IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: Chapter 1 1

Debtors.

)

)

)

)

)

Case No. 09-10785(KJC)(J oindy Administered)

PACIFIC ENERGY RESOURCES LTD., el al., i

Deadline for Objections: April 24, 2009 at 4:00 p.m. prevailng Eastern timeHearing Date: May 1,2009 at 1 :00 p.m. prevailng Eastern time

APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS 105(a), 327(c), 328,AND 330 OF THE BANKRUPTCY CODE FOR AN ORDER AUTHORIZING THE

DEBTORS TO RETAIN, EMPLOY, AND COMPENSATE RUTAN & TUCKER, LLPAS SPECIAL CORPORATE AND LITIGATION COUNSEL

The above-captioned debtors and debtors in possession (the "Debtors") move the Court

for entry of an order authorizing the Debtors to employ and compensate the law firm of Rutan &

Tucker, LLP ("Rutan") as special corporate and litigation counsel (the "Application"). In

support of this Application, the Debtors respectfully state as follows:

Jurisdiction

1. This Court has jurisdiction over the Application pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding pursuant to 28 V.S.C. § 157(b)(2). Venue is proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief sought herein are sections 1 05(a), 327(e), 328,

and 330 oftite 11 of the United States Code (the "Bankuptcy Code").

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy AlaskaHoldings, LLC (tax 1.0. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC(702 I); San Pedro Bay Pipeline Company (\234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). Themailing address for all ofthe Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

-1 -

Backe-round

3. On March 9, 2009 (the "Petition Date"), the Debtors commenced these cases by

filing voluntary petitions for relief under chapter II of the Bankruptcy Code.

4. The Debtors have continued in the possession of their property and have

continued to operate and manage their business as debtors in possession pursuant to

sections 1 107(a) and 1108 of the Bankuptcy Code.

5. No trustee or examiner has been appointed in any of the Debtors' chapter 11

cases. On March i 9,2009, the United States Trustee appointed the Official Committee of

Unsecured Creditors.

6. The factual background relating to the Debtors' commencement of these chapter

1 i cases is set forth in detail in the Affdavit o/Gerry Tywon;uk, CMe/ F;nancial Officer o/ihe

Debiors, ;n Support orF;rsl Day Molions fied on March 9,2009 IDocket No.2), which is

incorporated herein by reference.

7. By this Application, the Debtors seek entry of an order pursuant to sections 327(e)

and 330 of the Bankruptcy Code and Banptcy Rules 2014(a) and 2016 authorizing the

Debtors to retain and employ Rutan as special counsel to handle corporate matters, and

commence and/or assist on general litigation matters, including adversary proceedings fied in

this case.

8. Specifically, the Debtors request authority to employ and retain Rutan to render

legal services relating to corporate matters affecting the Debtors including but not limited to, key

employee retention programs, asset sales, matters affecting the board of directors, the Debtors

efforts to secure and/or restructure financing, issues related to the use of cash collateral and all

w2w

other financing matters to the extent requested by the Debtors; as well as, commencing and/or

assisting on general litigation matters including adversary proceedings which may be fied in this

case.

9. By this Application, the Debtors seek to employ and retain Rutan in a limited

capacity with respect to matters described above because of Rutan's recognized expertise and

extensive knowledge of corporate and securities' matters, as well as litigation matters, whether Ìn

or out of chapter 11 business reorganizations. In addition, as described below, because of

Rutan's prepetition employment by the Debtors, Rutan has historical knowledge of the Debtors'

companies and their corporate financing matters.

10. For the last four years, Rutan has represented the Debtors as its primary outside

legal firm with respect to all aspects of negotiation and documentation related to its complex

financing arrangements, employment matters, as well as general advice to the board of directors

and officers of the Debtors, including analysis of potential or threatened litigation. Thus, Rutan

is intimately familiar with the Debtors' complex financing and business in general, as well as

many of the legal issues that may arise in the context of these matters. Due to Rutan's

relationship with the Debtors, Rutan is both well qualified and uniquely able to represent them as

special counsel in connection with corporate and financing matters, employment issues, as well

as in connection with any general litigation matters arising out of the Debtors' business and

financing activities, in an efficient and timely manner.

11. Subject to further order of the Court, the Debtors request authority to employ and

retain Rutan to render legal services as described above and all other corporate and litigation

matters for which the Debtors may request Rutan's services, from time to time.

"-.)-

12. Rutan understands that the Debtors have retained and may retain additional

professionals during the term of the engagement and agrees to work cooperatively with such

professionals to integrate any respective work conducted by the professionals to integrate any

respective work conducted by the professionals on behalf of the Debtors. Specifically, by

separate applications, the Debtors seek to retain (a) Pachulski, Stang, Ziehl & Jones, LLP, as

general restructuring counsel in these chapter 11 cases, (b) Schully, Roberts, Slattery & Marino

as special oil and gas counsel, (c) Devlin Jensen as counsel for Pacific Energy Resources, Ltd.

("PERL") in its Canadian bankuptcy case and (d) Omni Management Group as notice, claims

and balloting agent. Rutan has assured the Debtors that it wil work closely with each of these

firms to take care not to duplicate their efforts in these chapter 1 I cases.

13. The Debtors believe that it is crucial that Rutan be retained as special counsel

given Rutan's knowledge and experience representing the Debtors with respect to corporate and

securities matters, financing and other related issues. If the Court does not authorize the Debtors'

employment and retention of Rutan in their chapter 1 I cases, the Debtors, their estates and all

parties in interest would be unduly prejudiced by the time and related expense for other counsel

to familiarize themselves with the matters described above.

14. Moreover, Rutan wil not otherwise render any services with respect to the

administration of the Debtors' chapter 1 I cases absent separate application to the Court.

15. Rutan's hourly rates are set at a level designed to fairly compensate Rutan for the

work of its attomeys and paralegals and to cover fixed and routine overhead expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with

-4-

the rates charged elsewhere. In particular, Rutan's current hourly rates for matters related to

these chapter 1 1 cases range as follows:

Biling CategoryPartnersAssociates

Range

$450 - $650$230 - $380

Paraprofessionals $120 - $260

16. The following professionals are presently expected to have primary responsibility

for providing services to the Debtors: Gregg Amber ($550), Mark Frazier ($450), Penelope

Parmes ($625), Cristy Parker ($450), Edson McClellan ($375), Garrett Sleichter ($375), Rushika

Kumararatne ($325), Shigenobu Hoh ($325), Catherine Parsons ($250), Laurie Biegel ($215)and

Rosemary White ($200). In addition, from time to time, other Rutan professionals and

paraprofessionals will provide services to the Debtors.

17. It is Rutan's policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client's case that would not have been

incurred except for representation of that particular client. It is also Rutan's policy to charge its

clients only the amount actually incurred by Rutan in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions,

airfàre, meals and lodging. In its representation of the Debtors prepetition, Rutan advanced on

behalf of the Debtor monies to pay periodic bilings received from Merril Data in connection

with setting up and maintaining a virtual room (and associated charges) regarding the sale of

assets.

18. Rutan wil apply to the Couit for payment of compensation and reimbursement of

-5-

expenses in accordance with the procedures set forth in the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and any other applicable

orders or procedures established by the Court. Rutan wil submit with its fee applications

detailed daily time entries for each individual providing services in one-tenth (.10) hour

increments, explaining the services provided as well as a categorized summary of disbursements

and expenses for which Rutan is seeking reimbursement, including costs relating to the Merrill

Data Room site.

19. Rutan further states that pursuant to Bankuptcy Rule 2016(b) it has not shared,

nor agreed to share, (a) any compensation it has received or may receive with another party or

person, other than with the partners, associates and contract attorneys associated with Rutan or

(b) any compensation another person or party has received or may receive.

20. As set forth in greater detail in the Parmes Declaration, in December 2008, the

Debtors paid $150,000 to Rutan as a classic retainer. As of the Petition Date, the Debtors owed

Rutan the sum of$15,244 for legal services rendered before the Petition Date, when taking into

account Rutan's classic retainer. The balance due in the classic retainer as of the Petition Date

was $51,969.16 which remains as a postpetition retainer.

21. To the best of the Debtors knowledge, the members, counsel and associates of

Rutan do not have any connection with or any interest adverse to the Debtors, their creditors, or

any other party in interest, including any shareholders holding 4% or more ownership interest in

the Debtors, or their respective attorneys and accountants with respect to any matters on which

Rutan is to be engaged. However, some of the attorneys at Rutan are public shareholders of

PERL, holding de minimus amount of PERL's stock. None of the attorneys at Rutan are

-6-

members of the Debtors' Board of Directors, are offcers or are otherwise in any way in control

of the Debtors.

22. The Debtors and their estates wil be well served by authorizing the retention of

Rutan because of such professional's past relationship with, and understanding of, the Debtors

and their operations. It is in the best interest of all of the parties and the creditors to avoid any

disruption in the professional services rendered by Rutan in the day-to-day operations of the

Debtors' business.

Notice

23. Notice of this Application has been given to the following paries or, in lieu

thereof, to their counsel, if known: (i) the Office of the United States Trustee; (ii) the Debtors'

pre-petition and post-petiton lenders; (iii) proposed counsel for the Official Committee of

Unsecured Creditors and (iv) those persons who have requested notice pursuant to Rule 2002 of

the Federal Rules of Bankruptcy Procedure. The Debtors submit that, in light of the nature ofthe

relief requested, no other or fui1her notice need be given.

Waiver of Memorandum of Points and Authorities

24. The Debtors respectfully request that this Court treat this Application as a written

memorandum of points and authorities or waive any requirement that this Application be

accompanied by a written memorandum of points and authorities as described in Local

Bankruptcy Rule 9013-1(G).

No Prior Request

25. No prior request for the relief sought in this Application has been made to this

Coui1 or any other couit.

-7-

WHREFORE, the Debtors respectfuly request that ths Cour enter an order,

substtially in the form attched hereto, grantig the relief requested herein and such other ant

fuer relief as ths Cour deems appropriate.

Dated: AprilS, 2009 P ACHULSKI STANG ZIEHL & JONES LLP~~Laura Davis Jones (Bar No. 2436)Ira D. Kharasch (CA BarNo. 109084)Scott E. McFarland (DE Bar No. 4184,

CA Bar No. 165391)Robert M. Saunders (CA Bar No. 226172)James E. O'Neil (Bar No. 4042)Kathleen P. Makowski (DE Bar No. 3648)919 Nort Market Street, i 7th FloorP.O. Box 8705

Wilmington, DE 19899-8705 (Courer 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400

Email: ljones~pszilaw.comikarchtIpszilaw.comsmcfarland~pszjlaw.comrsaunders~pszjlaw.comj oneil~pszjlaw.comkmakowskiêoszilaw.com

(Proposed) Counsel for the Debtors and Debtors inPossession

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ))

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

Chapter 11

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

Deadline for Objections: April 24, 2009 at 4:00 p.m. prevailng Eastern timeHearing Date: May 1, 2009 at 1:00 p.m. prevailng Eastern time

NOTICE OF APPLICATIONPURSUANT TO SECTIONS 105(A), 327, 328 AND 330 OF THE BANKRUPTCY CODEAUTHORIZING DEBTORS TO RETAIN, EMPLOY AND COMPENSATE RUTAN &

TUCKER. LLP AS SPECIAL CORPORATION AND LITIGATION COUNSEL

TO: (a) the Offce of the United States Trustee for the District of Delaware; (b) counsel to theOffcial Committee of Unsecured Creditors (c) the Debtors' pre-petition and post-petitionlenders or their counsel and (d) all parties who have requested notice pursuant toBankptcy Rule 2002

PLEASE TAKE NOTICE that on April 8, 2009, the debtors and debtors-in-

possession (collectively, the "Debtors") in the above-captioned case have fied the attached

Application Pursuant to Sections 105(A), 327, 328 And 330 of the Banptcy Code Authorizing

Debtors to Retain, Employ and Compensate Rutan & Tucker, LLP as Special Corporation and

Litigation Counsel (the "Application") with the Clerk of the United States Bankptcy Court for

the District of Delaware.

PLEASE TAKE FURTHER NOTICE that any response or objection the

Application must be fied on or before April 24, 2009 at 4:00 p.m. prevailng Eastern Time.

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

68773-001 \DOCS_DE: 1 46912.2

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

that they are received not later than April 24, 2009 at 4~00 p.m. prevailng Eastern time, by:

(1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih Floor, Wilmington, DE

19899-8705, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail: ljones(êpszjlaw.com

and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11 th Floor, Los

Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail:

ikharash(êpszjlaw.com; (b) counsel to the Lenders: Goldman Sachs (1) Bingham McCutchen,

399 Park Avenue, New York, NY 10022, Attn: Jeffrey Sabin, Esq.; Fax: 212-752-5378, e-mail:

jeffrey.sabin(êbingham.com and (2) Bingham McCutchen, One Federal Street, Boston, MA

01221-1726, Attn: Amy Kyle, Fax: 617-345-5001, e-mail: amy.kyle(êbingham.com and Silver

Point Finance: Skadden, Ars, Slate, Meagher & Flom, LLP, 333 West Wacker Drive, Chicago,

IL 60606-1285, Attn: Seth Jacobson, Esq.; Fax: 312-407-8511, e-mail:

seth.jacobson(êskadden.com and (c) the Office of the United States Trustee, J. Caleb Boggs

Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,

Attn: Joseph McMahon, Esq. and (d) counsel for the Offcial Committee of Unsecured Creditors

(the "Committee"), 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(êsteptoe.com.

A HEARNG ON THE APPLICATION WILL BE HELD BEFORE THE

HONORALE KEVIN J. CARY AT THE UNITED STATES BANKRUPTCY COURT,

824 MART STREET, FIFTH FLOOR, COURTROOM #5, WILMINGTON,

DELAWAR 19801 ON MAY 1, 2009 AT 1:00 P.M. PREVAILING EASTERN TIME.

68773-001 \DOCS_DE: 146912.2

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE

COURT MAY APPROVE THE APPLICATION WITHOUT FURTHER NOTICE OR

HEARG.

Dated: April 8, 2009 PACHULSKI STANG ZIEHL & JONES LLP

i tu~La rlDavis Jones (DE Bar No. 2436)

IrM. Kharasch (CA Bar No. 109084)

Scotta E. McFarland (DE Bar No. 4184, 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, 1 ih FloorP.O. Box 8705Wilmington, DE 19899-8705Telephone: 302/652-4100

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

ikharasch~pszilaw .comsmcfarland~pszilaw.comrsaundersê,pszi law .comi oneill~pszi law .comkmakowski~pszilaw .com

(Proposed) Counsel for Debtors and Debtors in Possession.

68773-001 \DOCS_DE: 1 46912.2

68773-001 \DOCS_DE: 1 46912.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WAREIn re: ))

PACIFIC ENERGY RESOURCES LTD., et at., i ))Debtors. )

Chapter 1 1

Case No. 09- L-(Jointly Administered)

DISCLOSURE DECLARATION OF PENELOPE PARMES IN SUPPORTOF APPLICATION OF THE DEBTORS PURSUANT TO SECTIONS io5(a)~ 3271 328,

AND 330OF THE BANKRUPTCY CODE FOR AN ORDER AUTHORIZING THE DEBTORS

TO RETAIN, EMPLOY1 AND COMPENSATli: SPECIAL COUNSEL

STATE OF CALIFORNIA )) ss:

COUNTY OF ORANGE )

I, Penelope Parmes, hereby declare that the following is tnie to the best of my

knowledge, information and belief:

I. I am a member of the law firm of Rutan & Tucker, LLP (the "Finn") which

maintains its primary offces at 611 Anton Boulevard, Suite 1400, Costa Mesa, California 92626.

2. This Declaration is submitted in connection with the Application Of The Debtors

Pursuant To Sections 105(A), 327, 328, And 330 Of The Bankrptcy Code For An Order

Authorizing The Debtors To Retain, Employ, And Compensate Special Counsel fied

contemporaneously with this Declaration.

The Debtors in these cases, along with the last four digits of each of the Debtor's federal tax identificationnumber, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy AlaskaHoldings, LLC (tax J.D. # not available); Caneros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC(7021); San Pedro Bay Pipeline Company (1234); Caneros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). Themailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA.

892/023353-00211004502.01 004/07/09 -1-

3. The Firm, through me, and other attorneys within the fimi, has represented and

advised the Debtors for the past four years as its primary counsel with respect to a broad range of

aspects of the Debtors' business, including matters relating to general corporate and securities

issues, complex financing and negotiations relating to such financing with the Debtors' lenders,

employment matters, counseling the Board of Directors, and evaluating and advising regarding

litigation and/or potential litigation claims.

4. The Debtors have requested, and the Firm has agreed, to continue to provide these

services to the Debtors pursuant to section 327 of chapter 11 of title 11 of the United States Code

(the "Bankptcy Code") with respect to such matters.

5. Rutan understands that the Debtors have retained and may retain additional

professionals during the term of the engagement and agrees to work cooperatively with such

professionals to integrate any respective work conducted by the professionals to integrate any

respective work conducted by the professionals on behalf of the Debtors. Specifically, by

separate applications, the Debtors seek to retain (a) Pachulski, Stang, Ziehl & Jones, LLP, as

general restructuring counsel in these chapter I 1 cases, and (b) Omni Management Group as

notice, claims and balloting agent. Rutan has assured the Debtors that it wil work closely with

each of these firms to take care not to duplicate their efforts in these chapter 11 cases.

6. The Debtors believe that it is crucial that Rutan be retained as special counsel

given Rutan's knowledge and experience representing the Debtors with respect to corporate and

securities matters, financing and other related issues. If the Court does not authorize the Debtors'

employment and retention of Rutan in their chapter 11 cases, the Debtors, their estates and all

89l/0233 53-00211004502.0) a04107/09 2

paities in interest would be unduly prejudiced by the time and related expense for other counsel

to familiarize themselves with the matters described above.

7. Rutan will not otherwise render any services with respect to the administration of

the Debtors' chapter i i cases absent separate application to the Court.

8. Rutan's hourly rates are set at a level designed to fairly compensate Rutan for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, Rutan's CUlTent hourly rates for matters related to

these chapter 11 cases range as follows:

Biling CategoryPai1nersAssociates

Range

$450 - $650$230 - $380

Paraprofessionals $120 - $260

9. The following professionals are presently expected to have primary responsibility

for providing services to the Debtors: Gregg Amber ($550), Mark Frazier ($450), Penelope

Parmes ($625), CrIsty Parker ($450), Edson McClellan ($375), Garrett Sleichter ($375), Rushika

Kumararatne ($325), Shigenobu Itoh ($325), Catherine Parsons ($250), Laurie Biegel ($215)and

Rosemary White ($200). In addition, from tIme to time, other Rutan professionals and

paraprofessionals wil provide services to the Debtors.

i O. It is Rutan's policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client's case that would not have been

incUlTed except for representation of that particular client. It is also Rutan's policy to charge its

892/023353-0D21f004502.01 a04/07/09 3

clients only the amount actually incurred by Rutan in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions,

airfare, meals and lodging. In its representation of the Debtors prepetition, Rutan advanced on

behalf of the Debtor monies to pay periodic bilings received from Merrll Data in connection

with setting up and maintaining a virtual room (and associated charges) regarding the sale of

assets.

1 1. Rutan wil apply to the Court for payment of compensation and reimbursement of

expenses in accordance with the procedures set forth in the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines and any other applicable

orders or procedures established by the Court. Rutan wil submit with its fee applications

detailed daily time entries for each individual providing services in one-tenth (.10) hour

increments, explaining the services provided as well as a categorized summary of disbursements

and expenses for which Rutan is seeking reimbursement.

12. Rutan further states that pursuant to Banruptcy Rule 2016(b) it has not shared,

nor agreed to share, (a) any compensation it has received or may receive with another pary or

person, other than with the partners, associates and contract attorneys associated with Rutan or

(b) any compensation another person or party has received or may receive.

13. In December 2008, the Debtors paid $150,000 to Rutan as a classic retainer. As

of the Petition Date, the Debtors owed Rutan the sum of $ 1 5,244 for legal services rendered

before the Petition Date, when taking into account Rutan's classic retainer. The balance due in

892/023353-0021'1004502.01 a04107/09 4

the classic retainer as of the Petition Date was $51,969.16 which remains as a postpetition

retainer.

14. To the best of my knowledge, formed after due inquiry, the members, counsel and

associates of Rutan do not have any connection with or any interest adverse to the Debtors,

including any shareholders holding 4% or more ownership interest in the Debtors, their creditors,

or any other party in interest, or their respecti ve attorneys and accountants with respect to any

matters on which Rutan is to be engaged. However, some of the attorneys at Rutan are public

shareholders of the Debtors, holding de minimus stock ownership interests of the Debtors'. None

of the attorneys at Rutan are members of the Debtors' Board of Directors, are offcers or are

otherwise in any way in control of the Debtors.

15. To the best of my knowledge, formed after due inquiry, neither I, the Finn, nor

any employee thereof has any connection with the Debtors or currently represents any of their

creditors, other parties-in-interest, the Office of the United States Trustee or any person

employed by the Offce of the United States Trustee with respect to the matters upon which it is

to be engaged, and the Firm does not, by reason of any direct or indirect relationship to,

connection with, or interest in the Debtors, hold or represent any interest adverse to the Debtors,

their estates or any class of creditors or equity interest holders, except as described above.

16. Thus, I believe that the Firm's representation of such entities in matters entirely

unrela1eu 10 the Debtors is not aùverse to the Debtors' interests, or the interests of their creditors

or estates in respect of the matters for which the Firm wil be engaged, nor wil such services

impair the Firm's abilty to represent the Debtors in the ordinary course in these Chapter 11

Cases.

392102DSJ-OOi i"i 004S02.0 J a04/07/09 5

17. In addition, although unascertainable at this time after due inquiry, due to the

magnitude of the Debtors' potential universe of creditors -and the Firm's clients, the Firm may

have in the past represented, currently represent, and may in the future represent entities that are

claimants of the Debtors in matters entirely unrelated to the Debtors and their estates. The Firm

does not and wil not represent any such entity in connection with these pending Chapter 1 1

Cases and does not have any relationship with any such entity, attorneys or accountants that

would be adverse to the Debtors or their estates.

18. In light of the foregoing, I believe that the Firm does not hold or represent any

interest materially adverse to the Debtors, their estates, creditors, or equity interest holders, as

identified to the Firm, with respect to the matters in which the firm wil be engaged.

The foregoing constitutes the statement of the Firm pursuant to sections 329 and 504 of

the Bankniptcy Code and Federal Rules of Bankruptcy Procedure 2014 and 2016(b).

foregoing is tnie and correct.

I declare under penalty of perjury under the laws of the United States of America that the

)~~/ --Pene ope Parmes

891/0233 S3.()111004502.01 aO'I/07/09 6

State of California ))

County of ordfv.Q )

On~,beforeme, Jan-J+ Lee , Notary Public,here insert name and title of the oflcer)

personally appeared tene~ ~a(cYes ,who proved to me on the basis of

satisfactory evidence to be the personc¡ whose name,Ø) is/af subscribed to the within

instrument, and acknowledged to me that llhe/t~ executed the same in ~/her/4e

authorized capacity~, and that by ff/her/t~ signature(~ on the instrument the person~, or

the entity upon behal f of which the person(l acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that

the foregoing paragraph is true and correct.

WITNESS my hand and offcial seaL.

~~ JANET LEE

. Commiito iJ 181l0~ - -t. Notlry Public. Caor:z OraOt Count .J ~ ~ ~ _ .. ..Mi ~~. ~1~I_O~t ~.,!,,!l

(seal)

S92/023353-O211004502.0 I a04/07/09 7

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re: ))

PACIFIC ENERGY RESOURCES LTD., et aI., 1 ))Debtors. )

Chapter 11

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

ORDER GRANTING DEBTORS' APPLICATION PURSUANT TO SECTIONS 105(A),327,328 AND 330 OF THE BANKRUPTCY CODE AUTHORIZING DEBTORS TORETAIN, EMPLOY AND COMPENSATE RUTAN & TUCKER, LLP AS SPECIAL

CORPORATION AND LITIGATION COUNSEL

Upon the application (the "Application,,)2 of the above-captioned debtors and

debtors in possession (the "Debtors"), seeking authorization to retain, employ and compensate

Rutan & Tucker, LLP as special corporation counsel; and the Cour being satisfied, based on the

representations made in the Application and the Disclosure Declaration of Penelope Parmes in

Support of the Application, that Rutan holds no interest adverse to the Debtors or the Debtors'

estates with respect to the matters upon which it is to be engaged, and is disinterested as that

term is defined under section 101(14) ofthe Bankptcy Code, as modified by section 1107(b) of

the Banptcy Code, and that the employment of Rutan is necessary and in the best interests of

the Debtors and the Debtors' estates; and it appearing that the Court has jurisdiction to consider

the Application; and it appearing that due notice of the Application has been given and no fuher

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification

number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy AlaskaHoldings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC(7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). Themailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.2 Capitalized term, unless otherwise defined herein, shall have the meanings ascribed to them in the

Application.

68773-002\DOCS _DE: 1 46923. 1

notice need be given; and upon the proceedings before the Cour; and after due deliberation and

good and sufficient cause appearng; it is

ORDERED that the Application is granted; and it is fuher

ORDERED that pursuant to section 327(a) of the Banptcy Code, the Debtors

are authorized to employ and retain Rutan as special corporate and litigation counsel, effective

nunc pro tunc to the Petition Date, on the terms set forth in the Application; and it is fuher

ORDERED that the Rutan shall fie applications and be compensated in

accordance with sections 328, 330 and 331 of the Banptcy Code, the Bankptcy Rules, the

Local Rules, and such other procedures as may be fixed by order of this Court; and it is further

ORDERED that nothing in this Order shall be deemed to affect any and all rights

that the Official Committee of Unsecured Creditors or any party-in-interest may have to seek

avoidance, pursuant to Chapter 5 of the Banptcy Code, of any prepetition payments made by

the Debtors to Rutan, and all such rights are hereby expressly preserved.

Dated: ,2009

The Honorable Kevin J. CareyChief United States Bankptcy Judge

68773-002\DOCS _DE: 1 46923.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: ))

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

Chapter 11

Case No. 09- 10785 (KJC)

(Jointly Administered)

CERTIFICATE OF SERVICE

I, James E. O'Neil, Esquire, hereby certify that on the 8th day of April 2009, I

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

list in the maner indicated:

NOTICE OF APPLICATION PURSUANT TO SECTIONS 105(A), 327, 328 AND330 OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TORETAIN, EMPLOY AND COMPENSATE RUTAN & TUCKER, LLP ASSPECIAL CORPORATION AND LITIGATION COUNSEL;

APPLICATION OF DEBTORS PURSUANT TO SECTIONS 105(A), 327, 328 AND330 OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TORETAIN, EMPLOY AND COMPENSATE RUTAN & TUCKER, LLP ASSPECIAL CORPORATION AND LITIGATION COUNSEL;

(PROPOSED) ORDER AUTHORIZING THE RETENTION OF COMPENSATERUTAN & TUCKER, LLP AS SPECIAL CORPORATION AND LITIGATIONCOUNSEL

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identificationnumber, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy AlaskaHoldings, 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). Themailing address for all of the Debtors is ILL W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

68773-001 \DOCS_DE: 146924.3

Pacifc Energy Resources Ltd.

2002 Service ListCase No. 09-10785Document No. 145745

11 - Hand Delivery35 - First Class Mail02 - FOREIGN First Class Mail

Hand Delivery(United States Attorney)Ellen W. Slights, Esq.United States Attorney's OfficeDistrict of Delaware1007 N. Orange Street, Suite 700Wilmington, DE 19801

((Proposed) Counsel for Debtors)Laura Davis Jones, EsquireJames E. O'Neil, EsquireKathleen P. Makowski, EsquirePachulski Stang Ziehl & Jones LLP919 North Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899-8705

Hand Delivery(Counsel for the Debtors and Debtors inPossession)Ian S. Fredericks, EsquireSkadden Ars, Slate, Meagher & Flom LLPOne Rodney SquareP.O. Box 636Wilmington, DE 19899

Interoffice Pouch to Los Angeles((Proposed) Counsel for Debtors)Robert M. Saunders, EsquireIra D. Kharasch, EsquireScotta E. McFarland, EsquirePachulski Stang Ziehl & Jones LLP10100 Santa Monica Blvd., 11th FloorLos Angeles, CA 90067

Hand Delivery(Counsel for J. Aron & Company)Don A. Beskrone, EsquireAmanda M. Winfree, EsquireAshby & Geddes, P.A.500 Delaware Avenue, 8th FloorWilmington, DE 19899

Hand Delivery(United States Trustee)Joseph McMahon, EsquireOffice of the United States TrusteeJ. Caleb Boggs Federal Building844 North King Street, Suite 2207Lockbox 35

Wilmington, DE 19801

Hand Delivery(Counsel for Union Oil Company ofCaliforna, a California Corporation)

Norman M. Monhait, EsquireRosenthal, Monhait & Goddess, P ACitzens Ban Center, Suite 1401919 Market Street, P.O. Box 1070Wilmington, DE 19899

Hand Delivery(Copy Service)Parcels, Inc.Vito i. DiMaio230 N. Market StreetWilmington, DE 19801

Hand Delivery(Counsel for Westchester Fire InsuranceCompany and Noble Energy Inc.)Tobey M. Daluz, EsquireJoshua E. Zugerman, EsquireBallard Spah Andrews & Ingersoll, LLP919 N. Market Street, iih FloorWilmington, DE 19801

Hand Delivery(Counsel for Oxy Long Beach Inc.)David L. Finger, EsquireFinder, Slanina Liebesman, LLCOne Commerce Center1201 N. Orange St., 7th FloorWilmington, DE 19801

Hand Delivery(Official Committee of UnsecuredCreditors)David B. Stratton, EsquireJames C. Carignan, EsquirePepper Hamilton LLPHercules Plaza, Suite 15001313 Market StreetWilmington, DE 19899

Hand Delivery(Counsel for Marathon Oil Company)Kevin J. Mangan, EsquireWomble Carlyle Sandridge & Rice, PLLC222 Delaware Avenue, Suite 1501Wilmington, DE 19801

Hand Delivery(Counsel for Cook Inlet Region, Inc.)Eric Lopez Schnabel, EsquireDorsey & Whitney (Delaware) LLP1105 North Market Street, Suite 16th FloorWilmington, DE 19801

First Class Mail(United States Attorney General)Eric H. Holder, Jr.Office of the Attorney GeneralU.S. Deparment of Justice950 Pennsylvania Avenue, N.W.Washington, DC 20530-0001

First Class MailSecretary of StateDivision of CorporationsFranchise TaxP.O. Box 7040Dover, DE 19903

First Class MailSecretary of TreasuryP.O: Box 7040Dover, DE 19903

First Class MailSecretary of Treasury15th & Pennsylvania Avenue, N.W.Washington, DC 20220

First Class Maili\ttn: Insolvency

District DirectorInternal Revenue Service31 Hopkins Plaza, Room 1150Baltimore, MD 21201

First Class MailInternal Revenue ServiceP.O. Box 21126Philadelphia, P A 19114-0326

First Class MailAttn: InsolvencyInternal Revenue Service1352 Marrows Road, 2nd FloorNewark, DE 19711-5445

First Class MailMark Schonfeld, Esq.Regional DirectorSecurities & Exchange CommissionNew York Regional Office3 World Financial Center, Suite 400New York, NY 10281-1022

First Class MailMichael A. Berman, Esq.Securities & Exchange CommissionOffice of General Counsel-Banptcy100 F Street, N .E.Washington, DC 20549

First Class MailMatthew Berry, EsquireOffice of General CounselFederal Communications Commission445 iih Street, S.W.

Washington, DC 20554

First Class Mail(Counsel to Silver Point Finance)Seth Jacobs, EsquireAna Meresidis, EsquireSkadden, Ars, Slate, Meagher & Flom,LLP333 West Wacker DriveChicago, IL 60606-1285First Class Mail

POLLARD WIRELINEP.O. Box 1360Kenai, AK 99611

First Class Mail(Counsel to Goldman Sachs and lAron &Company)Jeffrey Sabin, EsquireSteven Wilamowsky, EsquireScott K. Seamon, EsquireBingham McCutchen LLP399 Park AvenueNew York, NY 10022

First Class MailChevron Oil CompanyAttn: Steven Lastraps

3800 Centerpoint Drive, Suite 100Anchorage, AK 99503

First Class MailCalifornia Franchise Tax BoardBanptcy, BE MSA 345P.O. Box 2952Sacramento, CA 95812-2952

First Class Mail(Counsel to Goldman Sachs and lAron &Company)Amy KyleBingham McCutchen(Boston)One Federal StreetBoston, MA 01221-1726

First Class MailAera Energy LLC10000 Ming AvenueBakersfield, CA 93311-1164

First Class MailSWEPI LPP.O. Box 576Houston, TX 77001-0576

First Class Mail(Counsel for Union Oil Company ofCalifornia, a California Corporation)Cabot Christianson, EsquireChristianson & Spraker911 West 8th Avenue, Suite 201Anchorage, AK 99501First Class Mail

Noble Energy, Inc.100 Glenborough, Suite 100Houston, TX 77067

First Class MailLinda LautigarBanuptcy CoordinatorMMS / Denver Federal CenterPOBox 25 i 65 Mail Stop 370B2Denver, CO 80225

First Class MailKristina EngelbertRDI Royalty Distributors, Inc.PO Box 24116Tempe, AZ 85285

First Class MailMTGLQ Investors, L.P.85 Broad StreetNew York, New York 10004

First Class MailGoldman Sachs E&P CapitalAttn: John K. Howie1000 Louisiana, Suite 550Houston, Texas 77002

First Class MailSPCP Group, L.L.C.Two Greenwich Plaza, 1 st FloorGreenwich, CT 06830

First Class MailSeth E. Jacobson, EsquireL. Byron Vance III, EsquireSkadden, Ars, Slate, Meagher & Flom LLP333 West Wacker Drive, Suite 2100Chicago, IL 60606

First Class Mail(Counsel to United States Deparment ofInterior, including the MineralsManagement Service)E. Kathleen Shahan, EsquireU.S. Deparment of Justice1100 L Street, NWWashington, D.C. 20005

First Class Mail(Counsel for Westchester Fire InsuranceCompany)Robert McL. Boote, EsquireBallard Spahr Andrews & Ingersoll, LLP1735 Market Street, 51 st FloorPhiladelphia, P A 19103

First Class Mail(Counsel for Rosecrans Energy, Ltd. AndSherwin D. Yoelin)John J. Haris, EsquireRachel M. Feiertag, EsquireMeyers, Nave, Riback, Silver & Wilson333 South Grand Avenue, Suite 1670Los Angeles, CA 90071

First Class Mail(Counsel for Oxy Long Beach Inc.)Richard M. Kremen, EsquireJodie E. Buchman, EsquireDLA Piper LLP (US)6225 Smith AvenueBaltimore, MD 21209

First Class Mail(Counsel for Noble Energy Inc.)Rhett G. Campbell, EsquireMitchell E. Ayer, EsquireThompson & Knight LLP333 Clay Street, Suite 3300Houston, TX 770022

First Class Mail(Official Committee of UnsecuredCreditors)Francis J. Lawall, EsquirePepper Hamilton LLP3000 Two Logan SquareEighteenth & Arch StreetsPhiladelphia, PA 19103

First Class Mail(Official Committee of

UnsecuredCreditors)Filiberto Agusti, EsquireSteven Reed, EsquireJoshua Taylor, EsquireSteptoe & Johnson LLP1330 Connecticut Avenue NWWashington, DC 20036

First Class Mail(Official Committee of UnsecuredCreditors)Robbin Itkin, EsquireKatherine Piper, EsquireKelly Frazier, EsquireSteptoe & Johnson LLP2121 Avenue of the Stars, 28th FloorLos Angeles, CA 90067

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

Dorsey & Whitney LLP1031 W. 4th Ave., Suite 600Anchorage, AK 99501

FOREIGN First Class MailTSXKerry D. Krochak, B.A., LL.B.Manager, Listed Issuer ServicesToronto Stock Exchange300 Fifth Avenue SA, 10th FloorCalgary, AB T2P 3C4

FOREIGN First Class Mail(Transfer Agents)Bernadette Vilarica

Relationship Manager, Client ServicesComputershare Investor Services Inc.510 Burard Street, 3 rd FloorVancouver, BC V6C 3B9