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

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

Objection Deadline: December 13, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

NINETEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM SEPTEMBER 1, 2010 THROUGH SEPTEMBER 30, 2010 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: This is a: x monthly - interim Pachuiski Stang Ziehi & Jones LLP Debtors and Debtors in Possession Nunc Pro Tunc to March 9, 2009 by order entered on or about April 9, 2009 September 1, 2010 through September 30, 2010 2 $106,068.50 $ 14,517.15 - final application.

The total time expended for fee application preparation is approximately 3.0 hours and the corresponding compensation requested is approximately $1,500.00.
The Debtors in these cases, along with the last four digits of each of the Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802. 2 This Application may include time expended before the time period indicated above that has not been included in any prior application. The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

68773-002\DOCSDE: 164987.2

PRIOR APPLICATIONS FILED Date Filed

05/01/09 05/29/09 06/30/09 07/31/09 08/20/09 09/29/09 11/03/09 12/02/09 01/04/10 01/28/10 03/18/10 04/01/10 04/26/10 06/10/10 07/09/10 08/05/10 09/10/10 10/26/10

Period Covered
03/09/09-03/31/09 04/01/09 - 04/30/09 05/01/09-05/31/09 06/01/09-06/30/09 07/01/09 07/31/09 08/01/09 - 08/31/09 09/01/09 - 09/30/09 10/01/09-10/31/09 11/01/09-11/30/09 12/01/09-12/31/09 01/01/10-01/31/10 02/01/10-02/28/10 03/01/10-03/31/10 04/01/10-04/30/10 05/01/10-05/31/10 06/01/10-06/30/10 07/01/10-07/31/10 08/01/10-08/31/10

Requested Fees
$234,144.00 $365,058.00 $297,320.50 $350,713.25 $424,811.50 $453,736.50 $249,390.50 $200,491.00 $197,345.50 $184,044.50 $61,467.00 $ 99,733.00 $188,375.50 $127,266.00 $ 56,698.50 $ 99,388.50 $ 61,909.00 $ 84,230.00

Requested Expenses
$18,780.98 $26,269.46 $14,711.11 $13,267.86 $89,233.51 $48,870.41 $25,996.88 $19,661.77 $19,289.90 $10,295.19 $15,047.86 $ 8,694.41 $15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 $15,304.38

Approved Fees
$234,144.00 $ 365,058.00 $297,320.50 $350,713.25 $424,811.50 $ 453,736.50 $ 249,390.50 $200,491.00 $197,345.50 $183,434.50 5 $ 61,467.00 $ 99,733.00 $150,700.40 $101,812.80 $ 45,358.80 $ 79,510.80 $ 49,527.20 Pending

Approved Expenses
$18,780.98 $ 26,269.46 $14,711.11 $ 6,019.74 $89,233.51 $ 48,870.41 $21,076.88 $19,661.77 $19,289.90 $ 9,117.856 $15,047.86 $ 8,694.41 $ 15,791.77 $ 7,664.48 $ 7,390.80 $ 6,427.67 $ 5,334.50 Pending

In the Courts Order approving quarterly fee applications for the Second Period, the Court approved $144,123.66 for expenses which reflects a reduction of $7,248.12. For the purposes of this application, we have noted the reduction in the first month of that period. " In the Courts Order approving quarterly fee applications for the Third Period, the Court approved $60,028.55 for expenses which reflects a reduction of $4,920.00. For the purposes of this application, we have noted the reduction in the first month of that period. In the Courts Order approving quarterly fee applications for the Fourth Period, the Court approved $344,634.50 for fees which reflects a reduction of $610.00. For the purposes of this application, we have noted the reduction in the first month of that period. 6 In the Courts Order approving quarterly fee applications for the Fourth Period, the Court approved $32,860.12 for expenses which reflects a reduction of $1,177.34. For the purposes of this application, we have noted the reduction in the first month of that period.

68773-002\DOCSDE: 164987.2

PSZ&J PROFESSIONALS7 Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 2000; Joined Firm 2000; Member of DE Bar since 1986 Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1989; Member of CA Bar since 1983 Of Counsel 1988; Member of CA Bar since 1976 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Paralegal 2009 Paralegal 2008 Paralegal 2000 Paralegal 2000 Hourly Billing Rate (including Changes) $855.00 $750.00 $695.00 $675.00 $650.00 $325.00 $550.00 Total Hours Billed Total Compensation

Laura Davis Jones Ira D. Kharasch David J. Barton Andrew W. Caine James K.T. Hunter Maxim B. Litvak

0.30 12.00 17.30 0.60 15.80 10.00 23.70

$ $

238.50 9,000.00

$12,023.50
$

405.00

$10,270.00 $ 3,250.00 $13,035.00

James E. ONeill

$535.00 $525.00

3.70

1,979.50

Scotta E. McFarland

32.70

$17,167.50

Robert M. Saunders

$495.00

53.80

$26,631.00

William L. Ramseyer Kathleen P. Makowski

$475.00 $395.00

4.60 3.90

$ $

2,185.00 1,540.50

Leslie F. Forrester Kathe F. Finlayson Monica Molitor Shawn A. Quinlivan Louise R. Tuschak Cheryl A. Knotts

$250.00 $225.00 $225.00 $225.00 1 $215.00 $205.00

1.10 24.20 1.40 4.70 1 0.90 0.90

$ $ $ $ $ $

275.00 5,445.00 315.00 1,057.50 193.50 184.50

Although the Firm raised its billing rates as of July 1, 2009, in this case the Firm has kept its billing rates at the pre-July 1, 2009 rates in order to be consistent with the budget projections that have been incorporated into the DIP financing.

68773-002\DOCSDE: 164987.2

Name of Professional Individual

Di n a K. Whaley Beatrice M. Koveleski Charles J. Bouzoukis Andrea R. Paul

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Case Management Assistant 2010 Case Management Assistant 2009 Case Management Assistant 2001 I Case Management Assistant 2001

Hourly Billing Rate (including Changes) $150.00 $125.00 $115.00 $115.00

Total Hours Billed

Total Compensation

0.80 0.50 3.40 2.60

$ $ $ $

120.00 62.50 391.00 299.00

Grand Total: $ 106,068.50 Total Hours: 218.90 Blended Rate: $ 484.55

COMPENSATION BY CATEGORY Project Categories Asset Analysis/Recovery Asset Disposition Bankruptcy Litigation Case Administration Claims AdminlObjections Compensation of Professional Compensation of Prof /Others Financial Filings General Business Advice Litigation (Non-Bankruptcy) Plan & Disclosure Statement Retention of Prof./Others Travel Total Hours 1.90 2.50 12.30 9.50 32.40 8.70 10.50 1.10 0.50 1.90 127.20 0.40 10.00 Total Fees $ 1,340.00 $ 1,737.50 $ 3,353.00 $ 1,714.50 $17,073.50 $ 3,977.00 $ 2,731.50 374.50 $ 375.00 $ $ 1,425.00 $68,507.00 210.00 $ 3,250.00 $

68773-002\DOCSDE: 164987,2

EXPENSE SUMMARY Expense Category Air Fare Airport Parking Auto Travel Expense Working Meals Conference Call Delivery/Courier Service Express Mail Legal Research Outside Services Court Research Postage Reproduction Expense Reproduction/Scan Copy Travel Expense Service Providers (if applicable) American Airlines; US Airways Continental Airlines LAX Parking Eagle Limousine; Taxi fare Airport meal AT&T Conference Call Tristate DHL and Federal Express Lexis/Nexis and Westlaw Digital Legal Services Pacer US Mail Total Expenses $4,027.10 $ 41.00 $ 139.60 40.67 $ 8.55 $ $ 384.01 $ 48.98 $5,816.66 $ 343.45 $ 200.40 $ 377.13 $2,800.60 $ 184.00
$
105.00

Travel Agency Fee

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

68773-002\DOCSDE: 164987.2

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

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

) )
)

Objection Deadline: December 13, 2010 at 4:00 p.m. Hearing Date: Only If Objections Are Timely Filed

NINETEENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD FROM SEPTEMBER 1, 2010 THROUGH SEPTEMBER 30, 2010 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the Courts "Administrative Order Under 11 U.S.C. 105(A) and 331 Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals and Committee Members," entered on or about April 8, 2009 (the "Administrative Order"), Pachulski Stang Ziehl & Jones LLP ("PSZ&J" or the "Firm"), counsel to the Debtors and Debtors in Possession ("Debtors"), hereby submits its Nineteenth Monthly Application for Compensation and for Reimbursement of Expenses for the Period from September 1, 2010 through September 30, 2010 (the "Application")

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

68773-002\DOCS_DE: 164987.2

By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $106,068.50 and actual and necessary expenses in the amount of $14,517.15 for a total allowance of $120,585.65 and payment of $84,854.80 (80% of the allowed fees) and reimbursement of$14,5 17.15 (100% of the allowed expenses) for a total payment of $99,371.95 for the period September 1, 2010 through September 30, 2010 (the "Interim Period"). In support of this Application, PSZ&J 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 Bankruptcy Code. The Debtors continue in possession of their properties and continues to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors ("Committee") was appointed on or about March 19, 2009. No trustee or examiner has been appointed in the Debtors chapter 11 cases. 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). On or about April 8, 2009, the Court entered the Administrative Order, authorizing certain professionals ("Professionals") to submit monthly applications for interim compensation and reimbursement for expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty (20) days after service of the monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. Beginning with the

68773-002\DOCSDE: 164987.2

period ending May 31, 2009, at three-month intervals, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 4. The retention of PSZ&J, as co-counsel to the Debtors, was approved

effective as of the Petition Date by this Courts "Order Under Section 327(a) of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 2014-1 Authorizing the Employment and Retention of Pachulski Stang Ziehi & Jones as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date," entered on or about April 9, 2009 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. PSZ&Js APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 5. All services for which PSZ&J requests compensation were performed for

or on behalf of the Debtors. 6. PSZ&J has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between PSZ&J and any other person other than the partners of PSZ&J for the sharing of compensation to be received for services rendered in this case. PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of

68773-002\DOCS_DE: 164987.2

$692,220.42, including the Debtors aggregate filing fees for these cases, in connection with the preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was current as of the Petition Date. Upon final reconciliation of the amount actually expended prepetition, any balance remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilized as PSZ&Js retainer to apply to postpetition fees and expenses pursuant to the compensation procedures approved by this Court and the Bankruptcy Code.
Fee Statements

7.

The fee statements for the Interim Period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and paraprofessional during the Interim Period. To the best of PSZ&Js knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Administrative Order. PSZ&Js time reports are initially handwritten by the attorney or paralegal performing the described services. The time reports are organized on a daily basis. PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports. PSZ&Js charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in a case under the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time" to fifty percent (50%) of PSZ&Js standard hourly rate. To the extent it is feasible, PSZ&J professionals attempt to work during travel.

68773-002\DOCSDE: 164987.2

Actual and Necessary Expenses A summary of actual and necessary expenses incurred by PSZ&J for the Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0.10 per page for photocopying expenses related to cases, such as this one, arising in Delaware. PSZ&Js photocopying machines automatically record the number of copies made when the person that is doing the copying enters the clients account number into a device attached to the photocopier. PSZ&J summarizes each clients photocopying charges on a daily basis. 9. PSZ&J charges $1.00 per page for out-going facsimile transmissions.

There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects PSZ&Js calculation of the actual costs incurred by PSZ&J for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonable in relation to the amount charged by outside vendors who provide similar services. PSZ&J does not charge the Debtors for the receipt of faxes in this case. 10. With respect to providers of on-line legal research services LEXIS

and WESTLAW), PSZ&J charges the standard usage rates these providers charge for computerized legal research. PSZ&J bills its clients the actual amounts charged by such services, with no premium. Any volume discount received by PSZ&J is passed on to the client. 11. PSZ&J believes the foregoing rates are the market rates that the majority

of law firms charge clients for such services. In addition, PSZ&J believes that such charges are in accordance with the American Bar Associations ("ABA") guidelines, as set forth in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.

68773-002\DOCSDE: 164987.2

Summary of Services Rendered 12. The names of the partners and associates of PSZ&J who have rendered

professional services in these cases during the Interim Period, and the paralegals and case management assistants of PSZ&J who provided services to these attorneys during the Interim Period, are set forth in the attached Exhibit A. 13. PSZ&J, by and through such persons, has prepared and assisted in the

preparation of various motions and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with the Debtors bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. PSZ&Js efforts have been extensive due to the size and complexity of the Debtors bankruptcy cases. Summary of Services by Pro lect 14. The services rendered by PSZ&J during the Interim Period can be grouped

into the categories set forth below. PSZ&J attempted to place the services provided in the category that best relates to such services. However, because certain services may relate to one or more categories, services pertaining to one category may in fact be included in another category. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours for each individual and the total compensation sought for each category.

68773-002\DOCS_DE: 164987.2

A.

Asset Analysis and Recovery 15. During the Interim Period, the Firm, among other things: (1) performed

work regarding a potential action for the recovery of preferential transfers; (2) reviewed and analyzed documents; (3) attended to issues regarding the Marathon Oil settlement; and (4) corresponded and conferred regarding asset analysis and recovery issues. Fees: $1,340.00; B. Asset Disposition 16. abandonment issues. Fees: $1,737.50; C. Bankruptcy Litigation 17. During the Interim Period, the Firm, among other things: (1) performed Hours: 2.50 During the Interim Period, the Firm, among other things, attended to Hours: 1.90

work regarding Agenda Notices and Hearing Binders; (2) performed work regarding the recovery of preferential transfers; (3) attended to scheduling issues; (4) performed work regarding orders; (5) attended to notice issues; (6) performed work regarding settlement issues; and (7) corresponded and conferred regarding bankruptcy litigation matters. Fees: $3,353.00; D. Case Administration 18. During the Interim Period, the Firm, among other things: (1) reviewed Hours: 12.30

documents and pleadings and forwarded them to the appropriate persons; (2) maintained document control; and (3) maintained a memorandum of Critical Dates. Fees: $1,714.50; Hours: 9.50

68773-002\DOCS_DE: 164987.2

E.

Claims Administration and Objections 19. During the Interim Period, the Firm, among other things: (1) performed

work regarding a settlement in the Rosecrans matter; (2) performed work regarding a settlement in the General Petroleum matter; (3) attended to issues regarding the Marathon Oil claims; (4) performed work regarding settlement of the State of Alaska claims; (5) performed work regarding the Aparicio matter; (6) performed research; (7) performed work regarding motions to approve claim settlements; (8) reviewed and analyzed claims and related documents; (9) performed work regarding the Kern County matter; (10) performed work regarding a stipulation in the Marathon Oil matter; (11) attended to issues regarding the CIRI matter; and (12) conferred and corresponded regarding claim issues. Fees: $17,073.50; F. Hours: 32.40

Compensation of Professionals 20. This category includes work related to the fee applications of the Firm.

During the Interim Period, the Firm, among other things: (1) drafted the Firms August 2010 monthly fee application; (2) performed work regarding the Firms July 2010 monthly fee application; (3) attended to fee auditor issues; and (4) monitored the status and timing of fee applications. Fees: $3,977.00; Hours: 8.70

68773-002\DOCS_DE: 164987.2

G.

Compensation of Professionals--Others 21. This category includes work related to the fee applications of

professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed work regarding the Schully, Rutan, and Zolfo matters. Fees: $2,731.50; H. Financial Filings 22. This category includes work related to compliance with reporting Hours: 10.50

requirements. During the Interim Period, the Firm, among other things, performed work regarding Monthly Operating Reports. Fees: $374.50; I. General Business Advice 23. This category includes work related to general business issues. During the Hours: 1.10

Interim Period, the Firm, among other things, attended to budget issues. Fees: $375.00; J. Hours: 0.50

Litigation (Non-Bankruptcy) 24. This category includes work related to litigation in courts other than the

Bankruptcy Court. During the Interim Period, the Firm, among other things, reviewed and analyzed documents, and corresponded, regarding pending litigation. Fees: $1,425.00; K. Hours: 1.90

Plan and Disclosure Statement 25. This category includes work related to Plan of Reorganization ("Plan")

and Disclosure Statement issues. During the Interim Period, the Firm, among other things:

68773-002\DOCS_DE: 164987.2

(1) performed work regarding solicitation issues; (2) performed work regarding ballots; (3) attended to scheduling issues; (4) reviewed and analyzed documents; (5) attended to objection issues; (6) responded to creditor inquiries; (7) attended to notice issues; (8) reviewed and analyzed Union Oil discovery requests; (9) performed research; (10) performed work regarding Agenda Notices; (11) attended to inter-company claim issues; (12) reviewed and revised the Plan; (13) performed work regarding responding to Union Oils request for documents; (14) attended to deposition scheduling issues; (15) attended to privilege issues; (16) reviewed and analyzed objections; (17) attended to tax issues; (18) performed work regarding a confirmation brief; (19) performed work regarding witness preparation; (20) reviewed and analyzed a deposition transcript; (2 1) performed work regarding responses to Plan confirmation objections; (22) performed work regarding a joint pre-trial memorandum; and (23) conferred and corresponded regarding Plan and Disclosure Statement issues. Fees: $68,507.00; L. Hours: 127.20

Retention of Professionals--Others 26. This category includes work related to the retention of professionals, other

than the Firm. During the Interim Period, the Firm, among other things, attended to issues regarding the employment of special counsel to pursue claims. Fees: $210.00; M. Travel 27. During the Interim Period, the Firm incurred non-working time while Hours: 0.40

traveling on case matters. Such time is billed at one-half the normal rate. Fees: $3,250.00; Hours: 10.00

68773-002\DOCSDE: 164987.2

10

Valuation of Services 28. Attorneys and paraprofessionals of PSZ&J expended a total 218.90 hours

in connection with their representation of the Debtors during the Interim Period, as follows: Name of Professional Individual Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner 2000; Joined Firm 2000; Member of DE Bar since 1986 Partner 1987; Member of CA Bar since 1982 Partner 2000; Member of CA Bar since 1981 Of Counsel 1989; Member of CA Bar since 1983 Of Counsel 1988; Member of CA Bar since 1976 Partner 2004; Member of TX Bar since 1997; Member of CA Bar since 2001 Partner 2005; Member of PA Bar since 1985; Member of DE Bar since 2001 Of Counsel 2000; Member of CA Bar since 1993; Member of DE Bar since 2002 Of Counsel 2001; Member of NY Bar since 1984; Member of FL Bar since 1995 Of Counsel 1989; Member of CA Bar since 1980 Of Counsel 2008; Member of PA Bar since 1996; Member of DE Bar since 1997 Law Library Director 2003 Paralegal 2000 Paralegal 2009 Paralegal 2008 Paralegal 2000 Paralegal 2000 Hourly Billing Rate (including Changes) $855.00 $750.00 $695.00 $675.00 $650.00 $325.00 $550.00 Total Hours Billed Total Compensation

Laura Davis Jones Ira D. Kharasch David J. Barton Andrew W. Caine James K.T. Hunter Maxim B. Litvak

0.30 12.00 17.30 0.60 15.80 10.00 23.70

238.50

$ 9,000.00

$12,023.50
$

405.00

$10,270.00 $ 3,250.00 $13,035.00

James E. ONeill

$535.00 $525.00

3.70

1,979.50

Scotta E. McFarland

32.70

$17,167.50

Robert M. Saunders

$495.00

53.80

$26,631.00

William L. Ramseyer Kathleen P. Makowski

$475.00 $395.00

4.60 3.90

$ $

2,185.00 1,540.50

Leslie F. Forrester Kathe F. Finlayson Monica Molitor Shawn A. Quinlivan Louise R. Tuschak Cheryl A. Knotts

$250.00 $225.00 $225.00 $225.00 $215.00 $205.00

1.10 1 24.20 1.40 4.70 0.90 0.90

$ $ $ $ $

275.00 5,445.00 315.00 1,057.50 193.50 184.50 $

68773-002\DOCSDE:164987.2

11

Name of Professional Individual

Di n a K. Whaley Beatrice M. Koveleski Charles J. Bouzoukis Andrea R. Paul

Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Case Management Assistant 2010 Case Management Assistant 2009 Case Management Assistant 2001 Case Management Assistant 2001

Hourly Billing Rate (including Changes) $150.00 $125.00 $115.00 $115.00

Total Hours Billed

Total Compensation

0.80 0.50 3.40 2.60

$ $ $ $

120.00 62.50 391.00 299.00

Grand Total: $ 106,068.50 Total Hours: 218.90 Blended Rate: $ 484.55 29. The nature of work performed by these persons is fully set forth in

Exhibit A attached hereto. These are PSZ&Js normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtors during the Interim Period is $106,068.50. 30. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Banks. LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period September 1, 2010 through September 30, 2010, an interim allowance be made to PSZ&J for compensation in the amount of $106,068.50 and actual and necessary expenses in the amount of $14,517.15 for a total allowance of $120,585.65 and payment of $84,854.80 (80% of the allowed fees) and

68773-002\DOCSDE: 164987,2

12

reimbursement of $14,517.15 (100% of the allowed expenses) be authorized for a total payment of $99,371.95 and for such other and further relief as this Court may deem just and proper. Dated: November,23,2010 ZIEHL & JONES LLP

Tura Davis JQI{es (DE Bar No. 2436) Ira D. 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. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Counsel for Debtors and Debtors in Possession

68773-002\DOCS_DE: 164987.2

13

VERIFICATION

STATE OF DELAWARE COUNTY OF NEW CASTLE Laura Davis Jones, after being duly sworn according to law, deposes and says: a) I am a partner of the applicant law firm Pachulski Stang Ziehl & Jones

LLP, and have been admitted to appear before this Court. b) I am familiar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of PSZ&J.

C)

I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order entered on or about April 8, 2009, and submit that the Application substantially complies with such Rule and Order.

f
s Jones SWORN AND SUBSC 10. DEBRA L. YOUNG
NOTARY PUBLIC

STATE OF DELAWARE
My c:c c;: j 10, 11

My Commission Exp

68773-002\DOCS_DE: 164987.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: )
)

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

Objections Deadline: December 13, 2010 at 4:00 p.m.

PACIFIC ENERGY RESOURCES LTD., etal., ) ) Debtors. )

)

NOTICE OF FILING OF FEE APPLICATION TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel to the Official Committee of Unsecured Creditors (the "Notice Parties") Pachuiski Stang Ziehi & Jones LLP ("PSZJ"), counsel 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 Pachuiski Stang Ziehl & Jones LLP as Counsel to the Debtors and Debtors in Possession, for the Period from September 1, 2010 through September 30, 2010, seeking compensation for services in the amount of $106,068.50 and reimbursement of costs incurred in the amount of $14,517.15 (the "Application"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Administrative Order Under 11 U.S.C. 105(a) and 331

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Committee Members [Docket No. 147] (the "Administrative Order") and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, and received by no later than 4:00 p.m. (Eastern Time) on December 13, 2010 (the "Objection Deadline")

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); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Objections or other responses to the Application, if any, must also be served so that they are received not later than December 13, 2010 at 4:00 p.m. prevailing Eastern time, by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP & CFO and(2) Zolfo Cooper, 1166 Sixth Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director; (b) counsel to the Debtors, (1) Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19899-8705, Attn: James E. ONeill, Esq.; Fax: 302-652-4400, e-mail: joneill@pszjlaw.com and (2) Pachulski Stang Ziehi & Jones LLP, 10100 Santa Monica Blvd., I 1h Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760, e-mail: ikharash@pszjlaw.com (c) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: Joseph McMahon, Esq. and (d) counsel for the Official Committee of Unsecured Creditors (the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail: kpiper@steptoe.com and (2) Pepper Hamilton LLP, Hercules Plaza, Ste 5100, 1313 N. Market Street, Wilmington, DE 19801; Attn: James C. Carignan, Esq., Fax: (302) 421-8390, e-mail: i can gnan(pepperlaw.com (the "Notice Parties")

PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant 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 further order of the Bankruptcy Court. Dated: November 23, 2010 PACHULSKI STANG ZIEHL & JONES LLP

IaD.Kharasch (CA Bar No. 109084) Sbetta E. McFarland (DE Bar No. 4184, CA Bar No. 165391) Robert M. Saunders (CA Bar No. 226172) James E. ONeill (DE Bar No. 4042) Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com smcfarland@pszjlaw.com rsaunders@pszjlaw.com joneill@pszilaw.com kmakowski@pszaaw.com Counsel for Debtors and Debtors in Possession.
68773-002\DOCSDE: 165615.1

EXHIBIT A

PACHULSKI STANG ZIEHL & JONES LLP

10100 Santa Monica Boulevard 11th Floor Los Angeles, CA 90067

September 30, 2010 Invoice Number 91944 68773 00002 IDK

Gerry Tywoniuk 111 W. Ocean Blvd. ste. 1240 Long Beach, CA 90802
Balance forward as of last invoice, dated: September 30, 2010 A/R Adjustments Net balance forward Re: Post Petition
Statement of Professional Services Rendered Through

$318,374.90 -$117,206.54 $201,168.36

09/30/2010 Hours Rate Amount

Asset AnalysisfRecoverylB1201 09/23/10 IDK Emails with attorneys, client re potential preference action vs Marathon and conflict by Pepper Hamilton re same, and impact on settlement of claim of Marathon. Review preference data to evaluate various potential preferences, and emails with I. KaraschlM. Litvak thereon. Emails with A. Caine, others, and client re payment history and re need for preference analysis against entities whom Pepper has conflict, including forwarding analysis to a. Caine for same, and result of same (6). Emails re preference claims against Committee members. Emails with client and others re Marathon settlement issues 0.30 750.00 $225.00

09/24/10 09/24/10

AWC IDK

0.60 0.60

675.00 750.00

$405.00 $450.00

09/24/10 09/27/10

MBL IDK

0.20 0.20

550.00 750.00

$110.00 $150.00

Task Code Total

1.90

$1,340.00

Asset Disposition 1B1301 09/24/10 DJB Analysis of DE dissolution and abandonment rules; Telephone conference with M. Litvak and R. Saunders re same. 2.50 695.00 $1,737.50

Task Code Total

2.50

$1,737.50

Invoice number 91944

68773 00002

Page 2

Bankruptcy Litigation 1L4301 09/01/10 09/02/10 09/02/10 09/02/10 09/03/10 09/03/10 09/03/10 KFF SEM KPM KPM IDK KFF SEM Draft agenda for October 12 confirmation hearing, including preparing documents for hearing binders Email communications with Kathie Shahan and Jennifer Kuritz regarding the preference action against MMS Review and respond to email from James E. ONeill regarding omnibus dates Draft emails to Chambers regarding omnibus dates Emails with attorneys re upcoming possible omnibus dates. Draft, serve and e-file Certification of Counsel regarding new omnibus hearing dates Review cert of counsel and order re omnibus hearing dates and email to Kitty Makowski re including the change of hearing date for the Oct hearing Draft emails to James E. ONeill and Maxim B. Litvak regarding omnibus dates Review and respond to email from Chambers regarding omnibus dates Review and respond to email from J. Carrigan (Pepper) regarding omnibus dates Draft email to Kathe Finlayson regarding certification of counsel and order for omnibus dates Prepare service documents for omnibus hearing scheduling order Serve order scheduling new omnibus hearing dates, including drafting affidavit of service for e-filing with Court E-file and serve Notice of Change of October omnibus hearing date and time, including drafting affidavit of service Review Notice of changed hearing date Review critical dates memo Review order setting omnibus hearing dates Revise critical dates memo to reflect additional discovery deadlines Calls with J. Hunter and K. Piper re document production. Prepare documents for hearing binders for October 12 hearing Responding to Bob Hume inquiry regarding settlement authority on preference action Calls with J. Hunter rediscovery issues; emails re same. Revise agenda for October 12 hearing and additional documents for hearing binders Call/emails with J. Carignan re Alaska issues. Review Ford notice Prepare hearing notebook for hearing on 10/12/2010. $405.00 $52.50 $39.50 $79.00 $75.00 $157.50 $52.50

1.80 0.10 0.10 0.20 0.10 0.70 0.10

225.00 525.00 395.00 395.00 750.00 225.00 525.00

09/03/10 09/03/10 09/03/10 09/03/10 09/05/10 09/07/10

KPM KPM KPM KPM KFF KFF

0.20 0,10 0.10 0.10 0.50 0.70

395.00 395.00 395.00 395.00 225.00 225.00

$79.00 $39.50 $39.50 $39.50 $112.50 $157.50

09/07/10

KFF

0.80

225.00

$180.00

09/07/10 09/07/10 09/07/10 09/11/10 09/14/10 09/15/10 09/15/10 09/17/10 09/22/10 09/22/10 09/27/10 09/28/10

JEO JEO KPM KFF MBL KFF SEM MBL KFF MBL JEO ARP

0.20 0.20 0.10 0.50 0.40 0.80 0.10 0.50 0.80 0.30 0.20 2.60 12.30

535.00 535.00 395.00 225.00 550.00 225.00 525.00 550.00 225.00 550.00 535.00 115.00

$107.00 $107.00 $39.50 $112.50 $220.00 $180.00 $52.50 $275.00 $180.00 $165.00 $107.00 $299.00 $3,353.00

Task Code Total

Invoice number 91944

68773 00002

Page 3

Case Administration FBI 101 09/01/10 09/02/10 09/03/10 09/07/10 09/08/10 09/09/10 09/13/10 09/13/10 09/14/10 09/15/10 09/16/10 09/17/10 09/17/10 09/17/10 09/18/10 09/20/10 09/22/10 09/25/10 09/27/10 09/28/10 09/28/10 09/29/10 09/30/10 $391.00 $180.00 $20.50 $15.00 $202.50 $15.00 $20.50 $12.50 $15.00 $110.00 $15.00 $180.00 $12.50 $15.00 $157.50 $15.00 $157.50 $112.50 $12.50 $12.50 $15.00 $12.50 $15.00

CJB KFF CAK DKW KFF DKW CAK BMK DKW MBL DKW KFF BMK DKW KFF DKW KFF KFF BMK BMK DKW BMK DKW

Maintain document control. Review recently filed pleadings and draft critical dates memo Review documents and organize to file. Coordinate and distribute pending pleadings to clients and legal team. Review recently filed documents and orders and draft critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review document and organize to file Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Miscellaneous case emails. Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and recently filed documents and draft critical dates memo Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Review additional pleadings filed and revise critical dates memo Coordinate and distribute pending pleadings to clients and legal team. Review updated docket and draft critical dates memo Revise and circulate critical dates memo Prepared daily memo narrative and coordinated client distribution. Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team. Prepared daily memo narrative and coordinated client distribution. Coordinate and distribute pending pleadings to clients and legal team.

3.40 0.80 0.10 0.10 0.90 0.10 0.10 0.10 0.10 0.20 0.10 0.80 0.10 0.10 0.70 0.10 0.70 0.50 0.10 0.10 0.10 0.10 0.10

115.00 225.00 205.00 150.00 225.00 150.00 205.00 125.00 150.00 550.00 150.00 225.00 125.00 150.00 225.00 150.00 225.00 225.00 125.00 125.00 150.00 125.00 150.00

Task Code Total

9.50

$1,714.50

Claims Admin/ObjectionslB310l

Invoice number 91944

09/01/10 09/01/10 JKH SEM

68773

00002 0.10 0.30 650.00 525.00

Page 4
$65.00 $157.50

Emails, office conference with Scotta E. McFarland regarding Rosecrans stipulation, 9019 motion. Conference with Jim Hunter regarding the procedure for the resolution of the Rosecrans claims(.2);Email communicaitons with Jamie ONeill re same(. 1) Emails from, to Tywoniuk regarding Rosecrans stipulation issues (.5); email Piper and office conference with Scotta E. McFarland regarding same (.1). Drafting the General Petroleum Stip re resolution of claim no. 505 Email to Jennifer Kuritz and Gerry Tywoniuk regarding the GP Stip Email to Jim Carignan regarding the GP Stip as it relates to preference actions Email communicaitons with Max Litvak regarding the GP Stip Revise GP Stip re Max Litvaks comments Email to Max Litvak, Jennifer Kuritz and Gerry Tywoniuk regarding the revised GP Stip reflecting Maxs comments Review/comment on stipulation with General Petroleum. Emails from Katz, to Scotta E. McFarland regarding Rosecrans issues (.2); emails Piper, Katz regarding revisions to proposed Rosecrans stipulation (3). Emails with client re 503(b)(9) claims; follow up re claims issues. Respond to Rosecrans inquiry. Emails Scotta E. McFarland, Piper regarding Rosecrans settlement issues (.2); email Katz regarding same (.1). Email communications with Jim Hunter and Katie Nownes regarding Rosecrans claims Review revisions to GP Stip by Jim Carignan and email communication with him re same Email communications with Myra Kulick regarding changes to GP Stip Email to Ashley Stitzer, attorney for GP, re GP Stip Telephone conferences with Cervi re case status and confirmation issues re administrative claims (.2). Follow-up with Lyn Wolf regarding the letter to the MMS Wyoming Emails with attorneys re status and Marathon claim issues, and Union deposition notice. Calls/emails with K. Mangan, K. Piper and client re Marathon claims. Review further revisions of OP stip made by GE counsel Review e-mails with re Marathon claim settlement offer Email communications with Max Litvak regarding the Marathon Stip and the Alaska Stip Call with K. Mangan re Marathon claims; follow up with client re same. Draft emails to Maxim B. Litvak regarding inquiry from

09/02/10

JKH

0.60

650.00

$390.00

09/02/10 09/02/10 09/02/10 09/02/10 09/02/10 09/02/10 09/02/10 09/07/10

SEM SEM SEM SEM SEM SEM MBL JKH

2.80 0.10 0.10 0.10 0,10 0.10 0.20 0.50

525.00 525.00 525.00 525.00 525.00 525.00 550.00 650.00

$1,470.00 $52.50 $52.50 $52.50 $52.50 $52.50 $110.00 $325.00

09/07/10 09/07/10 09/08/10 09/08/10 09/08/10 09/08/10 09/08/10 09/09/10 09/09/10 09/10/10 09/10/10 09/13/10 09/14/10 09/14/10 09/14/10 09/14/10

MBL MBL JKH SEM SEM SEM SEM IDK SEM IDK MBL SEM IDK SEM MBL KPM

0.20 0.20 0.30 0.10 0.10 0.10 0.10 0.20 0.10 0.30 0.40 0.10 0.10 0.10 0.30 0.20

550.00 550.00 650.00 525.00 525.00 525.00 525.00 750.00 525.00 750.00 550.00 525.00 750.00 525.00 550.00 395.00

$110.00 $110.00 $195.00 $52.50 $52.50 $52.50 $52.50 $150.00 $52.50 $225.00 $220.00 $52.50 $75.00 $52.50 $165.00 $79.00

Invoice number 91944

68773 00002

Page 5

Era Aeration on claim status 09/16/10 JKH Emails, telephone conferences with Tywoniuk and Katz regarding Rosecrans settlement (.4); emails to, from Piper regarding same (.1). Review revised Alaska stipulation; emails re same. Emails to, from Piper regarding Rosecrans settlement agreement status. Telephone conference with Amy Pope, in-house defense counsel at Zurich, regarding Aparicio personal injury case Email exchange with M Litvak regarding Aparicio personal injury case Email exchange with G Tywoniuk regarding Aparicio personal injury lawsuit Drafting order approving motion seeking approval of the stip with Alaska regarding resolution of Alaska claims Drafting Motion to Approve the Stip with Alaska regarding resolution of Alaska claims Review local rules re notice period re motion with no hearing and email exchange with Gerry Tywoniuk and Max Litvak regarding the filing of the Motion to Approve the Stip with Alaska Email exchange with Jamie ONeill regarding the notice period for a 21 day motion Email communications with Max Litvak regarding the Alaska Stip and the Motion to Approve same Review current draft of Alaska Stip and email Max Litvak re questions Communications with DE office re filing and service of the Motion for Approval of the Alaska Stip Telephone conference with Max Litvak regarding resolution of Alaska claims Coordination with Kitty Makowski re filing and service of the Motion for Approval of the Alaska Stip Review the Admin claim received from Kern County and email to Jennifer Kuritz for review and comment Email communications with Max Litvak regarding the KERN County Admin Claim Revise order on Motion to Approve Alaska Stip per Max Litvaks comments Calls/emails re Alaska stipulation; revisions to stipulation. Revise motion to approve Alaska stipulation. Review Kern County claim; emails re same. Emails with SEM regarding Alaska settlement motion. Email exchange with G Tywoniuk and J Kuritz regarding contact person for Amy Pope and emailed Amy Pope, in-house counsel at Zurich, who is defending Aparicio personal injury lawsuit in California state court now (stay against insurance policy had been lifted) Email exchange with 0 Tywoniuk and J Kuritz regarding Aparicio 0.50 650.00 $325.00

09/17/10 09/20/10 09/20/10 09/20/10 09/20/10 09/21/10 09/21/10 09/21/10

MBL JKH RMS RMS RMS SEM SEM SEM

0.40 0.20 0.20 0.20 0.20 0.40 4.10 0.20

550.00 650.00 495.00 495.00 495.00 525.00 525.00 525.00

$220.00 $130.00 $99.00 $99.00 $99.00 $210.00 $2,152.50 $105.00

09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10

SEM SEM SEM SEM SEM SEM SEM SEM SEM MBL MBL MBL JEO RMS

0.10 0.10 0.10 0.10 0.10 0.20 0.10 0.10 0.10 1.00 1.80 0.20 0.20 0.20

525.00 525.00 525.00 525.00 525.00 525.00 525.00 525.00 525.00 550.00 550.00 550.00 535.00 495.00

$52.50 $52.50 $52.50 $52.50 $52.50 $105.00 $52.50 $52.50 $52.50 $550.00 $990.00 $110.00 $107.00 $99.00

09/21/10

RMS

0.20

495.00

$99.00

Invoice number 91944

09/21/10 09/21/10 09/21/10 09/22/10 RMS KPM KPM JKH

68773

00002

Page 6
0.10 0.20 1.60 0.20 495.00 395.00 395.00 650.00 $49.50 $79.00 $632.00 $130.00

Email A Pope re Pacific Energy contract regarding Aparicio state case Review and respond to emails from Scotta E. McFarland regarding filing and service of Alaska 9019 motion Address filing and service of Alaska 9019 settlement motion Emails to, from Katz regarding Rosecrans claim settlement (.1); emails from, to Kuritz regarding Union claim, lender teleconference (.1). Drafting stipulation regarding the resolution of the claims of Marathon Oil(3.2) and email communications with Max Litvak re same(. l) Revise General Petroleum Stip Email communications with Jennifer Kuritz regarding the KERN County claim Consideration and analysis of issues raised by KERN County late filed admin claim Review email from committee counsel re Alaska stip and email communication with Max Litvak re same Email to Max Litvak regarding the changes to the OP Stip Email to Jim Carignan regarding changes made to the GP Stip Emails to Ashley Stitzer regarding the GP Stip and changes thereto Email exchange with Leslie Forrester regarding research on the KERN county tax claim Review revised stipulation with General Petroleum. Begin review re results of research re issues with Kern County claim Email communications with Ashley Stitzer regarding the final OP Stip Review revised Marathon stip(.1);Email to Max Litvak re my comments on revisions Revisions to stipulation with Marathon. Emails to, from Katz, Scotta E. McFarland regarding Rosecrans settlement 9019 motion. Telephone conference with Jim Carignan regarding settlement of Marathon claims Review the cirtical dates memo and email Max Litvak a question re same Checking with Mike Mills regarding the status of the CIRI admin claim scheduled for hearing on Oct. 12th Email communications with Max Litvak regarding the Committee review and approval of the Marathon Stip Email exchange with Jim Carignan regarding the Marathon Stip Review further revisions to the OP Stip and email to Ashley Stitzer re same Consider revisions made to GP stip by OP counsel and revise stip further

09/22/10

SEM

3.30

525.00

$1,732.50

09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/23/10 09/23/10 09/23/10 09/23/10 09/26/10 09/27/10 09/27/10 09/27/10 09/27/10 09/27/10 09/27/10 09/28/10

SEM SEM SEM SEM SEM SEM SEM SEM MBL SEM SEM SEM MBL JKH SEM SEM SEM SEM SEM SEM SEM

0.50 0.10 0.20 0.10 0.10 0.10 0.10 0.10 0.20 0.20 0.10 0.20 1.50 0.20 0.10 0.10 0.10 0.10 0.10 0.10 0.20

525.00 525.00 525.00 525.00 525.00 525.00 525.00 525.00 550.00 525.00 525.00 525.00 550.00 650.00 525.00 525.00 525.00 525.00 525.00 525.00 525.00

$262.50 $52.50 $105.00 $52.50 $52.50 $52.50 $52.50 $52.50 $110.00 $105.00 $52.50 $105.00 $825.00 $130.00 $52.50 $52.50 $52.50 $52.50 $52.50 $52.50 $105.00

Invoice number 91944

09/28/10 SEM

68773 00002 0.20 525.00

Page 7
$105.00

Email communications with Gerry Tywonick, Jennifer Kuritz and Max Litvak regarding the final changes to the GP Stipulation Email communications with Katherine Piper regarding the status of the claims resolutions Email communications with Jennifer Kuritz regarding her review of filed and secheduled claims Email exchange with Jennifer Kuritz regarding the status of the CIRI and MMS admin claims Follow up re Marathon stipulation. Email communications with Mike Mills re withdrawal of the CIRI Admin claim Email communications with DE office regarding the resolution of the CIRI admin claim Attention to getting GP stip ready for filing and communications with DE office re same Email communication with Katie Nownes regarding a list of unresolved filed claims Review list of pending claims and email to Jennifer Kuritz re same Email to Katherine Piper regarding the filed claims that have not been resolved Research then draft the certification of counsel regarding the stipulation settling the claims objection with General Petroleum then draft order and prepare for filing Revise Marathon stipulation; emails re same. Review stipulation and certification of counsel regarding Claim No. 505 (General Petroleum) Draft email to James E. ONeill regarding stipulation resolving objections to General Petroleum claim

09/28/10 09/28/10 09/28/10 09/28/10 09/29/10 09/29/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10

SEM SEM SEM MBL SEM SEM SEM SEM SEM SEM LT

0.10 0.10 0.10 0.20 0.10 0.10 0.20 0.10 0.10 0.20 0.90

525.00 525.00 525.00 550.00 525.00 525.00 525.00 525.00 525.00 525.00 215.00

$52.50 $52.50 $52.50 $110.00 $52.50 $52.50 $105.00 $52.50 $52.50 $105.00 $193.50

09/30/10 09/30/10 09/30/10

MBL JEO KPM

0.70 0.40 0.10

550.00 535.00 395.00

$385.00 $214.00 $39.50

Task Code Total

32.40

$17,073.50

Compensation Prof. 1B1601 09/01/10 09/01/10 09/01/10 09/05/10 09/10/10 09/10/10 09/10/10 09/12/10 09/17/10 09/17/10 CAK IDK SEM WLR CAK KFF LDJ KFF IDK WLR Review and update July Fee Application. Emails with attorneys re issues raised in fee auditor report. Work on gathering responses to Fee Auditor Initial Report on 5th Interim Fee App Draft 7th quarterly fee application Edit July Fee Application; coordinate posting, filing and service of same. Prepare PSZ&Js July fee application for e-fiilng and service, including drafting Notice and Affidavit of Service Review and finalize interim fee application (July 20 10) Draft certification of no objection for PSZ&Js July fees Review and revise August prebill Prepare Aug. 2010 fee application 0.50 0.20 0.80 0.50 0.20 0.90 0.30 0.50 0.40 0.80 205.00 750.00 525.00 475.00 205.00 225.00 795.00 225.00 750.00 475.00 $102.50 $150.00 $420.00 $237.50 $41.00 $202.50 $238.50 $112.50 $300.00 $380.00

Invoice number 91944

09/22/10 IDK

68773 00002

Page 8
0.30 750.00 $225.00

E-mails with attorneys re fee auditors final report on 5th quarterly and briefly review same, and consider how to respond. Draft Aug. 2010 fee application Review and revise Aug. 2010 fee application

09/29/10 WLR 09/29/10 WLR

2.60 0.70 8.70

475.00 475.00

$1,235.00 $332.50 $3,977.00

Task Code Total

Comp. of Prof./Others 09/01/10 09/09/10 09/09/10 09/09/10 09/12/10 09/14/10 09/15/10 09/15/10 09/16/10 09/16/10 09/18/10 09/20/10 09/21/10 09/22/10 09/24/10 09/24/10 09/24/10 09/25/10 09/28/10 09/28/10 KFF KFF KFF JEO KFF SEM KFF KFF KFF KFF KFF KFF SEM KFF SEM JEO MM KFF JEO MM $90.00 $202.50 $112.50 $107.00 $180.00 $52.50 $202.50 $112.50 $180.00 $112.50 $180.00 $135.00 $52.50 $112.50 $52.50 $214.00 $90.00 $292.50 $160.50 $90.00

Revise Notice of 4th Quarter fee hearing and exhibit chart Prepare July fee application for Schully fore-filing and service, including drafting Notice and Affidavit of Service Draft certification of no objection for Schullys July fees Review Schully July 2010 fee app Draft chart for 5th quarter fee hearing Email communications with Marie lee and Kathe Finlayson regarding filing of Rutans 17th monthly Prepare Rutans July fee application fore-filing and service, including drafting affidavit of service Draft certification of no objection for Rutans July fees Prepare Rutans August fee application for e-filing and service, including drafting affidvit of service Draft certification of no objection for Rutans August fees Draft fee portion of agenda for 5th quarter fees, including organizing documents for hearing binders Update exhibit chart for proposed order for 4th quarter fees to reflect additional fee auditor reports filed Forwarding the Fee Auditors Final reports on 4th Interim Fee Apps to various professionals Revise proposed omnibus order and agenda for fourth quarterly fee applications Email exchange with James ONeill regarding the Notice of the Fee App Hearing Finalize fee notice for October 12, 2010 hearing Finalize, file, and perfect service of omnibus notice of fee hearing Update 4th & 5th quarter fee charts and agendas Review status of fee order Email from Zolfo Cooper re fee auditor final report and COC re Zolfo Cooper 4th iterim fee application (.1); coordinate filing and service re same (3)

0.40 0.90 0.50 0.20 0.80 0.10 0.90 0.50 0.80 0.50 0.80 0.60 0.10 0.50 0.10 0.40 0.40 1.30 0.30 0.40

225.00 225.00 225.00 535.00 225.00 525.00 225.00 225.00 225.00 225.00 225.00 225.00 525.00 225.00 525.00 535.00 225.00 225.00 535.00 225.00

Task Code Total

10.50

$2,731.50

Financial Filings IBIIO!

Invoice number 91944

09/29/10 JEO 09/29/10 KPM

68773 00002 0.30 0.10 0.10 0.60 535.00 395.00 395.00 225.00

Page 9
$160.50 $39.50 $39.50 $135.00

Review Monthly Operating Report Review and respond to email from L. Martinez (Pac Energy) regarding August monthly operating reports Review and respond to email from Monica Molitor regarding filing August monthly operating reports Email from J. ONeill re August operating reports (.1); collate, and coordinate filing and service re same (.5)

09/29/10 KPM 09/29/10 MM

Task Code Total

1.10

$374.50

General Business Advice 1B4101 Emails with Laura M re budget and my estimate for fees and brief review of same. E-mails with client re memo and documents to Board re budget status and distribution status 0.30 0.20 750.00 750.00 $225.00 $150.00

09/10/10 IDK 09/17/10 IDK

Task Code Total

0.50

$375.00

Litigation (Non-Bankruptcy) Emails with client and Austin re need for further information re Cypress action and timing of noticing plaintiff. Finalize correspondence to plaintiffs re Cypress litigation and re bar date and plan confirmation (3); Emails with client re same and a 3d plaintiff (.2). E-mails with Austin office, counsel to Company re Cypress litigation re new information, compare to prior information, and need for new information, and review of same (.4); E-mails with client re same (.1) E-mails with Gerry re Cypress litigation E-mails with attorneys and client re various state court litigation. E-mails with G. Downing re need for new letter to Cypress plaintiff with Greek lettering-address (.2). Review letter to Cypress plaintiff and address issue and execute same 0.30 750.00 $225.00

09/01/10 IDK

09/13/10

IDK

0.50

750.00

$375.00

09/14/10

IDK

0.50

750.00

$375.00

09/15/10 09/20/10 09/21/10 09/22/10

IDK IDK IDK IDK

0.10 0.10 0.20 0.20

750.00 750.00 750.00 750.00

$75.00 $75.00 $150.00 $150.00

Task Code Total

1.90

$1,425.00

Plan & Disclosure Stmt. [B3201 09/01/10 SEM Email communications with Katie Nownes of Omni, Shawn Quinlivan and Max Litvak regarding the service of the solicitation package Attn. to service of the solicitation packages 0.10 525.00 $52.50

09/01/10 SEM

1.20

525.00

$630.00

Invoice number 91944

09/01/10 09/01/10 09/02/10 09/02/10 09/02/10 09/02/10 MBL SAQ SEM SEM SEM SEM

68773

00002 0.20 3.60 0.10 0.10 0.10 0.10 550.00 225.00 525.00 525.00 525.00 525.00

Page 10
$110.00 $810.00 $52.50 $52.50 $52.50 $52.50

Follow up re plan solicitation; miscellaneous items. Coordinate service of plan, disclosure statement, ballots and notices Checking with OMNI regarding the proofs of service of the solicitation packages Review Omni proof of service re solicitation packages and email communications with Katie Nownes re same Email communications with Shawn Quinlivan regarding verification of service of the solicitation packages Email communication with Kathe Finlayson regarding the filing of the proofs of service for the solicitation packages and the notices of non-voting status Email communications with Max Litvak regarding the drafting of the confirmation brief, the order and Tywoniuks declaration Review Certificates of Service re service of plan, disclosure statement, ballots and notices Prepare three affidavits of service of claims agent regarding Disclosure Statement and Solicitation materials for e-filing with Court Emails and telephone conferences with Katz,, counsel to Rosecrantz Energy re its issues on plan (2); Emails with M. Litvak re same (.1). Checking with Kitty Makowski and Jamies ONeill regarding notice of the changed Oct. hearing date Email communications with Katie Nownes re service of solicitation package Review plan solicitation package. Review of relevant materials for drafting responses to Unions expected objection to plan confirmation Emails with creditor and M. Litvak re its plan and voting issues. Respond to creditor inquiries re plan. Prepare Notice of Non-Voting Status re Plan fore-filing with Court Prepare Notice of Confirmation Hearing fore-filing with Court Email communications with Shawn Quinlivan and Kathe Finlayson regarding the filing of the confirmation hearing notice and the notice of non-voting status Email communications with Katie Nownes regarding the notices that were sent to the creditors re the plan confirmation Review notice of PEAO deposition and email Ira D. Kharasch, Max B. Litvak regarding same. Email exchange with J Hunter regarding Union discovery notice Respond to R. Saunders re dissolution of PEAO. Telephone conferences and emails with M. Litvak re handling of contested confirmation hearing, and related discovery propounded by Union Oil and how to respond,

09/02/10

SEM

0.10

525.00

$52.50

09/02/10 09/03/10

SAQ KFF

0.70 0.60

225.00 225.00

$157.50 $135.00

09/07/10

IDK

0,30

750.00

$225.00

09/07/10 09/07/10 09/07/10 09/07/10 09/08/10 09/08/10 09/10/10 09/10/10 09/10/10

SEM SEM MBL RMS IDK MBL KFF KFF SEM

0.10 0.10 0.20 1.50 0.20 0.20 0.40 0.40 0.10

525.00 525.00 550.00 495.00 750.00 550.00 225.00 225.00 525.00

$52.50 $52.50 $110.00 $742.50 $150.00 $110.00 $90.00 $90.00 $52.50

09/10/10

SEM

0.10

525.00

$52.50

09/12/10 09/12/10 09/13/10 09/13/10

JKH RMS DJB IDK

0.20 0.10 1.50 0.70

650.00 495.00 695.00 750.00

$130.00 $49.50 $1,042.50 $525.00

Invoice number 91944

68773

00002

Page 11

and Union feedback to our initial demands, including brief review of massive document request (.4); further telephone conferences and emails with attorneys re Union further refusal and feedback on resolving disputes and discovery, and resolving location of deposition (3). 09/13/10 09/13/10 JKH KFF Emails to, from Max B. Litvak regarding Union discovery. Respond to request for pdf of amended Disclosure Statement, Amended Plan and Disclosure Statement Order from Max Litvak for James Hunder and forward same Responding to inquiry from Jennifer Kuritz regarding the ballot PERL received Review Union deposition notice; document requests (0.4); emails/calls re same (1.3). Review/analyze Union plan issues; calls re same. Review document request from Union Oil and forward to Max and Scotta Email exchange with M Lirvak regarding Union discovery request Email exchange with Mike Jungreis regarding Trading Bay interests (if left in dissolved PEAO) Telephone conference with M Litvak regarding Unions expected confirmation objection Research for response to Unions expected confirmation objection Email exchange with D Barton and M Litvak regarding expected plan confirmation objection from Union (detailed emails exchanged) Interoffice conference with M. Litvak re plan terms. E-mails with attorneys and client re further issues on Union discovery to confirmation (.2); E-mails with attorneys, client re result of preference recoveries for plan distribution (.1) Telephone conference with Elder regarding response to Plan discovery (.2); emails Max B. Litvak, Tywoniuk regarding deposition scheduling (.2); telephone conferences and emails Mark Wang regarding document production and telephone call from Max B. Litvak regarding privilege issue (.4). Update draft agenda for confirmation hearing Gathering information to respond to inquiry from Bob Hume re Era Aviation Email communications with Bob Hume re Era Aviation claim and voting positition Emails re Union discovery. Call with R. Saunders and D. Barton re plan issues; emails re same. Prepare for call with D. Barton. Locating PEAO LLC Operating Agreement and emailing it to D Barton and M Litvak Review plan re treatment of inter-compnay claims and prepare email memo to S. McFarland re same 0.10 0.40 650.00 225.00 $65.00 $90.00

09/13/10 09/13/10 09/13/10 09/13/10 09/13/10 09/13/10 09/13/10 09/13/10 09/13/10

SEM MBL MBL JEO RMS RMS RMS RMS RMS

0.10 1.70 1.00 0.20 0.20 0.20 0.20 1.10 0.30

525.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00 495.00

$52.50 $935.00 $550.00 $107.00 $99.00 $99.00 $99.00 $544.50 $148.50

09/14/10 09/14/10

DJB IDK

0,50 0.30

695.00 750.00

$347.50 $225.00

09/14/10

JKH

0.80

650.00

$520.00

09/14/10 09/14/10 09/14/10 09/14/10 09/14/10 09/14/10 09/14/10 09/14/10

KFF SEM SEM MBL MBL MBL RMS SAQ

0.80 0.20 0.10 0.30 0.50 0.40 0.30 0.40

225.00 525.00 525.00 550.00 550.00 550.00 495.00 225.00

$180.00 $105.00 $52.50 $165.00 $275.00 $220.00 $148.50 $90.00

Invoice number 91944

09/15/10 09/16/10 09/16/10 09/16/10 DJB DJB IDK JKH Revise plan.

68773 00002 2.00 3.00 0.20 1.20 695.00 695.00 750.00 650.00

Page 12
$1,390.00 $2,085.00 $150.00 $780.00

Revise plan to reflect corporate and LLC mechanics. E-mails with attorneys re plan issues and new language from CIPL re confirmation Preparation for, conference call with Tywoniuk and Kuritz regarding Union documents requests, response issues (3); review Alaska tax documents (3); emails from, to Tywoniuk, Crichlow regarding scheduling Tywoniuk deposition (.2). Emails with D. Barton re plan issues. Review Union/CIPL insert; revise insert. Telephone conference and e-mails with M. Litvak, others re confirmation hearing coordination and Union discovery Review plan/disclosure documents regarding privileged documents and telephone conferences, emails Wang regarding production of same (1.4); review business interruption documents (.5); emails, telephone conferences with Max B. Litvak, Tywoniuk, Crichlow regarding scheduling deposition, amended notice of same (.4). Calls with G. Tywoniuk and I. Kharasch re plan issues. Review D. Barton revisions to plan. Emailed Union depo notice to J Hunter Review of critical dates memorandum (0.1) and related email exchange with M Litvak regarding objection / response dates for plan confirmation (0.1) E-mails with attorneys re more proposed plan changes by various creditors (.2). Telephone conference with Wang regarding Union document production issues (.2); emails Crichlow, Elder regarding same (.2); emails, office conference with Mary de Leon regarding travel for Tywoniuk deposition (.2). Review UnionlCIPL revised insert; emails re same. Review of Forest Oil objection to Disclosure Statement (related to plan confirmation) Review of Union objection to Disclosure Statement (related to plan confirmation) Research for response to expected confirmation objection of Forest Oil (based on objection to Disclosure Statement) and review of docket items for response Telephone conference with M. Litvak re revisions to plan. Telephone conferences, email Elder regarding Union documents and complete service of same. Emails with R. Saunders re Forest Oil issues. Review of Forest Oil materials and emailed Max regarding potential objection to confirmation (detailed email). Research for response to expected Union objection to confirmation Email exchange with G Tywoniuk regarding Forest Oils expected objection to confirmation Email exchange with M Litvak regarding Forest Oils expected objection to confirmation

09/16/10 09/16/10 09/17/10 09/17/10

MBL MBL IDK JKH

0.10 0.30 0.30 2.30

550.00 550.00 750.00 650.00

$55.00 $165.00 $225.00 $1,495.00

09/17/10 09/17/10 09/17/10 09/19/10

MBL MBL RMS RMS

0.40 0.30 0.10 0.20

550.00 550.00 495.00 495.00

$220.00 $165.00 $49.50 $99.00

09/20/10 09/20/10

IDK JKH

0.20 0.60

750.00 650.00

$150.00 $390.00

09/20/10 09/20/10 09/20/10 09/20/10

MBL RMS RMS RMS

0.20 0.40 0.40 2.50

550.00 495.00 495.00 495.00

$110.00 $198.00 $198.00 $1,237.50

09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10

DJB JKH MBL RMS RMS RMS RMS

0.20 0.40 0.30 1.00 1.00 0.20 0.20

695.00 650.00 550.00 495.00 495.00 495.00 495.00

$139.00 $260.00 $165.00 $495.00 $495.00 $99.00 $99.00

Invoice number 91944

09/21/10 09/21/10 RMS RMS

68773

00002

Page 13
0.20 1.20 495.00 495.00 $99.00 $594.00

Voicemail to J Lewin of Skadden regarding Forest Oil and related email exchange Review of Beta Sale Order, Final DIP Financing Order, proposed Plan and related materials regarding contentions of Forest Oil (for response to expected confirmation objection) Additional work for response to expected confirmation objection from Union, including review of Alaska law Telephone conference with M. Litvak re plan. Emails from, to Max B. Litvak regarding Alaska stipulation and review same in preparation for Tywoniuk deposition (3); telephone call from Elder regarding Tywoniuk deposition, document production (.2); emails from, to Max B. Litvak, Carignan regarding Union documents (.2). Revise agenda and documents for confirmation hearing Call with D. Barton re plan revisions; follow up emails with R. Saunders re same. Email exchange with M Litvak regarding response to expected confirmation objections Email exchange with D Barton regarding dissolution of Debtors under chapter 11 plan Drafting response to expected objection to confirmation by Forest Oil, including review of relevant materials Email exchange with lenders counsel Jordan Litwin regarding Forest Oil Legal research re: Tax penalties postpetition. Telephone call with J. Dulic (McMillan) regarding plan ballots Draft email to James E. ONeill regarding McMillan plan ballots Draft email to Epiq regarding McMillan plan ballots Respond to R. Saunders re plan changes. Continued analysis of plan provisions re dissolution and potential liability of plan representative. Preparation for Tywoniuk deposition (1.4); emails from, to Marinuzzi regarding deposition timing (.1). Gathering information for the Plan confirmation brief (.6);Begin drafting brief(S) Emails re dissolution issues. Email exchanges with D Barton and M Litvak regarding proposed revised plan terms on dissolution of Debtors Review of Union objection to Disclosure Statement and related materials for drafting response to expected confirmation objection Research regarding dissolution of LLCs and corporations Review of research regarding dissolution of LLCs and corporations and related materials (for plan purposes) Legal research re: Tax penalties postpetition. Draft emails to K. Nownes (Epiq) regarding McMillan

09/21/10 09/22/10 09/22/10

RMS DJB JKH

1.40 0.30 0.70

495.00 695.00 650.00

$693.00 $208.50 $455.00

09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/22/10 09/23/10 09/23/10 09/23/10 09/23/10 09/23/10 09/23/10 09/23/10

KFF MBL RMS RMS RMS RMS LAF KPM KPM KPM DJB DJB JKH SEM MBL RMS RMS

0.70 0.40 0.20 0.20 3.40 0.20 0.30 0.10 0.10 0.10 0.50 3.50 1.50 1.10 0.30 0.60 0.80

225.00 550.00 495.00 495.00 495.00 495.00 250.00 395.00 395.00 395.00 695.00 695.00 650.00 525.00 550.00 495.00 495.00

$157.50 $220.00 $99.00 $99.00 $1,683.00 $99.00 $75.00 $39.50 $39.50 $39.50 $347.50 $2,432.50 $975.00 $577.50 $165.00 $297.00 $396.00

09/23/10 09/23/10 09/23/10 09/23/10

RMS RMS LAF KPM

0.50 1.00 0.30 0.20

495.00 495.00 250.00 395.00

$247.50 $495.00 $75.00 $79.00

Invoice number 91944

ballot issue 09/23/10 09/24/10 09/24/10 KPM DJB IDK

68773

00002

Page 14

Draft emails to J. Dulie (McMillan) regarding status of ballots Revise plan; Transmit revisions to M. Litvak and R. Saunders. Emails with attorneys re confirmation hearing and result of Union deposition today (.2); Emails with A. Johnson, shareholder, re his desire for call on plan and history (.2). Preparation of Tywoniuk for attendance at Tywoniuk 30(b)(6) deposition. Call with R. Saunders and D. Barton re plan issues. Revisions to plan. Review plan brief excerpts; emails re same. Review case law regarding confirmation standards and email to Scotta E. McFarland regarding same Emailed call in information for conference call to M Litvak and D Barton Conference call with D Barton and M Litvak regarding dissolution of entities provisions in plan Drafting insert for reply to expected confirmation objection by Union Review of draft reply to expected confirmation objection of Forest Oil and emailed it to M Litvak for his review Email exchange with M Litvak regarding draft insert to confirmation brief for expected confirmation objection from Forest Oil, and review of related materials Research for confirmation brief (regarding Forest Oil) and review of research Review of relevant materials regarding expected objection of Union to confirmation of plan Westlaw research and review of research for confirmation brief (for expected confirmation objection of Forest Oil) Gathering and reviewing information for the Plan confirmation brief (.7);Drafting brief(5.1);Gathering information for and drafting the confirmation order (3.6) Emails with M. Litvak, client re committee issues on plan and need for call with committee re same. Preparation, participation in teleconference with Tywoniuk, Scotta E. McFarland, counsel for Lenders regarding business interruption claim. Email exchange with Katie Nownes regarding service of the solicitation package Review results of research on plan issue by Leslie Forrester Email communications with James ONeill and Max Litvak regarding research on the "unfair discrimination" issue Call with Committee counsel re status. Research case law regarding 1129(b) authority for brief in support of confirmation Drafting response to expected Forest Oil confirmation

0.20 3.30 0.40

395.00 695.00 750.00

$79.00 $2,293.50 $300.00

09/24/10 09/24/10 09/24/10 09/24/10 09/24/10 09/24/10 09/24/10 09/24/10 09/24/10 09/24/10

JKH MBL MBL MBL JEO RMS RMS RMS RMS RMS

3.40 0.50 0.50 0.50 0.40 0.10 0.50 2.40 0.20 0.30

650.00 550.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00 495.00

$2,210.00 $275.00 $275.00 $275.00 $214.00 $49.50 $247.50 $1,188.00 $99.00 $148.50

09/24/10 09/24/10 09/25/10 09/26/10

RIVIS RMS RMS SEM

0.70 0.60 2.40 9.40

495.00 495.00 495.00 525.00

$346.50 $297.00 $1,188.00 $4,935.00

09/27/10 09/27/10

IDK JKH

0.30 0.30

750.00 650.00

$225.00 $195.00

09/27/10 09/27/10 09/27/10 09/27/10 09/27/10 09/27/10

SEM SEM SEM MBL JEO RMS

0.10 0.10 0.10 0.10 0.50 6.40

525.00 525.00 525.00 550.00 535.00 495.00

$52.50 $52.50 $52.50 $55.00 $267.50 $3,168.00

Invoice number 91944

68773

00002

Page 15

objection (per M Litvaks comments), including legal research on Westlaw and review of case law and other relevant materials 09/27/10 09/28/10 LAF IDK Update law for confirmation brief. Emails with M. Litvak and committee re status-confirmation issues and upcoming call on 9/30 re same and consider (.2); Email to M. Litvak and client re same and factors of Forest Oil being on post-effective date committee and consider., and issue on lack of balloting (3); Telephone conferences with M. Litvak re confirmation issues, including post-effective date litigation and Union deposition and transcript (.2); Emails and telephone conference with client and M. Litvak re Katic and interest in Trading Bay from Union Oil (.2); Emails with client and M. Litvak re Unions objection to confirmation today and brief review of same (3). Emails to, from Max B. Litvak and telephone conference with Katz regarding Rosecrans plan ballot (.2); emails from, to Max B. Litvak, to Tywoniuk regarding Tywoniuk deposition transcript (.2). Email communications with Max Litvak regarding the proofs of service of the solicitation pacage and the notice of non-voting status Call with Committee counsel re open issues; update clients. Calls with I. Kharasch and client re plan issues. Review Union, Baker Hughes objections to plan. Follow up re balloting on plan. Draft email to Committee re plan issues. Review deposition transcript of G. Tywoniuk. Review briefing on Union/Forest issues. Drafting Forest Oil insert to confirmation brief, including review of relevant case law and emailed it to M Litvak for review Review of Unions objection to confirmation (taking notes for response) Revising response to Forest Oils expected confirmation objection (for M Litvaks comments) and email to M Litvak Drafting Union portion of background section for response and related email exchange with M Litvak Emails with lenders counsel and M. Litvak re coordination of response to Union objection to confirmation, and consider (.2); Review and consider draft memo to committee re debtors position on Forest Oil sitting on post-effective date board and related issues on same (.2); Emails with M. Litvak and client re same, and clients feedback re same and need for revisions (.2); Emails with M. Litvak re final version and coordination with committee and client re same, including review of same (.2); Emails with Committee re same (.1). Emails with lenders counsel and M. Litvak re status of balloting (.1); Emails with client and others re need for call 0.50 1.20 250.00 750.00 $125.00 $900.00

09/28/10

JKH

0.40

650.00

$260.00

09/28/10

SEM

0.10

525.00

$52.50

09/28/10 09/28/10 09/28/10 09/28/10 09/28/10 09/28/10 09/28/10 09/28/10

MBL MBL MBL MBL MBL MBL MBL RMS

0.50 0.70 0.70 0.50 0.50 0.20 0.40 1.30

550.00 550.00 550.00 550.00 550.00 550.00 550.00 495.00

$275.00 $385.00 $385.00 $275.00 $275.00 $110.00 $220.00 $643.50

09/28/10 09/28/10

RMS RMS

0.50 1.10

495.00 495.00

$247.50 $544.50

09/28/10 09/29/10

RMS IDK

0.90 0.90

495.00 750.00

$445.50 $675.00

09/29/10

IDK

0.20

750.00

$150.00

Invoice number 91944

68773 00002

Page 16

on various plan objections (.1). 09/29/10 JKH Emails, telephone conference with Tywoniuk regarding deposition transcript review, standards for correction (3); review transcript and research same (9). Email communciation with counsel for GP and Gerry Tywoniuk re GPs vote on the plan Call/emails with client re plan issues; revise email to Committee re same. Review plan objections; follow up re ballots. Review of relevant materials for response to Unions objection to confirmation, including research on Westlaw Review of Forest Oils objection to confirmation, and review of cases cited on Westlaw and related research Drafting response to Union confirmation objection Drafting response to Forest Oil confirmation objection, including research Review of voicemail from M Litvak regarding response to confirmation objections and my reply by email Emailed Forest Oil confirmation objection to client Review materials for prep for conference call with committee on objections to plan and dispute on advisory board make up (4); Attend conference call with committee, attorneys re preparation for confirmation hearing and objections, and dispute with committee on post-effective date board (8); Emails with client and M. Litvak re balloting status and CIPL vote against confirmation and impact (2); Emails with attorneys re chart of objections and to lenders re feedback needed for same, and new compensation for management (3). Emails from Robert M. Saunders, Max B. Litvak regarding status of Union claims. Reminder to Katie Nownes regarding the deadline for filing the voting affidavit for the plan Call with Committee re plan issues; update client. Further review of plan objections; call with R. Saunders re same. Follow up re ballots. Review email regarding ballots Drafting joint pretrial memorandum Telephone conference with M Litvak regarding responses to confirmation objections Conference call with Committee counsel regarding confirmation objections and hearing Drafting response to Forest Oil confirmation objection 1.20 650.00 $780.00

09/29/10 09/29/10 09/29/10 09/29/10 09/29/10 09/29/10 09/29/10 09/29/10 09/29/10 09/30/10

SEM MBL MBL RMS RMS RMS RMS RMS RMS IDK

0.10 0.70 0.50 4.20 2.10 1.50 2.30 0.10 0.10 1.70

525.00 550.00 550.00 495.00 495.00 495.00 495.00 495.00 495.00 750.00

$52.50 $385.00 $275.00 $2,079.00 $1,039.50 $742.50 $1,138.50 $49.50 $49.50 $1,275.00

09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10 09/30/10

JKH SEM MBL MBL MBL JEO RMS RMS RMS RMS

0.10 0.10 0.90 0.50 0.30 0.20 2.40 0.30 0.80 1.90 127.20

650.00 525.00 550.00 550.00 550.00 535.00 495.00 495.00 495.00 495.00

$65.00 $52.50 $495.00 $275.00 $165.00 $107.00 $1,188.00 $148.50 $396.00 $940.50 $68,507.00

Task Code Total

Ret. of Prof./Other

Invoice number 91944

09/27/10 SEM

68773

00002 0.20 525.00

Page 17
$105.00

Telephone conference with Gerry Tywonick and counsel for lenders regarding BI claim and employment of counsel to pursue Email to Shawn Quinlivan regarding sending information to Eric Seiler re his firms employment Email communications with Shawn Quinlivan regarding informaiton to send to Eric Stiler regarding employment of his firm

09/27/10 09/28/10

SEM SEM

0.10 0.10

525.00 525.00

$52.50 $52.50

Task Code Total

0.40

$210.00

Travel Non- working NYC regarding Tywoniuk deposition. (Billed at 1/2 normal rate) Non- working travel to L.A. after Tywoniuk 30(b)(6) deposition (10.8). (Billed at 1/2 normal rate) 2.00 8.00 325.00 325.00 $650.00 $2,600.00

09/23/10 JKH 09/24/10 JKH

Task Code Total

10.00

$3,250.00

Total professional services: Costs Advanced:

08/24/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/01/2010 AT PAC RE RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

218.90

$106,068.50

Auto Travel Expense [E109] Eagle Transportation Service, Inv. 23916296, PSZJ-PHL Airport, M. Kliemann 68773.00002 PACER Charges for 09-01-10 (AGR19852@0.IO PER PG) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY (4 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 5 @0.10 PER PG)
(

$99.60 $35.92 $1,985.20 $0.20 $0.40 $0.10 $0.10 $0.20 $0.10 $0.50 $0.60 $0.20 $2.30 $2.50 $0.30 $0.20 $0.80 $0.20 $0.20 $0.40

SCAN/COPY (6 @0.10 PER PG) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY (23 @0.10 PER P0) SCAN/COPY (25 @0.10 PER PG) SCAN/COPY 3 @0.10 PER PG)
(

SCAN/COPY (2 @0.10 PER P0) SCAN/COPY 8 @0.10 PER P0)

(

SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (4 @0.10 PER P0)

Invoice number 91944

09/01/2010 09/01/2010 09/01/2010 09/01/2010 09/02/2010 09/02/2010 09/02/2010 09/02/2010 09/03/2010 09/03/2010 09/03/2010 09/03/2010 09/03/2010 09/03/2010 09/07/2010 09/07/2010 09/07/2010 09/07/2010 09/07/2010 09/07/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 RE2 RE2 RE2 RE2 PAC RE2 RE2 RE2 DC DC P0 P0 RE RE DC DC PAC P0 RE RE PAC RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

68773

00002

Page 18
$0.90 $0.10 $6.60 $7.20 $6.72 $1.20 $2.20 $0.60 $6.48
$5.00

SCAN/COPY 9 @0.10 PER PG)

(

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (66 @0.10 PER PG) SCAN/COPY (72 @0.10 PER PG) 68773.00002 PACER Charges for 09-02-10 SCAN/COPY (12 @0.10 PER PG) SCAN/COPY (22 @0.10 PER PG) SCAN/COPY (6 @0.10 PER PG) 68773.00002 Tri State Courier Charges for 09-03-10 68773.00002 TriState Courier Charges for 09-03-10 68773.00002 :Postage Charges for 09-03-10 68773.00002 :Postage Charges for 09-03-10 (CORR 20 @0.10 PER PG) (218@0.IO PER PG) 68773.00002 TriState Courier Charges for 09-07-10 68773.00002 TriState Courier Charges for 09-07-10 68773 .00002 PACER Charges for 09-07-10 68773.00002 :Postage Charges for 09-07-10 (DOC 27 @0.10 PER PG) (213 @0.10 PER PG) 68773.00002 PACER Charges for 09-08-10 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY
(

$4.16 $52.50 $2.00 $21.80 $171.00 $5.00 $2.32 $58.77 $2.70 $21.30 $17.92 $0.90

$0.10
$0.90

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0,10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY SCAN/COPY SCAN/COPY
(

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90 $0.90 $0.10 $0.10 $0.10 $0.90 $0.10 $0.90

9 @0.10 PER PG) 9 @0.10 PER PG)

SCAN/COPY (1 @0.10 PER PG)

(

$0.10
$0.90

SCAN/COPY (1 @0.10 PER PG) 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG)
(

$0.10
$0.90

$0.10
$0.20

SCAN/COPY (2 @0.10 PER PG)

Invoice number 91944

09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

68773

00002

Page 19
$0.90 $0.10 $0.90 $0.90 $0.10 $0.10 $0.90 $0.10 $0.90 $0.90 $0.10 $0.90 $0.10 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90 $0.10 $0.90

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG)
(

SCAN/COPY (1 SCAN/COPY (1 SCAN/COPY (9 SCAN/COPY (1 SCAN/COPY (9 SCAN/COPY( 1 SCAN/COPY (9 SCAN/COPY (1

@0.10 PER PG) @0.10 PER PG) @0.10 PER PG) @0.10 PER PG) @0.10 PER PG) @0.10 PER PG) @0.10 PER PG) @0.10 PER PG)

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG)
( ( (

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY( 1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG)
(

SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY 9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG)
(

SCAN/COPY (9 @0.10 PER PG)

Invoice number 91944

09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/08/2010 09/09/2010 09/09/2010 09/09/2010 09/09/2010 09/10/2010 09/10/2010 09/10/2010 09/10/2010 09/12/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/13/2010 09/14/2010 09/14/2010 09/14/2010 09/15/2010 09/15/2010 09/15/2010 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 DC DC P0 RE DC DC P0 RE PAC PAC RE RE RE2 RE2 WL CC PAC RE2 DC DC DH

68773

00002

Page 20
$0.10
$0.90

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY
(

$0.10
$0.90

$0.10
$0.90

9 @0.10 PER PG)

SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY(9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (9 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-09-10 68773.00002 TriState Courier Charges for 09-09-10 68773.00002 Postage Charges for 09-09-10 (256 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-10-10 68773.00002 TriState Courier Charges for 09-10-10 68773.00002 Postage Charges for 09-10-10 (429 @0.10 PER PG) 68773.00002 PACER Charges for 09-12-10 68773.00002 PACER Charges for 09-13-10 (9 @0.10 PER PG) (CORR 28 @0.10 PER PG) SCAN/COPY (2 @0.10 PER PG) SCAN/COPY( 1 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-13-10

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$0.10
$0.90

$5.00
$27.00 $7.80 $25.60 $5.74 $27.00

$10.35
$42.90 $0.16 $1.52 $0.90 $2.80 $0.20 $0.10 $397.42 $3.81 $6.80 $3.40 $6.48 $15.00 $14.16

Conference Call [E105] AT&T Conference Call, MBL

68773.00002 PACER Charges for 09-14-10 SCAN/COPY (34 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-15-10 68773.00002 TriState Courier Charges for 09-15-10 68773.00002 DHL Worldwide Express Charges for 09-15-10

Invoice number 91944

09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/15/2010 09/16/2010 09/16/2010 09/16/2010 09/16/2010 09/16/2010 09/17/2010 09/17/2010 09/20/2010 09/20/2010 09/20/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 DH PAC P0 P0 RE RE RE2 DC DC RE RE2 RE2 PAC RE PAC RE2 WL 05 OS PAC RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2

68773

00002

Page 21
$14.16 $1.52 $9.50 $9.50 $280.40 $42.40 $3.00 $5.00 $15.00 $38.80 $6.90 $2.70 $1.36 $0.30 $17.76 $3.20 $450.12 $250.56 $92.89 $18.24 $4.00 $6.80 $4.20 $6.70 $6.80 $0.30 $0.90 $0.10 $0.90 $0.40 $0.80 $0.50 $1.60 $0.40 $2.20 $0.60 $0.20 $0.20 $0.70 $0.20 $2.30 $2.50 $0.30

68773.00002 DHL Worldwide Express Charges for 09-15-10 68773.00002 PACER Charges for 09-15-10 68773.00002 :Postage Charges for 09-15-10 68773.00002 :Postage Charges for 09-15-10 (2804 @0.10 PER PG) (424 @0.10 PER PG) SCAN/COPY (30 @0.10 PER PG) 68773.00002 TriState Courier Charges for 09-16-10 68773.00002 Tri State Courier Charges for 09-16-10 (388 @0.10 PER PG) SCAN/COPY (69 @0.10 PER PG) SCAN/COPY (27 @0.10 PER PG) 68773.00002 PACER Charges for 09-17-10 (3 @0.10 PER P0) 68773.00002 PACER Charges for 09-20-10 SCAN/COPY (32 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-20-10 Digital Legal Services, 2088 copies Digital Legal Services, postage 68773.00002 PACER Charges for 09-21-10 SCAN/COPY (40 @0.10 PER PG) SCAN/COPY (68 @0.10 PER P0) SCAN/COPY (42 @0.10 PER PG) SCAN/COPY (67 @0.10 PER PG) SCAN/COPY (68 @0.10 PER P0) SCAN/COPY (3 @0.10 PER P0) SCAN/COPY (9 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY 9 @0.10 PER P0) SCAN/COPY (4 @0.10 PER PG)
(

SCAN/COPY 8 @0.10 PER P0) SCAN/COPY 5 @0.10 PER P0)

( (

SCAN/COPY (16 @0.10 PER P0) SCAN/COPY (4 @0.10 PER PG) SCAN/COPY (22 @0.10 PER P0) SCAN/COPY (6 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (7 @0.10 PER P0) SCAN/COPY(2 @0.10 PER PG) SCAN/COPY (23 @0.10 PER PG) SCAN/COPY (25 @0.10 PER P0) SCAN/COPY 3 @0.10 PER PG)
(

Invoice number 91944

09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/21/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/22/2010 09/23/2010 09/23/2010 09/23/2010 09/23/2010 09/23/2010 09/23/2010 09/23/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 09/24/2010 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 RE2 WL AF PAC RE RE2 RE2 RE2 RE2 RE2 RE2 TE WL AF PAC RE RE2 RE2 WL WL AP AT BM CC P0 P0 RE

68773

00002

Page 22
$0.20 $0.90 $0.50 $6.60 $6.90 $0.10 $2.20 $0.10 $0.10 $1.40 $1.10 $0.60 $6.00 $1.50 $5.70 $413.96 $1,329.80 $7.92 $3.00 $0.20 $0.10 $3.30 $3.00 $3.30 $3.00 $45.00 $58.18 $1,533.40 $15.84 $1.50 $0.20 $0.20 $722.47 $111.46 $41.00 $40.00 $40.67 $4.74 $93.94 $3.10 $1.20

SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (9 @0.10 PER PG) SCAN/COPY ( 5 @0.10 PER PG) SCAN/COPY (66 @0.10 PER PG) SCAN/COPY (69 @0.10 PER PG) SCAN/COPY (1 @0.10 PER PG) SCAN/COPY (22 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY( 1 @0.10 PER P0) SCAN/COPY( 14@0.IO PER PG) SCAN/COPY (I @0.10 PER P0) SCAN/COPY ( 6 @0.10 PER P0) SCAN/COPY (60 @0.10 PER PG) SCAN/COPY (15 @0.10 PER P0) SCAN/COPY ( 57 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-21-10 Air Fare [El 101 U.S. Airways, LAX/PHil/LAX, Coach for 10/10 trip, Tkt. 0377922844, IDK 68773.00002 PACER Charges for 09-22-10 (CORR 30 @0.10 PER PG) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (1 @0.10 PER P0) SCAN/COPY (3 @0.10 PER P0) SCAN/COPY (3 @0.10 PER P0) SCAN/COPY (3 @0.10 PER PG) SCAN/COPY (3 @0.10 PER P0) Travel Expense [El 10] Travel Agency Fee, IDK 68773.00002 Westlaw Charges for 09-22-10 Air Fare [El 10] American Airlines, LAX/JFK (rt) Tkt # AA7922257535, JKTH 68773.00002 PACER Charges for 09-23-10 (l5@OIO PER PG) SCAN/COPY (2 @0.10 PER P0) SCAN/COPY (2 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-23-10 68773.00002 Westlaw Charges for 09-23-10 LAX Parking, JKTH Auto Travel Expense [El 091 Taxi fare from NYC to JFK, JKTH Business Meal [El 11] Working meals at JFK Airport, JKTH Conference Call [E]05] AT&T Conference Call, RMS 68773.00002 :Postage Charges for 09-24-10 68773.00002 :Postage Charges for 09-24-10 (12 @0.10 PER PG)

Invoice number 91944

09/24/2010 09/24/2010 09/25/2010 09/25/2010 09/26/2010 09/26/2010 09/27/2010 09/27/2010 09/27/2010 09/27/2010 09/27/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/28/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/29/2010 09/30/2010 09/30/2010 09/30/2010 09/30/2010 09/30/2010 09/30/2010 09/30/2010 09/30/2010 RE WL PAC RE PAC WL PAC RE RE WL WL DC DC FE FE PAC P0 P0 P0 RE RE WL AF DC DC PAC P0 RE RE RE RE RE TE WL DC LN PAC P0 P0 RE RE2 WL

68773 00002

Page 23
$93.50 $253.12 $1.12 $0.20 $7.92 $1,372.06 $2.56 $2.40 $3.90 $217.73 $37.71 $6.83 $27.00 $10.33 $10.33 $12.88 $4.40 $2.48 $44.00 $7.20 $2.30 $230.58 $1,163.90 $5.74 $45.00 $32.16 $13.75 $2.40 $1.90 $11.20 $36.00 $75.20 $60.00 $851.36 $5.74 $163.14 $9.76 $59.78 $3.10 $91.60 $2.40 $537.35

(935 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-24-10 68773.00002 PACER Charges for 09-25-10 (2 @0.10 PER PG) 68773.00002 PACER Charges for 09-26-10 68773.00002 Westlaw Charges for 09-26-10 68773 .00002 PACER Charges for 09-27-10 (24 @0.10 PER P0) (39 @0.10 PER PG) 68773.00002 Westlaw Charges for 09-27-10 68773.00002 Westlaw Charges for 09-27-10 68773.00002 TriState Courier Charges for 09-28-10 68773.00002 InState Courier Charges for 09-28-10 68773.00002 FedEx Charges for 09-28-10 68773 .00002 FedEx Charges for 09-28-10 68773.00002 PACER Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 68773.00002 :Postage Charges for 09-28-10 (72 @0.10 PER PG) (23 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-28-10 Air Fare [El 101 Continental Airlines, Philly/Houston/SFO, Tkt 0057922257725, MBL 68773.00002 Tri State Courier Charges for 09-29-10 68773.00002 Tri State Courier Charges for 09-29-10 68773.00002 PACER Charges for 09-29-10 68773.00002 :Postage Charges for 09-29-10 Reproduction Expense. [E101] 24 pgs, WLR Reproduction Expense. [E101] 19 pgs, WLR (112@0.IO PER PG) (360@0.IO PER PG) (752@0.IO PER PG) Travel Expense [El 10] Travel Agency Fee, MBL 68773.00002 Westlaw Charges for 09-29-10 68773 .00002 Tri State Courier Charges for 09-30-10 68773.00002 Lexis Charges for 09-30-10 68773.00002 PACER Charges for 09-30-10 68773.00002 :Postage Charges for 09-30-10 68773.00002 :Postage Charges for 09-30-10 (916@OIO PER PG) SCAN/COPY (24 @0.10 PER P0) 68773.00002 Westlaw Charges for 09-30-10

Invoice number 91944

68773 00002

Page 24

Total Expenses:

$14,517.15

Summary:
Total professional services Total expenses $106,068.50 $14,517.15

Net current charges

Net balance forward

$120,585.65
$201,168.36

Total balance now due

ARP AWC BMK CAK CJB DJB DKW IDK JEO JKH JKH KFF KPM LAF LDJ LT MBL MM RMS SAQ SEM WLR Paul, Andrea R. Caine, Andrew W. Koveleski, Beatrice M. Knotts, Cheryl A. Bouzoukis, Charles J. Barton, David J. Whaley, Dina K. Kharasch, Ira D. ONeill, James E. Hunter, James K. T. Hunter, James K. T. Finalyson, Kathe F. Makowski, Kathleen P. Forrester, Leslie A. Jones, Laura Davis Tuschak, Louise R. Litvak, Maxim B. Molitor, Monica Saunders, Robert M. Quinlivan, Shawn A. McFarland, Scotta E. Ramseyer, William L. 2.60 0.60 0.50 0.90 3.40 17.30 0.80 12.00 3.70 10.00 15.80 24.20 3.90 1.10 0.30 0.90 23.70 1.40 53.80 4.70 32.70 4.60 218.90 115.00 675.00 125.00 205.00 115.00 695.00 150.00 750.00 535.00 325.00 650.00 225.00 395.00 250.00 795.00 215.00 550.00 225.00 495.00 225.00 525.00 475.00

$321,754.01
$299.00 $405.00 $62.50 $184.50 $391.00 $12,023.50 $120.00 $9,000.00 $1,979.50 $3,250.00 $10,270.00 $5,445.00 $1,540.50 $275.00 $238.50 $193.50 $13,035.00 $315.00 $26,631.00 $1,057.50 $17,167.50 $2,185.00 $106,068.50

Invoice number 91944

68773 00002

Page 25

Task Code Summary

Hours Amount

AA AD BL CA CO CP CPO FF GB LN PD RPO TR

Asset Analysis/Recovery[B]20] Asset Disposition [B 130] Bankruptcy Litigation [L430] Case Administration [BI 10] Claims Admin/Objections[B3 10] Compensation Prof. [B1601 Comp. of Prof/Others Financial Filings [B 1101 General Business Advice [B410] Litigation (Non-Bankruptcy) Plan & Disclosure Stmt. [B320] Ret. of Prof/Other Travel

1.90 2.50 12.30 9.50 32.40 8.70 10.50 1.10 0.50 1.90 127.20 0.40 10.00 218.90

$1,340.00 $1,737.50 $3,353.00 $1,714.50 $17,073.50 $3,977.00 $2,731.50 $374.50 $375.00 $1,425.00 $68,507.00 $210.00 $3,250.00 $106,068.50

Expense Code Summary

Air Fare [El 10] Airport Parking Auto Travel Expense [E]09] Working Meals [El Conference Call [E105] Delivery/Courier Service DHL- Worldwide Express Federal Express [E108] Lexis/Nexis- Legal Research [E Outside Services Pacer - Court Research Postage [E108] Reproduction Expense [E101] Reproduction/ Scan Copy Travel Expense [El 10] Westlaw - Legal Research [E106 $4,027.10 $41.00 $139.60 $40.67 $8.55 $384.01 $28.32 $20.66 $163.14 $343.45 $200.40 $377.13 $2,800.60 $184.00 $105.00 $5,653.52
bI4,)1 i.i:

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

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

) ) )

AFFIDAVIT OF SERVICE STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ss: )

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 23 day of November 2010 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 Pachuiski Stang Ziehi & Jones LLP as Counsel for the Debtors for the Period September 1-30, 2010

4
Sworn to and Sjscribed before me tbis,j Wdy oCovember 2010 Notary Pu6Iic Commission Exp.:
DOCSDE: 147701

Kateen Forte Finlayson(J

(J

/9

DEBRA L. YOUNG NOTARY PUBLIC STATE D

.._.i, c..yilL;

2F

___________

..J

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. ft not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing address for all of the Debtors is Ill W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.

Pacific Energy Resources Ltd. Fee App Service List Case No. 09-10785 Document No. 147432 03 Hand Delivery 05 First Class Mail 02 Overnight Delivery 01 Interoffice Pouch
-

Hand Delivery (Counsel to Official Committee of Unsecured Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP Hercules Plaza, Suite 1500 1313 Market Street Wilmington, DE 19899 First Class Mail (Debtors) Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources 111 We. Ocean Boulevard, Suite 1240 Long Beach, CA 90802 First Class Mail (Debtors) Mr. Scott W. Winn Senior Managing Director Zolfo Cooper 1166 Sixth Avenue, 24th Floor New York, NY 10026 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 First Class Mail (cDunsl to Official Committee of riseQured Creditors) Filiberto Agusti, Esquire Steveri Reed, Esquire Joshua Taylor, Esquire Steptoe & Johnson LLP 1336 Connecticut Avenue NW Washington, DC 20036

(Counsel for Debtors) Laura Davis Jones, Esquire James E. ONeill, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Interoffice Pouch to Los Angeles (Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehi & Jones LLP 10100 Santa Monica Blvd., 11 Floor Los Angeles, CA 90067

Hand Delivery (United States Trustee) Joseph McMahon, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 North King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 Hand Delivery (Copy Service) Parcels, Inc. Vito I. DiMaio 230 N. Market Street Wilmington, DE 19801

First Class Mail (counsel to Official Committee of Unsecured Creditors) Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP 2121 Avenue of the Stars, 28th Floor Los Angeles, CA 90067 (Overnight Delivery) (The Fee Auditor) Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201 Overnight Delivery (Office of the Fee Auditor) Ms. Melanie M. White Warren H. Smith & Associates, P.C. Republic Center 325 N. St. Paul, Suite 1250 Dallas, Texas 75201
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