In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et all)

)

Case No. 09-10785 (KJC)

(Jointly Administered)
Objection Deadline: July 20, 2009 ~ 4:00 p.m.
Hearing Date: TBD

Debtors. )
) )

SECOND MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MAY 1.2009 THROUGH MAY 31. 2009

To: The Notice Parties Listed on Exhibit A hereto

Name of Applicant:

Lazard Frres & Co. LLC

Debtors and Debtors-in-Possession

Authorized to Provide
Professional Services to:

Date of Retention:

May 1,2009 nunc pro tunc March 8, 2009 May 1,2009 through May 31, 2009
$100,000.00
$917.952

Period for which compensation and/or reimbursement is sought:

Amount of Compensation sought as actual, reasonable, and necessary:
Amount of Expenses sought as actual, reasonable, and necessary

Total Compensation and Expense Reimbursement Requested:

Less: Amounts Paid to Date:

$100,917.95
0.00

Net Amount of Compensation Requested:

$100,917.95
interim

This is a: -l monthly

_ final application

i The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification numbers, are: Pacific
Energy resources Lts. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (702 i );_San Pedro Bay Pipeline Company (1234); the Debtors is i i i W. Ocean Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of
Boulevard, Suite i 240, Long Beach, CA 90802.

2 Prior to the petition date, Lazard was paid $50,000 for pre-petition costs incurred but not yet processed. As of May 3 i, 2009
the unapplied balance of

the retainer is $26,141.56.

The total time expended for fee application preparation was approximately 6 hours.

Summary of

Monthly Fee and Expense Invoices for the Compensation Period:

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

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

In re: )

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

PACIFIC ENERGY RESOURCES LTD., et aiJ)

)

Case No. 09-10785 (KJC)

(Jointly Administered)
Objection Deadline: July 20, 2009 ~ 4:00 p.m.
Hearing Date: TBD

Debtors. )
)

SECOND MONTHLY APPLICATION OF LAZARD FRERES & CO. LLC, INVESTMENT BANKER AND FINANCIAL ADVISOR TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MAY 1.2009 THROUGH MAY 31. 2009
TO THE HONORABLE KEVIN J. CAREY, UNITED STATES BANKRUPTCY JUDGE:

Lazard Frres & Co. LLC, ("Lazard"), Investment Banker and Financial Advisor
to Pacific Energy Resources Ltd. ("Pacific Energy"), and certain of its subsidiaries and affiliates

(collectively, the 'Debtors") hereby submits its Second Monthly Fee Application (the
"Application") pursuant to sections 327(a) and 3238(a) of title 11 of the United States Code (the
"Banruptcy Code) and Rule 2014 and 2016 of the Federal Rules of

Bankrptcy Procedure (the

"Bankruptcy Rules") and 2014-1 of the Local Rules of Bankptcy Practice and Procedure of the

United States Banptcy Court for the District of Delaware (the "Local Rules") for an
allowance of compensation for professional services rendered and for reimbursement of actual
and necessary expenses incurred in connection with such services from May 1, 2009 through and

including May 31, 2009 (the "Compensation Period") as set forth in their engagement letter (the

3 The Debtors in these cases, along with the last four digits of each of the Debtors' federal tax identification numbers, are: Pacific Energy resources Lts. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax LD. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); the Debtors is 1 i i W. Ocean Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of Boulevard, Suite 1240, Long Beach, CA 90802.

"Second Amended Engagement Letter"), attached hereto as Exhibit B. Pursuant to the

Administrative Order of this Court dated April 8, 2009 (Docket No. 147) approving procedures

for interim compensation and reimbursement of professionals (the 'Compensation Order"),

Lazard seeks interim allowance in aggregate amount of $100,917.95 for financial advisory
services provided to the debtors. In support of this Application, Lazard respectfully represents as

follows:

BACKGROUND
1. On March 9, 2009 (the "Petition Date"), the debtors filed voluntary petitions

for relief under chapter 11 of the United States Bankptcy Code. Pursuant to sections 1107 and 1108 the Bankuptcy Code, the debtors have continued to operate their businesses and manage
their properties as debtors in possession since the Petition Date.

2. This Application is submitted pursuant to the terms of the Administrative

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses dated
April 8, 2009 (the "Administrative Order").

3. On May 1,2009, this Cour entered certain Order Pursuant to sections 327(a)

and 328(a) of title 11 of the United States Code (the "Bankptcy Code") and Rules 2014 and
2016 of the Federal Rules of

Banptcy Procedure (the "Banptcy Rules") and Rule 2014-1

of the Local Rules of Bankptcy Practice and Procedure of the United States Banptcy Cour
for the District of Delaware (the "Local Rules") authorizing the retention and employment of
Lazard Freres & Co. LLC as Investment Banker and Financial Advisor to the Debtors nunc pro
tunc to the petition date (the "Retention Order"), attached hereto as Exhibit C.

COMPENSATION REQUEST
4. Lazard seeks allowance of compensation for professional services rendered to

the Debtor during the Compensation Period in the aggregate amount of $100,000.00 and for

reimbursement of expenses incurred in connection with the rendition of such services in the
aggregate amount of $917.95, for a total award $100,917.95 (the "Total Compensation

Amount").

5. For the convenience ofthe Court and all paries in interest, attached hereto as

Exhibit D is a summar setting forth the name of each professional for whose work on these
reorganization cases compensation is sought.

SUMMARY OF SERVICES
6. The Managing Directors, Vice President and Analyst of Lazard who have
rendered professional services during the Compensation Period in these cases are as follows:

John Rutherford (Managing Director); Robert Lynd (Vice President); and James Peng (Financial
Analyst).

7. During the Compensation Period, the Debtors relied heavily on the

experience and expertise of the above-named persons in dealing with matters described in
Paragraph 8. As a result, Lazard's highly skiled restructuring professionals devoted significant

time and effort to perform properly and expeditiously the required professional services.

8. A summary of some of the services rendered by Lazard during the

Compensation Period are as follows:

a) M&A Environment - Lazard provided insight regarding the current M&A environment, including expectations regarding valuation and the timing of the sales process.
b) Asset Sale Process - Lazard contacted potential bidders and solicited nonbinding indications of

interest in the Debtors' assets. Additionally, Lazard evaluated the quality of each bid, which include the verification of each bidder's financing capabilities.
Creditors - Lazard spent significant time updating both the Secured and Unsecured creditors on the indications of interest and each bidder's qualification in becoming a Stalking Horse.

c) Meetings of

d) Meetings of Board of Directors - Lazard, in coordination with the Directors on the preliminary bids Debtors' counsel, updated the Board of received for the Debtors' assets and provided our opinion on each bidder's ability to close a transaction.
e) Sales Document Preparation - Lazard, in coordination with the Debtors'

counsel, prepared the Sales Procedures Motion and Purchase and Sale Agreement for the Debtors' assets. Additionally, Lazard and the Debtors' counsel negotiated terms of the Sales Procedures Motion and Purchase and Sale Agreement with potential stalking horse bidders

j) Due Diligence Management - Lazard, in coordination with the Debtors' management and counsel, reviewed, organized, and managed the dissemination of due diligence materials, and coordinated due diligence calls and meetings with prospective financing and acquisition counterparties.

CONCLUSION
11. It is respectfully submitted that the amount requested by Lazard is fair and

reasonable given (a) the complexity of

the issues presented, (b) the time and labor required, (c)

the skil necessary to perform the financial advisory services, (d) the preclusion of other
employment, and (e) the customary fees charged to clients in bankptcy and non-bankptcy
situations.

Compensaton Requested: Less: Amounts Paid to Date:

Tota Amount of

$100,917.95
($0.00)

Net Amount of Compensation Requested:

$100,917.95

Dated:

Junlf 2009 New York, New York

L()~llC
Ari Lefkovits Director Lazd Frres & Co. LLC 30 Rockefeller Plaza, 61st Floor New York, NY 10020 (212/632-6000)

Investment Baner and Financial Advisor to the

Debtors and Debtors-In-Possession

VERIFICATION
AR LEFKOVITS, being duly sworn, deposes and says:

1. I am a Director of Lazard Frres & Co. LLC ("Lazard"),. which maintas offces for
providing investment banng services at 30 Rockefeller Plaza, New York, New York 1 0020.

Lazard has acted as an investent baner and financial advisor to and rendered professional

services on behalf of PACIFIC ENERGY RESOURCES L Tn., et al. (the "Debtors").

2. This affidavit is submitted pursuant to Banptcy Code Rule 2016 in connection with

Lazard's application (the "Application") for Allowance of Compensation and

Reimbursement of Expenses for the time period from May 1, 2009 though and including
May 3 i, 2009 in the amount of $100,917.95.

3. All of the services for which compensation is sought by Lazd were performed for and on
behalf of the Debtors and not on behalf of any other persn.
4. No agreement or understanding exists between Lazard and any other entity for the sharg of

compensation received or to be received for services rendered in or in connection with these

cases.

9;ef~~a
Director
a of June 2009

Public
Notary Public, state of New York

JUDIT OAIANl
No.010R5066917

Qualifd In New

Commission ExIre Jan. 18, 20Jl

York County

EXHIBIT A - NOTICE PARTIES

Debtors
Pacific Energy Resources Ltd. 111 W. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 Attn: Scott Winn, CRO

Counsel for the Debtors

Pachulski, Stang Ziehl & Jones LLP 919 North Market Street, 1 ih Floor P.O. Box 8750 Wilmington, DE 19899-8705
Attn: Laura Davis Jones, Esq.

Pachulski, Stang Ziehl & Jones LLP

10100 Santa Monica Boulevard, 11 th Floor

Los Angles, CA 90067-4100 Attn: Ira Kharasch, Esq

Counsel for the Committee of Unsecured Creditors

Steptoe & Johnson LLP
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067 Attn: Katherine C. Piper, Esq.

Office of the United States Trustee

the United States Trustee J. Caleb Boggs Federal Building, Rm. 2207 844 King Street, Suite 2313
Office of

Wilmington, DE 19801

Attn: Joseph McMahon

EXHIBIT B

Engagement Letter

T. A '7-" H'n

80 TlVIS STT. SUIT:l

HQijTO. lX 1700i
fAX 713-2360 ww.lI,d,o

I. FReiES & Co. u.c

PHO 713-236600

April

28. 2009

Pacific Enegy Resources Ltd.

l 1 I W. Ocean Blvd. Suite 1240

Long Beach, CA 90802

Attention:

Mr. Darren Katie

Pte~ident
Dear Laes aiid Geutlemen:

This leter agreement (the "Amende Agreement") CODfi~ the underandig and
agreement beiwee Lazard Frres & Co. LLC ("Lad") an Pacifc Energy Resours, Ltd, and

its controlled subsidiaries (colIectively with aiiy entity fanned or lled for th purposes set fort herein, the "Company").
Assismm~lIt Scone!

The Company hereby retains Liird lI it6 invC3ent banker to provide the Conpany with
advice in connectioii with any Sale Transacton and/or Financing (each as defined below) on th
tenns lind condtioIl set fort herein.

De.vcri"t(Jn ofServces:
i, Lard agres. in consideration of the compensation provide in Section 2 below, to

perfonn sueb of the followin Investmt bang seices as the Company may reasonably

request, including:
(a) Reviewing and analyzin the Company's busines, operations and

fimiicial proj ectons;

(b) Advising the Company on taics and stratees for negoatng with the

Stikeholdi;rs in conni;ctiQn with a possible Sale TT8lon or Finanoiigj

(c) Renderin financial advice to the Compay and paricipating in meetings

or negotiations with the Stakeholders (including the adminsttive agent)

and/or Titing agencies or other approprizite parties in connecon with any

Sale Traaoon or Fiicin;

PAIS lIlHDO NEWY~ AM ATITA Bur IlMIlY CHJC FRAK/11 tWlU~ HOlilI HOSTON
LOS ANOS MADRD Mu MoL NE Da Ra. SAN FIWD Sa SiNl SrOCIQCl SYDNEY TOMO TORN

Pacifc Energ Reurc Ltd.

April 28, 2009 Page 2

(d)

Adviiiing and asisting the Company in cvaluatig potential Financing'

trsactions by the Company. and, subject ti Lazard's agreement so to act
and, if reuested by the Compy or Lad, executin appropriate

agreemets on behalf of the Company, CDotlictioi potential sour~ of capital lI th Company may designate an asisting tho Company in
impIementing such a Financing;
(0)

Asisting the Company in identifyng and eval\1ting candidat for a

potential Sale Trasaction(s), advising tbe Company in connection with

negotiations an aiding in th~ coiumiition or a Sale Transtion()2;

(f)

Attnding meetings of th Company's Board of Dirtors and its

cDnimittees with respect to matters on which we have been engaged to advise YOu; an

(g)

Prviding the Compy with other financial advice rclatcd to a Sale Transaction or Financing. Lad will use reonable effort to cordinte
its activities hereunder with the Company's other adviors lI reaniibly
dirted by the Company.

Fef!s;

2. As consideration for the services to be provide the Company shall pay Laz the
following ic~;

(a) A fee of$62,903 payable on April

1. 200.

(b) A monthy fee oUl00,OOO (the "Monthly Fee"), payable on May 1,2009,
and on the first day of each month thereafter until the termination of Laard's cngagenu"nl puruat to Section 10.
(c) If the CompllY consumtes II Sale Traction, .Ld shll be pad a

fee (the "Sale Tranaction Fee") equal to the fee calculated bas on the

Agggate Consideration as lIet forih in Schedule 1 herto; provided,

however, that for 8 Sale Transtion involvin all or substntially all of

the aset or equity interests of the Compay (a "Wole Company Sae''), the minimum fee payable shall be $1,00,000. In the event of any Sale
Traction involving only one of

the "Beta Field" or the "Alaska Ass,"

J As used in this Amcnded Agreemmt, th te "Pinancini" mC8lny tnniicti i) "rio oflnnMli; in _oatl wit il. Comy'r

bikniplly c.. involving !he public Ot prVlli il&1W ujg. 01 iiJ8ClllI of :uiI). c:iiy-llDcd. or ckbl iirltJci.lnrimca., or obllpli
oftlii: CnmpnYr in1wli.IUY filu doboin-poian lilUns or nii t'maS l otdOl with . ~ ildf ll Bi)' Co

2 A. uI in iJll. N-dcd Agit die leiii uSale TlIti" IDIl a~ uiulion or cCl of iiii iilvinl Ci) il ooujon
"""'P"T. c"ilty or group pUnlUanl 10 . ooft p1.n 01 . .wl! ""piove trll6Idolt URde il 8liiniptcy ~ Cllcc.. ll .. pi...
tn lI ~xjmnB Sw1i"haldl Otad).

""Tli:, eaioiiil~"", or ui buin.. oobinidon pwl le wbii: aU il a a1snlr.:~.. or1l bullDia 01 UW ofll Coii a... diretly or intfrutly, by mcl Dr merer, sae nf 1I, equity seurties Df' 0I iDJi: or ol oained with or ln(lr to amr

Pacific Enery Resurces Ltd. 28, 200 April

Page 3

the minimum fee on each 5\ch Sale Tram;iction shall be $500,00. (i.e. a

total minimum fee of $1,000,00 if Sale Tranacti011 occu involvin

both the Beta Field and the Alaska Assets and a total minimu fee of
$500,00 if only one of the two are involved in a Sale Tration). Puennre, if a bona-fide thirdpar otTer, bid or proposal with ret

to a Sale Triiction is recived and the Compay ultiately eners into an Existiiig Stakeholder Deal~. notwithtading anytng to the cont in
footnote 2 above, such lIlISlclon shall be deeed 10 be a Sale Traiition

md Laard shall be paid the Sales Trllc1oD Fci (In COiion therof.
(d) A fee, payablo upon OOsuiation of a Financi with respect to which

Laard has provided services, equal to the amount set forth in Schedule 1I
(th "Financing Fee").

(e) I f any teimony in Banptcy Cour is requested of Lad, in addition to

the Monthly Fee, Lard wil recive a tesony fee of SlOO,OOO (the

''Testimony Fee'') for each consutive 30-y period durng whih

Laar prepares to provide testimony or provides tostimony (with the rirt

such period commi,incing on the flit date in whioh La commnceii prparion or testiony serice), it being widertood tha if a heing is
moved such that Liiarc prepars to testify in one 30-y perod but doe not testify until a later period, and if no significant work is req\lired with respect to SIch testimony in the suequent period the fee would be

payable only for the intial peiod and not for th subiiequent testimony.

(l) For the avoidance of an doubt, more than one fee may be payable
purst to claus (c) and (d) above.

(g)

In the ovent that Company hires a finciaJ advisr to asist it in

connection with a restnctung, rerganizion or recapitaiztion of the Company (a "Restrcturng"), the Company iigreeii that it wil hire Lazard,
subject to LS2lds agreeent to so act, for such servIces and wHl pay

Laz inmentii fees to be agree in goo faith and to be consistent

With the compimSltion paid to fmancial advisors of simila standing act

in similar situtions. Howevr, any such servces and asiated

incremental fee wil hi subjooi to the filing of a supplementa retention application. For th avoidance of doubt, to the extent approved by the
Cour, the Company ca sek such services froll\Zi;MI? ~P.8!, LLC ii .' 'fF~lI*l
.. "'.'''''''''''''--'J

afliates, Albrecht & Associates, Inc., and Mark Cleman.

(h) In addition to any fees thi may be payable to Luar and, rega:dl~ss of

whether any traruaction occurs, the Company shll prmptly reimblte La for all: (A) reasonable expes (includin trvel and lodging, data
3 ~. ii.~d in 1M. Ain"de Aji, ti mm "lisli"llllachdcr 0..1" l1 my 1r.... or -i. or i.$ Li wbcli lAy
hold"" of debt sclitiCl Dr obliaatiOl of ~ Ciir eill '" .""_ ony po of iih -ili" Dr a1iilllInn far eqwty la ot

..... or ui ini.""" (a.. "l:iitla SlaolDllI Oe").

Pacifc Energy Reources Ltd April 28, 2009

Page 4

proceng and communications cha. courer servce8 and other

apprpriate expen) an (B) other reaonable fees and exenses,

includin expenses of counsel, if any; an

(i) As part of tJe compesation payable to Lad hereundei, th Company

agrees thai the indemnfication, contribution and related provisions (the

"Indemnfication Leer") entere inte on Decemr 17, 2008 shaU be

incorporated herein in their entiety.

(I) All amounts referenced here reflec United States curcy and shall
be paid promptly in cash after such amounts acc hereunder.

Retention iii ChaDter 11 Proeedings:

3. The Company agee that it wil use be efforts to obtain prompt authorition frm
the anptcy Court to retain Lad on th te and conditions set fort in tbis Amended

Agreement under the provisions of Section 328(a) of the Bankrtcy Code. Subject to being so
retned, Lazard agrees that durng the pendency of any such proceedins, it 8hal contiue to

pedomi its obligations under ths Ameed Agreent and that it shall fie interm and fiiial
applications for allowance of the fees and expense payable to it wider tho tcms of this

Amended Agreement pursuant to the applicable Federal Rules of Banuptcy Proedur, and the
locl rules and oider urtbe Banuptcy Cour. The Company shaD supply Laz wit a drft of

the application an prose retenion order authorizin Lad's rettion suffciently in

ad vance of the fiing of such application and proposed order w enable Lazard and its counsl to
review aud comment thereon. Lazar shal be uner 110 obliation to provide any servces under

this agrement in the event tht the Cornpl\y bemes a debtor under the Banptcy Code
unless Laza's retention under tho te of ths Amended Agrment iii approved iinder section

328(01) of the Battptc Coe by final order of the Bankrtcy Cour, which order is acble to Laard. TIie application shall noto tht in so agring to sek Lad's retention under Secton
328(a) oftb.e Ban1cptiy Code, the Company

ackowledges tht it believes that Lazd's gen

restrcturing experience and experi8o, its knowledge of tJe capital mkets and its merger ao

acquisition capabilties wi1 inure to the benefit oftl Company in pursg any Sale Tnacton
and ,iT1Y Financing, th the vaue to the Company of Laar's services hereunl! derives in substanal par from tha expertise and experience and that, accrdigly. the strcture an

amount of the deferred fee-lI, inc1udig the Sale Tranaction Fee and Financing Fee is reonable
regiirdlel or

hours to be expended by Lard's professionals in the peormance the number of of the servIce to be provided hereunder, and that th deferred Sae Transaction Fe an
Financing Fee shall not be considered to be "bonuss" or fee enhanceli$1ts wider applicable
Iiiw.

Other:

4. No fee piiyl1le to my olher pern, by you or any other part, shaH reduc or
othcti,c: iiffCt any fee payable hereunder to us. .

Pacific Energy Resurces Ltd.

Apr 28, 20
Page 5

S. The Company will fush or cause to be furnished to Lad such curent im

hlsrrical financial infonnation and other infonnation regarin the busines of the Company a8

ward may reques in connection with ths engagemet. The Compay represents and warts
to Laard that all of the foreoD inormation wil be accunate and complete at the tie it is

fuished, and agres to koe L~rd advise of all developments materially affectng the

Company or its financial poition. In performing its seiices purua to this Amded
Agreement, including in connecion with.any valuation or the Compy, Laz shall be entitled

to rely upon information furnshed to it by the Company or that is publicly available, may
assume the accuracy and completenes.'l of such inormtion and shall not assue any
rospQnsibility for independent verfication of any such inormtion. Lazard wil no, as pa of its

engagement, underte any independent valuation or apraisal of any of the asets or liabilties

of the Company or of any th par, or opine or give advice 10 the Board of Diroii. the
Company or management or sharholder with respeot theret or with respe to any issues of
solvency.

6_ In perromiing its serics pursuant to ths Amended Agrment, Ld is not

assmig any responsibility for the decision of the Complly or any other par to purue (or Dot

to pursue) any busn9s sttegy or to effect (or not to etfect) any SaIe 'lsion. Finanng or
other transation. Lazd shall not have any obligaton or tosponsibity to provide "crisis management" tr or busss consultant services to the Company, and shall have no

responsibilty for deign or implementing operaing, orgaiztinal, admstrtive, cash

management or liquidity improvements; nor shall Lad be responsible for providin any tax,

legal or other specialist advice.

7. It is understood and agreed that nothing contaned in this Amended Agreeent shal

constiMe ;m express Or implied commitmen by Lazar or La Capital Maret LLC or any

. of thoir respective affliiites to underwte place OT purhas any seurties in a fii81oing or
otberwse, which commitment shall only be set fort in a searat underwitig, placement

ageny or purchase agreement, as appiiciible, relating to the fiiicing.

Amended Agrement. .

8. The Indemnfication Leiter shall survve any termination or expiration of th

9. In order to cordnate our efforts on behf of the Company duri the period of our

engagement herunder, the Company wil promptly inann Lad of any discussions,
negotiations, or inquiries regarding a potential Sale Traaction, includig any such dillsioJU
or inquiries that have occwTcd dur the six month peod prior to the dae of thi8 Amended
Agreement. In the event that Lazard receives i inquiry concGrning any trtin, we wil promptly inform the Company of such inqui.

10. Our engagement hereunder wiU automaically ellpire on confimion and

consummation of a plan of reorganization for the Compay and may be ealier ternated by you
or us at any time without liabilty or continuing obligation to you or us, except that following

5uch temiiniili:m llrtd any expiration of ths Amended Areement (a) we shall reiiin entitled to
any fees accrued pursuat to Section 2 but not yet paid prior to such tennlrtion or expirtion, as

the case may be. and to reimburcmc;nt of expees incur prior to suh termtion or

Pacific Energy Resour Ltd.

April

28, 20
Page 6

expiration, 119 lhc case may be, and (b) in the case of teintio.n by the Compay an any ex.piration of this Amed Agrement, we shall reain entitled to fun payment or all fees

contemplated by Secion 2 hereof in resect of an Sale Tranction and any Fincing

announced or resulting from negotiations occur during the pejod from the dae hereof until

one year following such termintion or expiration, aii the case niay bo; provided however, that

iii the event of termination by the Coinpany due Lazd's bad faith, self-deaing, breach of fiduciiu duiy, If any, grss negligence or wllftl mIsconduct. no fee wil be payable puruat to
any Sale Transition or any Final1ing execute following such t.tion. The obligation in

2(g) shan als survive for a peod of one yea following termaton by the Company and any
expirtion of

ths Amende Ageement.

i 1. The Company recgnze tht Lazd hIl ben engaged only by tbe Coinpay an tht the Compay's engagement of Laard is not deemed to be on behalf of and is not inteded to confer rights upon any shareholder, parer or other owner of the Company, any creitor, lender or any other peson not a pa heeto as agalst Laar or any of its affliates or any of their
re8pective director." offcers, member, agnlS, employees or represtatives. Unless otherwse

expressly agreed, no one, other th senior maaement or the Boiid of Directors of the
Company is authorized to rely upon the Company'ii engaent of Lazd or any stateents,
advice. opinions or conduct by La. Without limitig the foregoin, any advice, wrtten or

oral, reered to the Company's Board of Direcrs or management in the course of the
the Board of

Company's engiiement of ~d ar SQleIy fOT the p\ltpSC or asisting senior management or Directon; of the Coinpany, ai the case may be. in evaluatng any Sale Trsaction OT Finiinoing and do not oonstitute 8 recommendation to any staeholder of the Company tht

such steholder might or should take in connection with the Sate Trasaction or Fiinii.

Any advice, wrtten or oral, TCndcred by Lad may not be disclose publicly or made available

to thrd pares without the prior wrtten consent of Lad. NotwithSliding the foregoing,
nothing herein iihall probibit you from disclosing to any and all persns the tax treatent and 1a
strctie of any trsaction and the portions of any mateals that relate to siih ta trtmnt or
ta structure. Lird:s role berein is that of an independent contrctor; noth herein is intended

to create or shall be construed as creatin a fiducii relatiOlhip beeen Laard and the
Company or its Board of

Directors.

12. In connection with the seices to be provided hereder, Laz may employ the
seric.s of its atTiates an Lad Capital Market LLC and may iihiie with any such entity any

inormation concerning the Compiiy. provided that Llld and such endes shll hoId any

nonpublio InonntIon confdential in accordance with their respectve customai policies relating to nonpublic tnfonation. Any such entity so miploycd shll be entitled to all of the benefits afforded to Laza herunder and under the Indemnfication Letr and shall be entitlti to be reimbursed for its cos and expenses on the 11lle basis 8.\ La.

13. The provisions heref shall irilU to the benfitii of an be bin upn th
succesors and aiisigns of lhc Company, Laar and any other person entitled to indemnity under

th Indemification Letter. You agree tht the Company's obligations punt to tbis Ame
Agreement shall be Joint and severa. Ths Amended Agrement iimendl and reste in entity

the engagement B!:irment betwee LBZd and the Company dated Deember 19, 200S (the "Intial Agreement"), except that (i) for the avoiclce of any doubt, Laar shan reroain entitled

Pacifc Energ Reources Ltd

April 28, 2009
Page 7

to any amounts accrued prior to the dae bereof pursuant to the Initial Agrocmen an (ii) the

lndcmnification Letter shall reman in full force and effect an apply to our en,agement
hereunder. This Amended Aareement and the related Indemnficaion Lettr embody the entire agreement and understading among the pares hereto related to the mate provided for heei

14. This Amended AiIeement and any claim relat diretly or indirectly to this Amended Agreement (includng any c1iim concerg advice provided pursuant to this
Amended Agrement) ilhall be governed by an cOI\tned in iirdace with the laws of tho
State of New York without regard to the prnciple of confcts of law. No such clai shal be c()mm.nced, prosecuted or continued in any forum other than the cour of the State of New
York located in the City and County of Southern Disb'ici of

New York or in the United States Distct Cour for the New Yor and eacl of the pancs hereby subnuts to the Jurisdction of such cour. The Company hereby waives on behalf of i1lf and its suceeswrs and asign lIy and all rIght to arg1e that the choice oUoru provision is or has beme unnable in any Jeiial

prooeedng. The Company waives all right to trial by jury in any action, prding or
counterclai (whether based upon contrct, tort or otherse) related to or arsing out of the
engagement of La puuant to, or the perrmance by Lazad of the seices contemplated
by. ths Amended Agreement.

if the foregoing Amnded Agreeent is in accordance with your understanding of the

terms of our engagement, pleae sign and retu to us the enclosed duplicate herof.

Very tny your,

LAZRD FRRES & CO. LLC

By:

John Rutheror Manging Dirctor

Accepted /lnd Agred to as ofiJ date firt wrinen above.
P ACme ENERGY RESOURCES L TO.. on behalf of itself and its contrlled subsidiaries

By.

Darren Katie President

Piicifc Energ R.oumes Ltd.

Apl 28. 2009
Page 8

SCHDULE T
Fees fOT Sale TraiictioDs

AIIlliiate Consideration

Incremental Fee

A. Alaska Sale:
The followig tale outlies the Sale Trasation fee schedule for any we involvig any of

the Alask Asets, subject 10 the mium fee of $500,00 described above in 2(b). The total furl fur

the Alaska Assets is caculate by brng down th Aggte Consideration iind multiplying each
increment by the cOITe.~ponding incrementa fcc. For exle, for a tttion in wbIch the

Aggrgate Consideration paid is $45,000,000. the fee wo\lld be $600.000 ($20,00,000 ties 3.0%) +
$400,00 ($20,00,000 time 2.00Ai) + $50,00 ($5,000,000 ties L.O%) which totals $1,050,00.

Aggregate Consideration

Jnarernta Feii %
3.0% 2.0%
1.0%

($ in millonli)
so . $10

$20 . $40 $40+

B. Beta Field Sale; In the event of a Sale Trasaction involvi the Bet Field. 0.5% of the Agggate
Consideration, subject to th minimum fee of$500,OO a.~ descoed ab in 2 (b).

C. Whole Company Sale:

the fee baed the Amended Agremen &bll be the sun of Qn the fee iihedules above for each of the Alaska As.'l and the Beta Field. Thi: Aggrgate
$1,OOO,OOU describe in seel.on 2(c) of defltlve p\lchlle and sae agreement(s) relating to suh traction. If

In the evenl of a Whole Compny Sale, the lota fee, subjet to Ute mimu fee of

Consideration i;bnll be the val\l allocated to each Qf the Alllka Assets and the Beta Field in the

the valu is not allocate in

the definitive purohase and sale agrement(s), it shall be allocate by the goo fath m\ltul
I1grecmcnt of the COmpny and La, su.bjcct t Baip~y Cour apprval as ncceS9at. In

makg any such god fith allcation, tl Company and Laard shall spifically coder any th
pary offrs that were roomved for the Alask Assets imd Beta Fiold inviduay. For cixamlc, if the

total Aggregate Coiiidertion received for the Wholll Compiy is $245,00,000 an $4S,OOO,OOO is

allocated to the Alaska Asset and $200,00,000 is allocted to the Bet Field, thii total fees shl be
$2,050,000 - $1,050,000 attibutable to th Alaka Assets (lI calculatd above) and $1,000,000

8unbuiable to the Bela Field (S2OO,000,00 ties 0.50%)

Pafic Energ ResOles Ltd. Apnl 28. 200

Page 9

For puroses ballr, the te "Ag~gitc Consideation" meas (x) the tol amount of cah mi

the fair Dmkct value (on lhe daie of payment) of all of the propert paid an payable (includ amunts

paid into escrw) in connection with the Sale Trsaction (or any relatll tnctioD), inludn amouts
paid and payable in respoo of convrble sccUIlies, prefer eqity &eites, wats, sllXk

appreciaon rights, oplon or similar riihts. whether or not vested, plus (y) the pnoipalloult of all indebttenes for borrowed money or othcr liabilties of the Company or relevat Compay entity. as
applicable:, Wi set fort on the most recent balance Rbet, or, in cae of the sale of assets, all indebteess

for borrowed nione or other liabilities (im:ludii an payables) a&umed by the third pa. Aggte
Considertion shall also include the aggrgate amount of any dividends or other disUibulions deolared by

the Company or relevant Company entity, as applicable. after the de heref other tl nom quarrly
cah dividends. and, in the C3e of the sae of aset, the no value of any curnt assets or restrict cab

or invc.~tments held d.Uy or in lnst to md futur abdonment liabilties not sold by th Copay or
relevant Company citily, as applicable. For purpes of calculating Aggte Comiidiimtion. (i) aU
shres will be deemed trferred where a Sale Transaction is efeced by the trfe of shar, (a)
constituling morc than 30% of

the them outliading eqity securities of or equty interest in the Company

or RIGvanl Company eniity. ll iipplicale. or (b) possessing more than 30"Ai ofthG tbm oUlSianding voting power of the outsandig equity securties or or equity interest in the Company or reevant Company
entity, as applicable, and (ii) the value of secritiei (whether debt or equity) tht ar frely trble in an

established public mark~ wil be detenine on the bais of the averae c10sDg price in such maiet for

the 10 trdiiig days prior to the closig of tbo Sale Tration (the "Valuation Date"); an the value of
securities tht have DO esialished public market or other propert will be thci fai iiket vahie of such

secities or other pro on such Valuation Da and any retricted stok (i.e.. slock in a publi;
company not frly tneale) reeived shall be valued at 85% of the public maret price of iiuch stok.
Agegate Considertion shall a1. be deemed to include pension liabilties, gutee of DllIies

borrowed iiumed directly or indiretly by any thid pary, and the amount or all indebtedm "crit
bid" by any creditor of the Company. If the Agarllte Considention is subject to incree by cotient
piiymcnls related to future evclllS, the portion of our fee relating thr:o shaD be calculat by us in good

faith and paid to u.~ up consumation of thG Sille Trsation.

SCHBDULE II

Fees for Financn~

The followig table oiitlieiilhe Fincin Fees. The total Financing Fee s1i be calculated

by mUItiplying the appliable fee pecentage by the ttltal grss procees rais in each Financing.
Funds Raised

Seor Secu Dcibi

Senior Debt
Subordinate Debt

1.00% 3.00% 3.S0%

S.OO%

Converible Debt. Convertible PrefelT Stock.

3.7.5%

Commn Stok.

6.0%

.. It is undertood that th applicable fee perctages for convertible debt, converble prefert sto
and conunon stock ~hal each be reduced by 50% with rest to th porton oftbe gr proceed

rased in a Fincing frm any of PetrTrns Compay LId, CNOOC Intetional Limte Sinopee
Internationa Limted, Ch Jnvestment Corporation, China Major Prject Inertional Invesments

Limtcd, and AeON lnvcstmenti.

EXHIBIT C

Retention Order

TN TI UNITED STATES BANKUPTCY COURT

FOR TH DISTRICT OF DELAWAR

In re:
P AClFIC ENERGY RESOURCES LTD., et al. i
) )
)

Chapter 1 i

Debtors.

) )

Case No. 09-10785 (1Ue) (Jointly Admnistered)

Related To Docket No. i 71

CONSENT ORDER AUTHORIZING TH EMPLOYMT AN RETENTION OF

LAZAR FRRES & CO. LLC AS INSTMENT BANR AN

FINANCIA ADVISOR TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE PURSUANT '10 11 V.S.C. 327(a)

AN 328(2). FED. R. BANK. P. 2014 AN 2016. AND DEL. BANKR L.R. 2014-1

Upon the application (the lIApplication"i of

the above-captioned debtors

(collectively, the IIDebtorsll) for entr of an order (the IIOrder") puruant to sections 327(a) and
328(a) of

the Bankptcy Code, Banptcy Rules 2014 and 2016, and Local Rule 2014-11

authorizing the Debtors to employ and reta Lazad Frres & Co. LLC ("Laz") as investment
baner and financial advisor to the Debtors nunc: pro tunc to the petition date (the "Petition
Date") on the tenn set fort in the engagement letter between Debtors and Lazad. dated as of

April 30,2009 (th "Second Amended Engagement Letter") attched hereto as Exhibit "1 ", and
the related indemnification agreement of even date (the "Indemification Letter" and, together

with the Engagement Letter, the "Second Amended Lud Agreement"); and upon the
Declaration of Gerr Tywoniuk in Support of

the Firt Day Pleadings; and upon consideration of

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

the Debtors' feder ta identifcation

number, are: Pacifc Energy Reurces Ltd. (3442); Peftocal Acquisiton Corp. (6249); Pacific Energy Alaska

Holdings, LLC (ta I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); an Gotland OU, Inc. (~463)- The
mailing i1ddess for idl Qtthe Debtors is 1 i 1 W. Ocean Boulevar Suite 1240, Long Beach. CA 90802. 2 Capitaized terms us herein but not defined herein shall have the meanings asned to such term in the

Application_

68773-00Z\DOCS_LA:ZO 16R i

the Declartion of Ar N. Lefkovits in support of the Application; and the Cour being satified

that the relief

requested herein and the employment ofLawd is necessar and in the best

interests of the Debtors' estates, their creditors, and other pares in interest; and Lazard having
repreented to the U.S. Trustee and this Cour that it does not hold debt or equity

securities of the Debtors for its own account; and the Court having junsdiction over th matter
pursuant to 28 U.s.C. 1334; and it appearg tht this proceeding is a core proceedg pursuant
to 28 V.S.C. 1 :S7(b)(2); and it appearing that venue of this proceeding is proper puruat to
28 V.S.C. 1408 and 1409; and the Court being satisfied tht notice of

ths Application and

opportnity for a hearng on this Application was appropriate under the paricular circumtances
and that no other or further notice need be given; and the Court being satisfied that Lazard
neither holds nor represents any interest adverse to the Debtors' estates with respect to the
matters upon which it is to be employed; and the Cour being satisfied tht Lazrd is a

"disinterested person/' as that tenn is defined in Bankptcy Code section 101(14) of

the

Bankptcy Code; and after due delibertion and suffcient cause appearing thereforJ it is hereby
ORDERED, that the Application is grte as modified below; and it is further

ORDERD, that, as modifed by this Order, in accordance with Banptcy Code

sections 327(a) and 328(a), Bankrptcy Rules 2014 and 2016, and

Local Rule 2014-1, the

Debtors are authorized to employ and retain Laz in accordce with the term and conditions
set fort ll the Lazrd Agreement, as modifed herein, effective nunc pro tunc to the Petition

Date; and it is fuer

ORDERED, that, subject to the following "ORDERED" pargrph of

this Order,

all of

Lazard's fees and expenses in these cases, including, without limtation, the Monthy Fee.
2

68773-O2\DOCS_LA:20J54. J

the Sale Transaction Fee, the Financing Fee and the Testiny Fee (each as defmed in the Second Amended Engagement Letter), are approved pursuant to Banptcy Cde section

328(a); and it is fuher

ORDERED, that, notwithstading anytg to the contrar in this Order, the u.s.
Trustee shall retain the right and be entitled to object to the Monthy fees, the Sale Transation
Fee, the Financing Fee and the Testimony Fee based on the reasonableness stadard under

Bankruptcy Code sections 330 and 331. The Debtors and Lazd fuer stipulate and agree that
this Order and the record relating to the Cour's consideration of

the Application shall not

prejudice or otherwise affect the rights of

the U.S. Trustee to challenge the reasnableness of

Lazard's compensation under Banptcy Code secons 330 and 331. Accordigly, nothig in

this Order or the record shalI constitute a finding of fact or conclusion of law bindig on the U.S.

Trustee, on appeal or otherwise, with respet to the reasonableness ofLazrds compeation;

and it is furter
ORDERED, that Lazrd shall file fee applications for monthy, interi and fil
allowance of compensation and reimbursement of expenses pursuant to the procedures set fort

in Bankptcy Code sections 330 and 331, the Bankrptcy Rules, the Local Rules, and any other
applicable procedurs and order of

the Cour; provided, however, tht Lazard shall be

compensated and reimbursed consistent with the two prior "ORDERED" paragrphs of

ths

Order; and it is further

ORDERED, that the Debtors are authorized to pay Lazard's fees and to reimbur

Lazard for its costs and expenses as prvided in the Second Amended Lazd Engagement Letter
in accordance with the monthly, interim and rmal fee application procss approved by ths Cour,
3

68??3-002\DCS_LA2016S4. i

and none of

the fees payable to Lazard shall constitue a "bonus" or fee enhancement wider

applicable law; and it is fuer

ORDERED, that, notwithstadig anytg to the contr in this Order, Laz
shall not seek reimbursement for the fees and expenses of its counsel that were incurd in

connection with the prosecution ofthis Applicaton and it is fuer

ORDERED, that, notwithstanding anytg to the contr in the Banptcy

Code, the Banptcy Rules, the Local Rules. orders of this Cour, or any guidelines regarding

subnusson and approval of fee applications, in light of serices to be provided by Lazrd and the
structure of

Lazard's compensation pursuant to the Second Amended Engagemet Letter, Lazad

and its professionas shall be granted a limited waiver of the informtion requirents set fort

in Local Rule 2016-2 to keep time records in Yi -hour increments; and it is furter

ORDERED, that, nothing in the Application, the Lefkovitz Afdavit. or the

Second Amended Engagement Letter shall be constred to authorie the shanng of compensation
in contravention of

Banptcy Code section 504; and it is furher

ORDERED, that pargraph 4 of

the En~agement Letter shall not preclude this

Court from ordering appropriate remedies in the event that these cases are found to be
administratively insolvent; and it is furter

ORDERED, tht notwithstading anytng to the contr in the Second

Amended Engagement Letter, the Commttee and the DIP Lenders shall have the abilty, prior to
the payment of any Sale Transaction Fee, to object to the detennnation tht a thd-part offer is

"bona fide" and nothing contained in this Order shall be deemed to operate as a waiver of such right to object.

4
68173-OZ\D_LA:20 1654.1

ORDERED, that the provisions set fort in the hidemnificaton Letter are
approved, subject during the pendency of

these cases to the following:

(a) subject to the provisions of subparagrph (d), in, the Debtors are
authorid to indemnify, and to provide contrbution and

reimburment to, and shall 1demnify. and provide contrbution and

reimburment to, the hidemnified Persns (as dermed in the .
Indemnification Letter) in accordance with the Indemnification Lettr

for any claim arising from, related to, or in connection with the

services provided for in the S~ond Amended Engagement Lett

(b) notwthtading any provisions of the Indemification Letter to the contr, the Debtors shall have no obligation to indemfy Lazrd or provide contrbution or reimbursement to Laard (i) for any claim or expense that is judicialy detennned (the determination havig become final) to have arsen from Laza's bad faith. self-dealing,
brech offiduciar duty (if any), wilful misconduct or gross

negligence, (ii) for a contrctu dispute 1 which the Debtors allege the Cour detennes Lazrd's contractual obligations if the breach of that indemnification, contrbution, or reimbursement would not be

penssible pursuat to In fe United Arist Theatr ComDany. ct. at.,

3 i 5 F.3d 2 i 7 (3d Cir. 2003), or (ii) for any claim or expee tht is

settled prior to a judicial detemiation as to the exclusions set fort in

clauses (i) and (ii) above, but detenned by the Cour aftr notice and

a bearng pursuant to subpargrph (d), inf, to be a claim or expense for which Lard should not receive indeimty, contrbution or reimburment under the terms of the Indenmcation Lett, as
modified by this Order;
(0) if, during the pendency of

the Debtors' cases, the indemnification is

held unenforceable by reason of the exclusions set fort in

subparagrph (b) above and Lazard makes a clai for the paymt of

any amounts by the Debtors on account of the Debtors' contrbution

obligations, then the proviso se fort in the second sentence ofile
contribution provisions in the Indemification Letter shall not apPIYi

an
(d) if, before the earier of (i) the entr of an order confinning a. chpter 11 plan in these cases (that order having become a final order no longer
subject to appeal), and (ii) the entr of an order closing these cass,

Lazrd believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemncation, contrbution,
and/or reimbursement obligations under the Indemification Letter, as

modifed by ths Order, including without limitation the advancement of defense costs, Lazard must file an applioation therefor in t1s Court,
and the Debtors may not pay any such amounts to Lazrd before the

5
6N77~-o(I2\i!iL LA:2016S4.1

entr of an order by ths Cour approving the payment. This

subparagraph (d) is intende only to specify the period of

time during

which the Cour shall have jursdiction over any request for
compensation and expenses by Lazrd for indemfication,

contrbution, or reimburement and is not a provision limiting the durtion of the Debtors' obligation to indemnfy Lazar; and it is

further

ORDERED, tht nothing in this Order shall be deemed to affeot any and all rights
that the Committee or any par~lnMinterest may have to seek avoidance, pursuat to Chapter 5 of

the Banptcy Code, of any prepetition payments made by the Debtors to Lad, and all such
rights are hereby expressly preserved, and it is fuer
ORDERED, that the Debtors ar authori, empowere and directed to take all
actions necessar to implement the relief granted puruat to ths Order; and it is furter

ORDERED, that, durng the pendency of

these cases, ths Cour shll retain

jurisdiction with respect to all matter aring from or r

....

Dated: May~, 2009

68773-002\DCS_LA:201654.1

EXHIBIT D

Details of Hours Expended

Pacific Energy Resources, Inc. 'Lazard Frres & Co. LLC

May 1,2009 - May 31,2009

Summary of Services Rendered by Project
Project Description

Project #

May
10.0

4
Capital Strcture Review and Analysis

0.0 0.0 0.0

12.0

Interface with Professionals, Offcial Committees, and Other Parties-In-Interest Business Operations Planning, Monitoring, Reporting and Analysis, and Projections Preparation and/or Review of Cour Filngs Cour TestimonyfDeposition and Preparation Valuation Analysis

10

1i

Merger & Acquisition Activity Financing Including DIP and Exit Financing General Corporate Finance, Research and Analysis, and Other Due Dilgence Fee Application, Engagement Employee Retention Progr

0.0 84.0 0.0 0.0 0.0 0.0

106.0

TOTAL
Summary of Services Rendered by Professional
May

Name

John Rutherford, Managing Director

15.0

Robert Lynd, Associate

770
14.0

James Peng, Analyst

TOTAL

106.0

Pacific Energ RClourccs Iin:.

Time Dcl
Lad Fr. & Co. LLC John Ruterord - Managig Director

Date: 05/06/09

Description of Work:

Hours:
8.0 2.0 1.0 2.0 2.0

Code
7

05/1109
OS/20/09 OS/26/09 OS/27/09

Beta and Alasa bid analsis (RLL & JRR) Meetig with Stellar Oil & Ga (RLL & JRR)

7
i

Cal with Unsecured Creditors Commttee (RL & JRR) Meetig with ERG at Albrecht Offcc (RL & JRR) Breast with Stellar Oil"& Gas (RL & JRR)
MAY HOURS

7 7

15.0

Pacific EDerg Resource, JDr.

Time Deil

Lad Frs & Co. LLC Robe Lyud . Associate

Date:
OSLO 1/09

DecrptiD of

Work.

VDR and due diJigcoce discussions with NordAq

05/04/09 05/04/09 05/04/09 05/04/09 05/04/09 05/05/09 05/06/09

Work on Alka PSA and Bid Procedures

Weekly IDte Upd Ca (8 cas iD 4 week)

PERLCapita Rase Teaer

work (RL &JP)

05/1109
05/14/09
OS/20/09

05/26/09
OS/26/09 OS/27/09

Sales prcess upte cals (10 cal iD 4 weeks) VDR BId due diligence requests from Pyd Beta BId Alasa vauation work (RLL & JP) Beta and Alaska bid analysis (RLL & JRR) Meeg with Stellar Oil & Gas (RLL & JRR) Conf Cals with Stellar Oil & Gas Call with Unseurd Creditors Committee (RL & JRR) Meeting with ERG at Albrecbt Offce (RLL & JRR)
Meetig with Cbevron

Brefast with Stella Oil & Gas (RLL & JRR)

HODI': 2.0 20.0 8.0 8.0 10.0 4.0 6.0 8.0 2.0 2.0 1.0 2.0 2.0 2.0

Code 7 7
i 7
7

7
5

7 7 7
J

7 7 7

MAY HOURS

770

Pacific Eneri: Reiourc.. In..

Tim. Detail

Lad Frn:s & Co. LLC

James Peng - Analyst

Date: 05/04/09 05/05/09

DeciptioD of Work:

noun:
8.0 6.0
14.0

PERL Capita Rase Teaser work (RLL & JP)

Code 7
5

Seta and Alaska valuation worl (RLL & JP)

MAY

"OURS

EXHIBIT E
Fee Calculation

Pacific Energy Resources Ltd. Monthly Fee Application Lazard Frres & Co. LLC

May 1,2009 - May 31, 2009

Fee Calculation

Item
Monthy Fees: May 1, 2009 - May 31, 2009

Amount Incurred
$ 1 00,000.00

TOTAL

$100,000.00

Summary or Out-or-Pocket Expenses (I)

Item
Car Services and Taxis
Employee Meas

Amount Incurred
$120.40 474.03 104.56 218.96 $917.95

Meals-Meetings/Travel Travel

TOTAL

(1) Additional expense detail wil be funished upon request.

ii

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Pacific Energy_May 09.XLS

Expense Detai

LAZARD
DEAL OPEN ITEMS BY CATEGORY
ALL EXPENSES

HOU00150 - Pacific Energy Resources LTD.

Currency: USD . US Dollar

EXPENSE TYPE

TRAS DATE DESCRWTION

5/29/2009 Lynd-FREEBIRS - SHEPHE 5 HOUSTON T 04/26/2009

BALANCE
8.52 7.57

Employee Meals 5/29/2009 Lynd-FL YIG SAUCER-HOUSTO HOUSTON T 04/19/2009

Subtotal: 474.03
5/13/2009 5/28/2009

Meals-Meetingsrrravel

Ruterord-River Oak Countr Club (1p) 03/13/2009

Marn-Dinner/OrillaslWilm on 3/11 i P 05/05/2009
Subtotal:

58.56 46.00 104.56

Travel
Lefkovits-wilmington-natl 1D ~ $153.99 03/10/2009 Lefkovits-Wilmington to NYC 3/10 03/10/2009
Lefkovits- Wilmington to NYC 3/10 03/10/2009

5/26/2009 5/26/2009 5/26/2009

Subtota:

202.76 8.20 8.00 218.96

CLOSING BALACE as or 5/31/2009

917.95

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA WARE
In re:
) ) ) ) )
Chapter 11

PACIFIC ENERGY RESOURCES LTD., et al., i

Debtors.

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

) Objections Deadline: July 20, 2009 at 4:00 p.m.

NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel Unsecured Creditors (the "Notice Parties") to the Official Committee of

Lazard Frres & Co. LLC ("Lazard"), investment baner and financial advisor
to the debtors and debtors in possession in the above-captioned case (the "Debtors"), has filed

its Monthly Application for Compensation and Reimbursement of Expenses of Lazard Frres

& Co. LLC as Investment Banker and Financial Advisor to the Debtors and Debtors in
Possession, for the Period

from May 1, 2009 through May 31, 2009, seeking compensation for

services in the amount of $100,000.00 and reimbursement of costs incured in the amount of
$917.95 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, if any, to the Application must

be made in accordance with the Administrative Order Under 11 U.S.C. 105(a) and 331

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Banptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern
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 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 mailng

Time) on July 20, 2009 (the "Objection Deadline").

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

that they are received not later than July 20, 2009 at 4:00 p.m. prevailng 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, Attn: Laura Davis Jones, Esq.; Fax: 302-652-4400, e-mail:
liones(8pszilaw.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(8pszilaw.com (c) the Office ofthe United States Trustee, 1. Caleb Boggs
Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801,
Attn: Joseph McMahon, Esq. and (d) counsel 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(8steptoe.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:
icarignan(8pepperlaw.com (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

Application are timely fied, served and received, a hearg on the Application will be held at the

convenience of the Bankptcy Court. Only those objections made in writing and timely fied
and received in accordance with the Administrative Order and the procedures described herein

address for all of

the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

wil be considered by the Bankptcy Court at such hearing.

PLEASE TAK FURTHER NOTICE that, pursuat to the Admnistrative Order, if
no objection to the Application is timely filed, served and received by the Objection Deadline, the

Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent

of expenses requested in the Application or (ii) 80 percent of the fees and 100 percent of the
expenses not subject to an objection without the need for fuher order of

the Bankptcy Court.

Dated: June 30, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Laur D vis Jones (DE Bar No. 2436)

Ira D. arasch (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 Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100

Facsimile: 310/652-4400
Email: liones(8pszilaw.com

ikharasch(8pszi law .com

smcfarland(8pszi law. com

rsaunders(iszi law .com

i oneil(8pszi law .com kmakowski(8pszi law.com

Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: i 50 i 22. i

IN THE UNITED STATES BANKRUPTCY COURT

In re: )
STATE OF DELAWARE )
) ss:

FOR THE DISTRICT OF DELA WARE

Chapter 11

)
Case No. 09-10785 (KJe)

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

Debtors. )

(Jointly Administered)

AFFIDAVIT OF SERVICE

COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of

Pachulski Stang Ziehl & Jones LLP, attorneys for the

Debtors in the above-captioned action, and that on the 30th day of June, 2009 she caused a copy
of

the following document(s) to be served upon the parties on the attached service lists in the

manner indicated:

Notice and Fee Application of Lazard Freres & Co. LLC as Investment Banker and Financial Advisor for the Debtors for the Period May 1-31,2009

DEBA L. YOUG

NOTAR PUIC
Notary Public
Commission Exp.:
DOCS_DE: 149193.1

STATE OF DELAWAR

"201 (

.. co ex JW 18, 2011

the Debtors' federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros
1 The Debtors in these cases, along with the last four digits of each of Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of

the Debtors is III W.

Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

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
05 - First Class Mail

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

01 - Interoffce Pouch

(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

1313 Market Street Wilmington, DE 19899 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
i 0100 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

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

First Class Mail

(Counsel to Official Committee of

Unsecured

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

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

First Class Mail

(counsel to Official Committee of

Unsecured Creditors)

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

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
2121 Avenue of

the Stars, 28th Floor

Los Angeles, CA 90067