IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al., 1) Case No. 09-10785(KC)

Debtors. )

) (Jointly Administered)

) Related Docket No. 650

Hearing Date: To be scheduled by the Court Objection Deadline: October 15, 2009, at 4:00 p.m.

NOTICE OF FILING OF FIRST AMENDED APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SCHULL Y, ROBERTS, SLATTERY & MARNO, PLC AS SPECIAL OIL & GAS AND TRASACTIONAL COUNSEL TO THE DEBTORS FOR THE PERIOD MARCH 9. 2009 THROUGH MAY 31. 2009
TO: (i) United States Trustee, (ii) the Debtors; (iii) counsel to the Debtors, (iv) counsel to the Offcial Committee of Unsecured Creditors; and (v) other service paries set forth in the Interim Compensation Procedures Order entered in this case.
Schully, Roberts, Slattery & Marno, PLC ("Schully"), as special oil & gas and
transactional counsel to Pacific Energy Resources Ltd.., et al. (the "Debtors") has filed the
attached First Amended Application for Compensation and Reimbursement of Expenses of

Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to
the Debtors and Debtors in Possession,

for the Periodfrom March 9,2009 through May 31,

2009 (the "Application") with the United States Banptcy Cour for the Distrct of

Delaware,

824 Market Street, Wilmington, Delaware 19801 (the "Bankptcy Cour"). Pursuant to the

Application, Schully seeks compensation for services rendered to the Debtors in the amount of

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

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

LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.

68773-002\DOCS _DE: 151062.2

$304,050.50and reimbursement of costs incured upon the Debtors' behalf

in the amount of

$4,535.51 (the "Application").

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

with the United States Banptcy Court for the Distrct of

Delaware, Marne Midland Plaza,

824 Market Street, 3rd Floor, Wilmington, Delaware 19801 no later than October 15, 2009, at
4:00 p.m. prevailng Eastern time.

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

that they are received not later than October 15, 2009, 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, 1 ih

Floor, Wilmington, DE 19899-8705, Att: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:
liones(ipszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,

11th Floor, Los Angeles, CA 90067-4100; Attn: IraD. Kharasch, Esq.; Fax: 310-201-0760,
e-mail: ikharash(ipszilaw.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 ofthe Stars, 28th Floor, Los

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

68773-002\DOCS_DE: 151 062.2

Street, Wilmington, DE 19801; Att: James C. Cargnan, Esq., Fax: (302) 421-8390, e-mail:
icarignan~pepper1aw.com (the "Notice Parties")

A HEARNG ON THE APPLICATION shall occur at the convenience of

the

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

IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH

THIS NOTICE, THE COURT MAY GRAT THE RELIEF REQUESTED IN THE
APPLICATION WITHOUT FURTHER NOTICE OR HEARNG.
Dated: September 25, 2009 P ACHUSKI STANG ZIEHL & JONES LLP

Laur Davis Jo (DE

Ira D Kharasch CA B No.

109084

Scotta E. McFarland (DE No.4, CA Bar No. 165391)

Robert M. Saunders (CA Bar No. 226172) James E. O'Neil (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648)
919 North Market Street, 17th Floor

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

Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones~JJszi1aw.com

ikharasch~,pszilaw .com smcfar1and~,pszilaw.com rsaunders(ipszilaw.com

i oneill(ipszi law. com
kmakowski(ipszi law .com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: 151 062.2

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et at.,I) Case No. 09-10785(KC)

Debtors. )Objection Deadline: October 15, 2009 at 4:00 p.m.

) (Jointly Administered)
Hearing Date: To be scheduled

FIRST AMENDED APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SCHULL Y, ROBERTS, SLATTERY & MANO, PLC., AS SPECIAL OIL & GAS AND TRASACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MAY 31.2009

Name of Applicant:

Schully, Roberts, Slattery & Marno, PLC

Debtors and debtors in possession
Nunc Pro Tunc to March 9, 2009 by order
entered on April

Authorized to Provide Professional

Services to:
Date of Retention:

15, 2009

Period for which Compensation and

Reimbursement is Sought:

March 9, 2009 through May 31, 20092

$304,050.50
$ 4,535.51

Amount of Compensation Sought as Actual,

Reasonable and Necessary:

Amount of Expense Reimbursement Sought as

Actual, Reasonable and Necessar:

This is a:

_ monthly

-- interim

_ final application.

The total time expended for fee application preparation is approximately 3.0 hours and

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

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

LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
2 This Application may include time expended before the tie period indicated above that has not been included in

any prior application. The applicant reserves the right to include any tie expended in the tie period indicated it is not included herein. above in futue application(s) if

#153453 vI - pac energy - schully first quarterly fee application

DOCS_DE:153453.1

the corresponding compensation requested is approximately $1,000.00.

PRIOR APPLICATIONS FILED

Date Filed

Period Covered
03/09/09 - 03/31/09
04/01/09 - 04/30/09 05/01/09 - 05/31/09

Requested Fees. .

..

Requested Expenses
$1,201.20 1,026.72 2,681.41

Approved
Fees

Approved Expenses

$97,237.00 $112,923.50 $93,890.00

SRSM PROFESSIONALS

Name of Professional Individual

Position of the Applicant, Number of

Years in the Position,

Hourly

Biling
Rate

Total Hours

Total Compensation

Biled

Prior Relevant Experience, Year of Obtaining License to Practice

Anthony C. Marno
Shareholder 1996; Joined
Firm 1996; Member of LA

$450.00 $385.00 $300.00 $250.00 $225.00 $210.00 $220.00 $200.00 $200.00 $200.00

238.9

$106,245.00

Bar since 1985

Herman E. Garner Jr.

Lyn G. Wolf

Kathleen L. Doody
Emile Dreuil, III
Jefferson B.

Associate 2006; Member of LA Bar since 1976 Associate 2006; Member of LA Bar since 1987 Associate 2004; Member of LA Bar since 2003
Associate 2006, Member

544.9

$163,450.00
$4,612.50 $5,490.00
$105.00

20.5

24.4
.50
18

Goldman
Joan S. Seelman

LA Bar since 2005 Associate 2006; Member of LA Bar since 2006

of

Paralegal Paralegal

$3,960.00

Diane Castle
Susan A. Hymel

77.40 44.50
1.3

Legal Assistant

$15,480.00 $8 900.00 $260.00

Grand Total: $304,050.50 Total Hours: 970.40

Blended Rate: $313.32

#153453 vI - pac energy - schully first quarterly fee application2

DOCS_DE:153453.1

COMPENSATION BY CATEGORY

ProJect Cate20ries
Asser Disposition

..

Total Hours
154.7 335.0
140.1 241.1 13.8

Total Fees
55,225.00 120,584.50 63,158.00 42,994.00 4,120.00

Banptcy Litigation
Business Operations

Claims Admin/Objections
Compensation of Professionals /Fees

Applications
1

EXPENSE SUMMAY
Expense Category
Delivery/Courier Service

Total

Exenses
Legal Research Reproduction Expense

WESTLAW,PACER

373.62 997.77 1,963.76

3 SRSM may use one or more service providers. The service providers identified herein below are the priry
service providers for the categories described.

#153453 vI - pac energy - schully first quarterly fee application

DOCS_DE:153453.1

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ) Chapter 11
)

PACIFIC ENERGY RESOURCES LTD., et al.,I) Case No. 09-10785(KJC)

Debtors. )Objection Deadline: October 15, 2009 at 4:00 p.m.

) (Jointly Administered)
Hearing Date: To be scheduled

FIRST AMENDED APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SCHULL Y, ROBERTS, SLATTERY & MANO, PLC., AS SPECIAL OIL & GAS AND TRASACTIONAL COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MACH 9. 2009 THROUGH MAY 31. 2009

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Banptcy
Code"), Rule 2016 of the Federal Rules of

Banptcy Procedure (collectively, the "Banptcy

Rules"), and the Cour's "Administrative Order Under 11 U.S.C 105(A) and 331 Establishing

Procedures for Interim Compensation and Expense Reimbursement of Professionals and

Committee Members," signed on April

15, 2009 (the "Administrative Order"), Schully, Roberts,

Slattery & Marino, PLC ("SRSM" or the "Firm"), special oil & gas and transactional counsel to

the debtors and debtors in possession ("Debtor"), hereby submits its First Quarerly Application

for Compensation and for Reimbursement of Expenses for the Period from March 9, 2009
through May 31, 2009 (the "Application").

By this Application SRSM seeks a quarerly interim allowance of compensation in the

amount of

$304,050.50 and actual and necessary expenses in the amount of$4,535.51 for a total

allowance of $308,586.01 for the period March 9, 2009 through May 31, 2009 (the "Interim
the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,
1 The Debtors in these cases, along with the last four digits of each of

LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.

#153453 vI - pac energy - schully first quarterly fee application

DOCS_DE:153453.1

Period"). In support of

this Application, SRSM respectfully represents as follows:

Back2round
1. On March 9, 2009, (the "Petition Date"), the Debtors filed voluntar petitions for

relief under chapter 11 of the Bankruptcy Code. The Debtors continue in possession of their
properties and continue to operate and manage their businesses as debtors in possession pursuant
to sections 1107(a) and 1108 of

the Banptcy Code. A trustee or examiner has been appointed

in the Debtors' chapter 11 cases.

2. The Cour has jursdiction 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 April 15, 2009, the Court signed the Amended 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 Debtor is authorized to pay the Professional eighty percent (80%) of the

requested fees and one hundred percent (100%) of the requested expenses. Beginnng with the
period ending May 31,2009, and continuing at three-month intervals, each Professional shall fie

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 SRSM, as special oil & gas and transactional counsel to the

Debtor, was approved effective as ofthe Petition Date by this Cour's "Order Pursuant to Section

327(a) of the Banptcy Code, Rule 2014 of the Federal Rules of Banptcy Procedure and

#153453 vI - pac energy - schully first quarterly fee application2

DOCS_DE:153453.1

Local Rule 2014-1 Authorizing the Employment and Retention of Schully, Roberts, Slattery &

Marno, PLC as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the

Petition Date," entered on April 15, 2009 (the "Retention Order"). The Retention Order
authorized SRSM to be compensated on an hourly basis and to be reimbursed for actual and
necessary out-of-pocket expenses.

#153453 vI - pac energy - schully first quarterly fee application3

DOCS_DE:

153453.1

Monthlv Fee Applications Covered Herein

5. The Monthly Fee Applications for the periods March 9, 2009 through May 31,

2009 of SRSM have been fied and served pursuant to the Administrative Order.

6. On July 3, 2009, SRSM fied its First Monthly Application of Schully, Roberts,

Slattery & Marino, PLC for Compensation and for Reimbursement of Expenses as Counsel to

the Debtors and Debtors in Possession for the Period from March 9, 2009 through March 31,

2009 ("First Monthly Fee Application") requesting $88,261.73 in fees and $1,201.20 in
expenses. These Numbers are in error. Reconciliation of statements prepared by Debtors'

accountants pointed to this discrepancy and Debtors requested that SRSM amend and refile its

quarerly report. The correct figures for the Period from March 9, 2009 to March 31, 2009

are compensation in the amount of $97,237.00 and actual and necessary expenses of
$1201.20.
7. Pursuant to the Administrative Order, SRSM has been paid $67,439.59 of the

$88,261.73 in fees and $1,201.20 of the expenses requested in the First Monthly Fee

Application.

8. On July 10, 2009, SRSM filed its Second Monthly Application of Schully,
Roberts, Slattery & Marino, PLC for Compensation and for Reimbursement of Expenses as
Counsel to the Debtors and Debtors in Possession for the Period from April 1, 2009 through
April

30, 2009 ("Second Monthly Fee Application") requesting $103,653.50 in fees and $787.22

in expenses. These Numbers are in error. Reconciliation of statements prepared by Debtors'

accountants pointed to this discrepancy and Debtors requested that SRSM amend and refile its
quarterly report. The correct figures for the Period from April

1, 2009 to April 30, 2009 are

compensation in the amount of $112,923.50 and actual and necessary expenses of $1,026.72.

#153453 vI - pac energy - schully first quarterly fee application4

DOCS_DE:153453.1

9. Pursuant to the Administrative Order, SRSM has been paid $77,812.70 of the

$112,923.50 in fees and $1,026.72 of the expenses requested in the Second Monthly Fee
Application.

10. On July 10, 2009, SRSM filed its Third Monthly Application ofSchully, Roberts,

Slattery & Marino, PLC for Compensation and for Reimbursement of Expenses as Counsel to
the Debtors and Debtors in Possession for the Period from May 1, 2009 through May 31, 2009

("Third Monthly Fee Application") requesting $95,177.00 in fees and $1,107.23 in expenses.

These Numbers are in error. Reconciliation of statements prepared by Debtors' accountants

pointed to this discrepancy and Debtors requested that SRSM amend and refie its quarerly

report. The correct figures for the Period from May 1, 2009 to May 31, 2009 are
compensation in the amount of $93,890.00 and actual and necessary expenses of $2,681.41.
11. Pursuant to the Administrative Order, SRSM has been paid $77,248.83 of the

$93,890.00 II fees nor $2,681.41 of the expenses requested in the Third Monthly Fee

Application.
12. The Monthly Fee Applications covered by this Application contain detailed daily

time logs describing the actual and necessary services provided by SRSM durng the Interim
Period as well as other detailed information required to be included in fee applications.

Reauested Relief
13. By this Application, SRSM requests that the Cour approve payment of onehundred percent (100%) of

the fees and expenses incured by SRSM durng the Interim Period of

March 9, 2009 through May 31, 2009.

14. At all relevant times, SRSM has been a disinterested person as that term is
defined in 101(14) of

the Bankptcy Code and has not represented or held an interest adverse

#153453 vI - pac energy - schully first quarterly fee application DOCS_DE:

153453.1

to the interest of the Debtors.

15. All services for which compensation is requested by SRSM were performed for or

on behalf of

the Debtors and not on behalf of any committee, creditor or other person.
16. SRSM 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 SRSM and any other person other than the parners of SRSM for the
sharng of compensation to be received for services rendered in this case. SRSM has received

payments from the Debtors durng the year prior to the Petition Date in the amount of $-0-,
including the Debtors' aggregate fiing fees for these cases, in connection with its prepetition

representation of the Debtors. SRSM was current as of the Petition Date, subject to a final
reconciliation of the amount actually expended prepetition. Upon final reconciliation of the
amount actually expended prepetition, any balance remaining from the prepetition payments to
SRSM was credited to the Debtors and utilized as SRSM's retainer to apply to postpetition fees
and expenses pursuant to the compensation procedures approved by this Cour and the

Banptcy Code.
17. The professional services and related expenses for which SRSM requests interim

allowance of compensation and reimbursement of expenses were rendered and incured in

connection with this case in the discharge of SRSM's professional responsibilities as attorneys
for the Debtors in their chapter 11 case. SRSM's services have been necessar and beneficial to

the Debtors and their estate, creditors and other parties in interest.
18. In accordance with the factors enumerated in section 330 of

the Banptcy Code,

it is respectfully submitted that the amount requested by SRSM is fair and reasonable given

#153453 vI - pac energy - schully first quarterly fee application

DOCS_DE:153453.1

(a) the complexity of the case, (b) the tie expended, (c) the natue and extent of the services
rendered, (d) the value of such services, and ( e) the costs of comparable services other than in a case under the Banptcy Code. Moreover, SRSM ha reviewed the requirements of DeL.
Ban. LR 2016-2 and the Admstrative Order and believes that ths Application complies with
such Rule and Order.

19. WHEREFORE, SRSM respectfly requests tht the Cour enter an order, in the

form attached hereto, providing that an interi allowance be made to SRSM for the period frm
March 9,2009 though May 31, 2009 in the sum of

$304,050.50, as compensation for necessar

professional services rendered, and the sum of $4,535.51, for reimburement of actu necessar

costs and expenses, for a tota of $308,586.01; that the Debtors be authorized and directed to pay

to SRSM the outstadig amount of such sum; and for such other and fuer relief as may be
just and proper.

Dated: -September 2~009

Schu11y, Robert, Slattery & Maro, PLC

Counel for the Debtors and Debtors in Possession

VERIFICATION

STA1E OF LOUISIANA

PARSH OF ORLAN
Anthony C Mao, after being duly sworn accordig to law, deposes and says:
I am a shareholder of the applicant law fir Schuly; Robert, Slattery & Mao ("the "Fir").
a) I am thoroug fam

wi the woik peonnd on beha of the

Debtors by the lawyrs and parprofessional of SRSM

b) I have reviewed the foregoing Applicaton and the facts set fort therein

ar tre and correct to the best of my knowledge, Inonntion and belief. Moreover, I have
red Del Ban. LR2016-2 and th Adtrtie Orr entered on or abut Apri

15, 2r.,

and submit that the Application substatiy complies with such Rule and Order.

~~ ~MAO

IN THE UNITED STATES BANUPTCY COURT

In re: )

FOR THE DISTRICT OF DELAWAR

Chapter 11

) )

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

Debtors. )

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

ORDER GRANTING FIRST QUARTERLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF SCHULL Y, ROBERTS, SLATTERY & MANO, PLC, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM MARCH 9. 2009 THROUGH MAY 31. 2009
Schully, Roberts, Slattery & Marino, PLC ("SRSM"), as counsel for the Debtor in the

above-captioned case, fied a First Quarerly application for allowance of compensation and

reimbursement of expenses for March 9, 2009 through May 31, 2009 (the "First Quarerly
Application"). The Cour has reviewed the First Quarerly Application and finds that: (a) the
Cour has jursdiction over this matter pursuant to 28 U.S.c. 157 and 1334; (b) notice of

the

First Quarerly Application, and any hearing on the First Quarerly Application, was adequate
under the circumstances; and (c) all persons with standing have been afforded the opportunty to
be heard on the First Quarterly Application. Accordingly, it is hereby

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

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

LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.

#153453 vI - pac energy - schully first quarterly fee application

DOCS_DE:153453.1

ORDERED that the First Quarerly Application is GRATED, on an interim basis.

Debtors in the above cases shall pay to SRSM the sum of$4,535.51, for reimbursement of

actual

necessary costs and expenses, $304,050.50 as compensation for necessary professional services

rendered, for a total of $308,586.01 for services rendered and disbursements incured by SRSM
for the period March 9, 2009 through May 31, 2009.

Dated:

The Honorable Kevin J. Carey

Chief

United States Banptcy Judge

DOCS_DE:

153453.1

IN THE UNITED STATES BANUPTCY COURT

In re: )
list in the maner indicated:

FOR THE DISTRICT OF DELAWAR

Chapter 11

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

Debtors. ))

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

CERTIFICATE OF SERVICE
I, Kathleen P. Makowski, hereby certify that on the 25th day of

September 2009, I

caused a copy of the following document to be served on the individuals on the attached service

Notice of Filng of First Amended Application for Compensation and Reimbursement of Expenses of Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through May 31,2009

First Amended Application for Compensation and Reimbursement of Expenses of Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through May 31, 2009

Order Granting First Amended Application for Compensation and Reimbursement of Expenses of Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through May 31,2009

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

the Debtors' federal identifi tion

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific rgy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.

68773-002\DOCS _DE: 148593.2

Pacifc Energy Resources Ltd.

Hand Delivery
(Counsel to Official Committee of

Fee App Service List

Case No. 09-10785
Document No. 147432

Unsecured

03 - Hand Delivery
06 - First Class Mail

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

01 - Interoffice Pouch

1313 Market Street Wilmington, DE 19899

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

First Class Mail (Debtors)

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

Long Beach, CA 90802

Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10 i 00 Santa Monica Blvd., 11 th Floor

First Class Mail (Debtors)

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

New York, NY 10026

(via First Class Mail) (The Fee Auditor) Waren H. Smith Warren H. Smith & Associates, P.C.
Republic Center

Los Angeles, CA 90067

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

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

Wilmington, DE 1980 i
Hand Delivery (Copy Service)
Parcels, Inc.

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

First Class Mail

(Counsel to Official Committee of

Unsecured

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

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Filiberto Agusti, Esquire

Steven Reed, Esquire

Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067
68773-00 I \DOCS_DE: 147432.1

IN THE UNTED STATES BANUPTCY COURT

In re: )
list in the maner indicated:

FOR THE DISTRICT OF DELAWAR

Chapter 11

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

Debtors. ))

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

CERTIFICATE OF SERVICE
I, Kathleen P. Makowski, hereby certify that on the 25th day of September 2009, I

caused a copy of the following document to be served on the individuals on the attached service

Notice of Filng of First Amended Application for Compensation and Reimbursement of Expenses of Schully, Roberts, Slattery & Marino, PLC, as Special Oil & Gas and Transactional Counsel to the Debtors and Debtors in Possession, for the Period from March 9, 2009 through May 31,2009

1 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification
number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operatig 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.

68773-002\DOCS _DE: 148593.2

Pacifc Energy Resources Ltd.

2002 Service List Case No. 09-10785

Document No. 145745

14 - Hand Delivery
43 - First Class Mail 02 - FOREIGN First Class Mail

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

Wilmington, DE 19801
Hand Delivery (Counsel for Silver Point Finance) Ian S. Fredericks, Esquire
Skadden Ars, Slate, Meagher & Flom LLP

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

One Rodney Square P.O. Box 636 Wilmington, DE 19899

Hand Delivery (Counsel for J. Aron & Company) Don A. Beskrone, Esquire Amanda M. Winfree, Esquire Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor

Interoffice Pouch to Los Angeles

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

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

Los Angeles, CA 90067

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

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

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

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

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

Wilmington, DE 19801

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

Hand Delivery

(Counsel for Amadon Limited and

Catherwood Limited) Mark E. Felger, Esquire Cozen 0' Connor 1201 N. Market Street, Suite 1400 Wilmington, DE 19801
Hand Delivery (Counsel for Forest Oil Corporation)
Robert J. Dehney, Esquire
Curis S. Miler, Esquire

One Commerce Center 1201 N. Orange St., th Floor Wilmington, DE 19801

Hand Delivery
(Official Committee of

Unsecured

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

Morris Nichols Arsht & Tunell LLP 1201 N. Market Street Wilmington, DE 19899

1313 Market Street Wilmington, DE 19899

First Class Mail

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

Hand Delivery (Counsel for Marathon Oil Company) Kevin J. Mangan, Esquire Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Hand Delivery (Counsel for Cook Inlet Region, Inc.) Eric Lopez Schnabel, Esquire Dorsey & Whitney (Delaware) LLP
1105 North Market Street, Suite 16th Floor

First Class Mail

Secretary of State Division of Corporations
Franchise Tax

P.O. Box 7040 Dover, DE 19903

Wilmington, DE 19801

First Class Mail

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

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

First Class Mail

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

First Class Mail

Attn: Insolvency

First Class Mail

Chevron Oil Company
Attn: Steven Lastraps

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

3800 Centerpoint Drive, Suite 100 Anchorage, AK 99503

First Class Mail First Class Mail

Internal Revenue Service P.O. Box 21126 Philadelphia, P A 19114-0326 California Franchise Tax Board
Banptcy, BE MSA 345

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

First Class Mail

Attn: Insolvency Internal Revenue Service 1352 Marows Road, 2nd Floor
Newark, DE 19711-5445

First Class Mail

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

First Class Mail

First Class Mail

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

SWEPI LP

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

First Class Mail

Noble Energy, Inc.

100 Glenborough, Suite 100 Houston, TX 77067

First Class Mail

Michael A. Berman, Esq. Securities & Exchange Commission Office of General Counsel-Banptcy 100 F Street, N.E. Washington, DC 20549

First Class Mail

(Counsel to Silver Point Finance) Seth Jacobs, Esquire

Ana Meresidis, Esquire

Skadden, Arps, Slate, Meagher & Florn, LLP 155 N. Wacker Drive, Suite 2700 Chicago, IL 60606-1720

First Class Mail

Matthew Berry, Esquire Office of General Counsel Federal Communications Commission
445 iih Street, S.W.

First Class Mail

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

Washington, DC 20554

First Class Mail

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

First Class Mail (Counsel to Goldman Sachs and lAron &

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

First Class Mail (Counsel to United States Deparment of

Interior, including the Minerals
Management Service)

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

First Class Mail

Linda Lautigar Banuptcy Coordinator MMS / Denver Federal Center POBox 25165 Mail Stop 370B2 Denver, CO 80225

First Class Mail

(Counsel for Westchester Fire Insurance Company) Robert McL. Boote, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103

First Class Mail

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

First Class Mail

(Counsel for Rosecrans Energy, Ltd. And Sherwin D. Yoelin) John J. Harris, Esquire Rachel M. Feiertag, Esquire Meyers, Nave, Riback, Silver & Wilson 333 South Grand Avenue, Suite 1670 Los Angeles, CA 90071

First Class Mail

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

First Class Mail

First Class Mail
Goldman Sachs E&P Capital Attn: Matthew C. Tarer 1000 Louisiana, Suite 550 Houston, Texas 77002
(Counsel for Oxy Long Beach Inc.) Richard M. Kremen, Esquire Jodie E. Buchman, Esquire DLA Piper LLP (US) 6225 Smith Avenue
Baltimore,MD 21209

First Class Mail

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

First Class Mail

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

Greenwich, CT 06830

First Class Mail

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

First Class Mail

Unsecured Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, PA 19103
(Official Committee of

First Class Mail

(Counsel for DCFS Trust subservicer for
DCFS Trust)
Marin A. Mooney, Esquire

Deily, Mooney & Glastetter, LLP 8 Thurlow Terrace Albany, NY 12203

First Class Mail

First Class Mail

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

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

Los Angeles, CA 90071

First Class Mail

(Claims representative for the County of Kern)

Attn: Banptcy Division

First Class Mail
(Official Committee of

Unsecured

Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067

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

First Class Mail

Aurora Gas LLC 6051 North Course Drive, Suite 200 Houston, TX 77043

First Class Mail

First Class Mail

(Counsel for Cook Inlet Region, Inc.) Michael R. Mils,. Esquire Dorsey & Whitney LLP
1031 W. 4th Ave., Suite 600

Anchorage, AK 99501

First Class Mail

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

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

First Class Mail

(Counsel for Minerals Management Service) DeAn L. Owen, Esquire Office ofthe Solicitor, Rocky Mountain Region
755 Parfet Street, Suite 151

Lakewood, CO 80215

First Class Mail (Counsel for Amadon Limited and

Catherwood Limited) Philip M. Abelson, Esquire Dewey & Leboeuf LLP
1301 Avenue of

the Americas

New York, NY 10019

First Class Mail

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

New York, NY 10103

FOREIGN First Class Mail

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

FOREIGN First Class Mail

(Transfer Agents)
Bernadette Vilarica

Relationship Manager, Client Services

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

Vancouver, BC V6C 3B9