68773 -003\DOCS_DE: 167982.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

) )

) Objection Deadline: March 14, 2011 at 4:00 p.m. Hearing Date: June 28, 2011 at 1:00 p.m.

FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC, AS ENGINEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 THROUGH DECEMBER 31, 2009 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: - monthly - interim Millstream Energy, LLC Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about May 15, 2009 March 9, 2009 through December 31, 2009 $314,131.00
$

8,877.03 x final application.

The total time expended for fee application preparation is approximately 5.5 hours and the corresponding compensation requested is approximately $1,650.00.

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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PRIOR APPLICATIONS FILED Date Filed

06/08/09 06/23/09 06/23/09 06/16/09 09/10/09 10/18/09 1/19/10 7/12/10

Period Covered
03/09/09-03/31/09 04/01/09 04/30/09 05/01/09 05/31/09 06/01/09 06/30/09 07/01/09 07/31/09 08/01/09 08/31/09 09/01/09-12/31/09 09/01/09-12/31/09
-

Requested Fees
$33,450.00 $36,750.00 $52,350.00 $49,680.00 $10,776.00 $8,775.00 $100,000.00 $20,550.00

Requested Expenses
$91.70 $823.70 $3,476.28 $2,936.13 $0.00 $1,549.22 $0.00 $0.00

Approved Fees
$33,450.00 $36,750.00 $52,350.00 $49,680.00 $10,776.00 $8,775.00 $100,000.00 $20,550.50

Approved Expenses
$91.70 $823.70 $3,476.28 $2,936.13 $0.00 $1,549.22 $0.00 $0.00

Totals

$312,331.00

8,877.03

$312,331.00

8,877.03

68773-003\DOCS_DE: 167991.2

MILLSTREAM PROFESSIONAL Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Professional Engineer; Active TX License #91254; Industry Experience 22 Years Hourly Billing Rate Total Hours Billed Total Compensation

Mark A. Clemans

$300.00

639.27

191,781.00

Name of Professional Individual

Mark A. Clemans

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Professional Engineer; Active TX License #91254; Industry Experience 22 Years

Transaction Fee

Total Compensation

100,000.00

100,000.00

Name of Professional Individual

Mark A. Clemans

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Professional Engineer; Active TX License #91254; Industry Experience 22 Years Grand Total: Total Hourly Fees: Total Transaction Fees: Total Termination Fees:

Termination Fee

Total Compensation

20,550.00

20,550.00

$312,331.00 $191,781.00 $100,000.00 $ 20,550.00

68773-003\DOCS_DE: 167991.2

COMPENSATION BY CATEGORY Project Categories Reservoir Engineering & Economic Analyses Agreement Preparation & Fee Applications Lender Weekly Update Calls Engineering related to regulatory filings Coordination of SEC &N 51-101 Reserve Reports Analyses related to marketing/sales processes Preparation & presentations for capital raises Travel with Debtors while working company matters International travel for Debtors related to capital raises Transaction Fee related to sale of assets Termination Fee Total Total Hours 187.80 43.45 9.87 15.20 173.10 16.00 124.65 29.20 40.00 na na 639.27 Total Fees $ 56,340.00 $ 13,035.00 2,961.00 $ 4,560.00 $ $ 51,930.00 4,800.00 $ $ 37,395.00 8,760.00 $ $ 12,000.00 $100,000.00 $ 20,550.00 $ 312,331.00

68773-003\DOCS_DE: 167991.2

EXPENSE SUMMARY Expense Category Mileage Parking Airfare Hotel Business Center & Internet Hotel Room & Tax Business Meals Taxi/Car Service Hotel Laundry Communications Data Acquisition Total Service Provider2 (if applicable) Personal car for travel to meetings in Houston Houston Downtown City Garages Southwest Airlines, Continental Airlines St. Regis Hotel, Beijing, PRC St. Regis Hotel, Beijing, PRC, Hyatt Place; Dallas, TX, Hyatt, Long Beach, CA Various City Cabs, Colony Limo, Obi Transportation St. Regis Hotel, Beijing, PRC Verizon Wireless IllS Energy Services Total Expenses 209.54 $ 38.00 $ $ 2,097.90 231.82 $
$ $ $ $ $ $ $

3,598.04 435.46 1,112.96 89.15 424.56 639.60 8,877.03

Millstream may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

68773-003\DOCS_DE:1 67991.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
)

Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

) )
)

Objection Deadline: March 14, 2011 at 4:00 p.m. Hearing Date: June 28, 2011 at 1:00 p.m.

FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC AS ENGINEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 THROUGH DECEMBER 31, 2009 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 Courts "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 May 15, 2009 (the "Administrative Order"), Millstream Energy, LLC ("Millstream"), engineering consultant to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Final Application for Compensation and for Reimbursement of Expenses for the Period from March 9, 2009 through December 31, 2009 (the "Application").

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-003\DOCS_DE: 167991.2

By this Application Millstream seeks a final allowance of compensation in the amount of $314,131.00 and actual and necessary expenses in the amount of $8,877.03 for a total final allowance of $323,008.034,402,546.96 and payment of the unpaid portion of such fees and costs for the period March 9, 2009 through December 31, 2009 (the "Fee Period"). In support of this Application, Millstream respectfully represents as follows: Background On March 9, 2009 (the "Petition Date"), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continued in possession of their properties and continued to operate and manage their business as debtors in possession pursuant to sections 1107(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 11 cases. A Plan of Reorganization with an Effective Date of December 23, 2010 has been confirmed in these 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 fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the

68773-003\DOCS_DE: 167991.2

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 Millstream, as engineering consultant to the Debtors, was

approved effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of Millstream as engineering consultant for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about May 15, 2009 (the "Retention Order"). The Retention Order authorized Millstream to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses, along with certain sales transaction fees, equity investments fees, and termination fees. 5. All services for which Millstream requests compensation were performed

for or on behalf of the Debtors. 6. Millstream 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 Millstream and any other person for the sharing of compensation to be received for services rendered in this case. Millstream has received payments from the Debtors during the year prior to the Petition Date in the amount of $137,850.00, in connection with the preparation of engineering reserve reports and preparation for asset sale efforts. Millstream was

68773-003\DOCS_DE: 167991.2

owed $20,550.00 as of the Petition Date for engineering consulting services but the claim for such amount was waived. MILLSTREAMS APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Monthly, Transaction, and Termination Fee Applications Covered Herein 7. The Monthly Fee Applications, Transaction Fee Application, and

Termination Fee Application for the periods March 9, 2009 through December 31, 2009 of Millstream have been filed and served pursuant to the Administrative Order. All of Millstreams Fee Applications for the periods March 9, 2009 through December 31, 2009 have been filed and served pursuant to the Administrative Order. This order was approved by the Court on May 151hi, 2009. Copies of any of the applications are available upon request to the Applicant. On June 8, 2009, Millstream filed its First Monthly Application of Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from March 9, 2009 through March 31, 2009 ("First Monthly Fee Application") requesting $33,450.00 in fees and $91.70 in expenses. Pursuant to the Administrative Order, Millstream has been paid $26,760.00 of the fees and $91.70 of the expenses requested in the First Monthly Fee Application. 9. On June 23, 2009, Millstream filed its Second Monthly Application of

Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from April 1, 2009 through April 30, 2009 ("Second Monthly Fee Application") requesting $36,750.00 in fees and $823.70 in expenses. . The Second Monthly Fee Application is pending.

68773-003\DOCS_DE: 167991.2

10.

On June 23, 2009, Millstream filed its Third Monthly Application of

Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from May 1, 2009 through May 31, 2009 ("Third Monthly Fee Application") requesting $52,350.00 in fees and $3,476.28 in expenses. The Third Monthly Fee Application is pending. 11. On July 16, 2009, Millstream filed its Fourth Monthly Application of

Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from June 1, 2009 through June 30, 2009 ("Fourth Monthly Fee Application") requesting $49,680.00 in fees and $2,936.13 in expenses. Pursuant to the Administrative Order, Millstream has been paid $39,744.00 of the fees and $2,936.13 of the expenses requested in the Fourth Monthly Fee Application. 12. On September 10, 2009, Millstream filed its Fifth Monthly Application of

Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from July 1, 2009 through July 31, 2009 ("Fifth Monthly Fee Application") requesting $10,776.00 in fees and $0.00 in expenses. Pursuant to the Administrative Order, Millstream has been paid $8,620.00 of the fees and $0.00 of the expenses requested in the Fifth Monthly Fee Application. 13. On or about October 18, 2009, Millstream filed its Sixth Monthly

Application of Millstream Energy, LLC for Compensation and for Reimbursement of Expenses as Engineering Consultant to the Debtors and Debtors in Possession for the Period from August 1, 2009 through August 31, 2009 ("Sixth Monthly Fee Application") requesting $8,775.00 in

68773-003\DOCS_DE: 167991.2

fees and $1,549.22 in expenses. Pursuant to the Administrative Order, Millstream has been paid $7,020.00 of the fees and $1549.22 of the expenses requested in the Sixth Monthly Fee Application. 14. The Monthly Fee Applications covered by this Application contains

detailed daily time logs describing the actual and necessary services provided by Millstream during the Interim Period as well as other detailed information required to be included in fee applications. 15. The Order authorizing the retention of Millstream as Consultant, Nunc Pro

tunc to the petition date also outlined certain "Sale Transaction Fees" in the event of consummated sale transactions by the Debtors for both the "Alaska Assets" and "Beta Assets". Concerning the" Alaska Assets", in December 2009 the Debtors sold their "Group 1" assets for a purchase price of $2.25 million to Cook Inlet Energy LLC. According to the Order; paragraph 2. (b), Millstream shall be paid a fee equal to 1% of the Aggregate Consideration subject to a minimum fee of $50,000 and a maximum fee of $325,000. The minimum fee of $50,000 would apply. Concerning the" Beta Assets", on December 23, 2009 the Debtors sold these assets to Rise Energy Beta, LLC and SP Beta Properties, LLC through separate credit bids of $80 million and $177.5 million respectively. According to the Order; paragraph 2. (a), Millstream shall be paid a fee equal to $50,000. The Sale Transaction Fee has been approved by the Court. [Order Entered 2/8/2010; Docket No. 1318] 16. The Order authorizing the retention of Millstream as Consultant, Nunc Pro

tunc to the petition date outlined certain "Termination Fees" upon the termination or expiration

68773-003\DOCS_DE: 167991.2

of the Consulting Agreement. According to the Order; paragraph 5., Millstream shall be paid a termination fee equal to $20,550.00 upon the termination or expiration of the Consulting Agreement. It has been concluded by the Debtors that the consulting services of Millstream are no longer required and have subsequently requested the termination of the Consulting Agreement. The Termination Fee has been approved by the Court. [Order Entered 7/12/2010; Docket No. 17501

68773-003\DOCS_DE:167991 .2

Requested Relief 17. By this Application, Millstream requests that the Court approve the final

allowance of compensation for professional services rendered and the reimbursement of actual and necessary expenses incurred by Millstream from March 9, 2009 through December 31, 2009. As stated above, the full scope of the services provided and the related expenses incurred are fully described in the monthly fee applications for the Fee Period that already have been filed with the Court. 18. At all relevant times, Millstream has been a disinterested person as that

term is defined in 101(14) of the Bankruptcy Code and has not represented or held an interest adverse to the interest of the Debtors. 19. All services for which compensation is requested by Millstream were

performed for or on behalf of the Debtors and not on behalf of the Committee, or any creditor or other person. 20. Millstream 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 Millstream and any other person for the sharing of compensation to be received for services rendered in this case. Millstream has received payments from the Debtors during the year prior to the Petition Date in the amount of $137,850.00 in connection with the preparation of engineering reserve reports and preparation for asset sales efforts. Millstream was owed $20,550.00 as of the Petition Date for engineering consulting services but the claim for such amount was waived.

68773-003\DOCSDE: 167991.2

21.

The professional services and related expenses for which Millstream

requests final allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of Millstreams professional responsibilities as engineering consultant for the Debtors in their chapter 11 cases. Millstreams services have been necessary and beneficial to the Debtors and their estate, creditors and other parties in interest.

68773-003\DOCS_DE: 167991.2

22.

In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by Millstream is fair and reasonable given (a) the complexity of the technical evaluations associated with the assets of the Debtors, (b) the time expended for the reserve report preparations and sales efforts, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services by similar firm in the upstream oil and gas industry.

68773-003\DOCS_DE:167991 .2

10

23.

WHEREFORE, Millstream respectfully requests that the Court enter an

order, substantially in the form attached hereto, providing that, for the period of March 9, 2009 through December 31, 2009, a final allowance be made to Millstream in the sum of $312,331.00 as compensation for reasonable and necessary professional services rendered to the Debtors and in the sum of $8,877.03 for reimbursement of actual and necessary costs and expenses incurred, for a total of $321,208.03 and payment of the unpaid portion of such fees and costs for the period March 9, 2009 through December 31, 2009 (the "Fee Period") Dated: February 21, 2011 MILLSTREAM ENERGY, LLC By: /s/ Mark A. Clemans Mark A. Clemans, P.E. (TX License No. 91254) Sole Owner Telephone: 281/910-0245 Engineering Consultant for Debtors and Debtors in Possession

68773-003\DOCSDE:167991.2

11

DECLARATION

I, Mark A. Clemans make this Declaration pursuant to section 1746 of title 28 of the United States Code and hereby state: a) b) I am the owner and manager of the applicant Millstream Energy, LLC. I am thoroughly familiar with the work performed on behalf of the

Debtors by Millstream.
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. 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. I declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct EXECUTED this 21st day of February, 2011

/s/ Mark A. Clemans Mark A. Clemans

68773-003\DOCSDE: 167991.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PACIFIC ENERGY RESOURCES LTD., et al., 1 Debtors.

)
)

Chapter 11 Case No. 09-10785(KJC) (Jointly Administered)

) )
)

Hearing Date: June 28, 2011 at 1:00 p.m. Objection Deadline: March 14, 2011, at 4:00 p.m.

NOTICE OF FILING OF FINAL FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC AS ENGINEERING CONSULTANT TO THE DEBTORS FOR THE PERIOD MARCH 9, 2009 THROUGH DECEMBER 31, 2009 TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Official Committee of Unsecured Creditors; and (v) other service parties set forth in the Interim Compensation Procedures Order entered in this case. Millstream Energy, LLC ("Millstream"), as engineering consultant to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the attached Final Application for Compensation and Reimbursement of Expenses of Millstream Energy, LLC, as Engineering Consultant to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through December 31, 2009 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). Pursuant to the Application, Millstream seeks compensation for services rendered to

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

the Debtors in the amount of $314,131.00 and reimbursement of costs incurred upon the Debtors behalf in the amount of $8,877.03 (the "Application"). Objections or responses to the Application, if any, must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 no later than March 14, 2011, at 4:00 p.m. prevailing Eastern time. Objections or other responses to the Application, if any, must also be served so that they are received not later than March 14, 2011, 4:00 p.m., prevailing Eastern time, by (a) the Debtors, (1) Pacific Energy Resources, ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24 1h 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: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill(pszUaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 1 11h Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq.; Fax: 310-201-0760, e-mail: ikharash@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 for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: jcjgnan(pepperlaw.com (the "Notice Parties")

A HEARING ON THE APPLICATION shall occur on June 28, 2011 at 1:00 p.m. before The Honorable Kevin J. Carey, at the United States Bankruptcy Court, 824 Market Street, 5 1h Floor, Courtroom No. 5, Wilmington, Delaware. IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: February 21, 2011 PACHULSKI STANG ZIEHL & JONES LLP

/s/ James E. ONeill Ira D. Kharasch (CA Bar No. 109084) ScottaE. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, i7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszjlaw.com kmakowski@pszjlaw.com Counsel for Debtors and Debtors in Possession.

68773 -003\DOCS_DE: 167982.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al., Debtors. )
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Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

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ORDER GRANTING FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF MILLSTREAM ENERGY, LLC AS ENGIEERING CONSULTANT TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9, 2009 THROUGH DECEMBER 31, 2009 Millstream Energy, LLC ("Millstream"), as engineering consultant for the Debtors in the above-captioned cases, filed a Final application for allowance of compensation and reimbursement of expenses for March 9, 2009 through December 31, 2009 (the "Final Application"). The Court has reviewed the Final Application and finds that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) notice of the Final Application, and any hearing on the Final Application, was adequate under the circumstances; and (c) all persons with standing have been afforded the opportunity to be heard on the Final Application. Accordingly, it is hereby ORDERED that the Final Application is GRANTED, on a final basis. Debtors in the above cases shall pay to Millstream the sum of $314,131.00 as compensation and $8,877.03 as reimbursement of expenses, for a total of $323,008.03 for services rendered and

The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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disbursements incurred by Millstream for the period March 9, 2009 through December 31, 2009, less any amounts previously paid. Dated: Kevin J. Carey Chief United States Bankruptcy Judge

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