10000015632

IN THE UNITED STATES BANUPCY COURT
In re: )
FOR THE DISTRICT OF DELAWAR

Chapter 1 1
),
Case No. 09-10785(KC)
(Jointly Adminstered)
PACIFIC ENERGY RESOURCES LTD., et at., 2 )
Debtors. ))
)
Deadline for Objections: ~,2009 at 4:00 p.m. prevailng Eastern time
FIFfH VERIFIED MONTHLY APPLICATION FOR COMPENSATION AN REIMURMENT OF EXPENSES OF SCHU Y, ROBERTS, SLATIRY & MAO PLC AS SPECIAL OIL & GAS AND TRASACTIONAL COUNSEL FOR THE DEBTOR AN DEBTOR IN POSSESSION FOR THE PERIOD FROM JULY 1.2009 TO JUY 31. 2009
Pursuant to sections 330 and 331 of Title 11 of the United States Code (the "Banptcy
Code''), Rule 2016 of the Federa Rules of Banptcy Procedur (collectively, the "Banptcy
Rules"), and the Cour's "Admstrative Order Under 11 U.S.C. 105(a) and 331 Establishig
Procedurs for Interi Compenstion and Expens Reimbursement of Professionas and Coiittee
Members," entered on or about April 15, 2009 (the "Admsttive Ordef'), Schully, Robert,
Slattery & Maro PLC (or the "Fin"), Special Oil & Ga and Trationa Counel to the Debtors
and Debtors in Possession ("Debtot'), hereby submits its Fif Verified Monthy Application (the
"Application") for Compensation and for Reimburement of Expenses for the Period from July
1, 2009'though July 31, 2009 (the "Interim Fee Period") in the amount of $219,508.50 and
actual and necessar expnses in the amount of $661.23 for a tota allowance of payment of
2 The Debtors in these cases, along with the last four digits of each of
the Debtors' federal tax identification number, are: Pacifc Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska Holdings,
LLC (ta J.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailing
addrss for all oftIe Debtors is 111 W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
021.2807a.2795.julyfees.doc
$176,606.50 (80% of the allowed fees) and reimbursement of $172,268.13 (100% of the allowed
expeses) for a tota payment of $661.63. In support of ths Application, the Firm respectfully
represents as follows:
Retention of Schullv. Roberts. Slatterv & Manno PLC

1. The retention of the Firm, as counsel to the Debtor, was approved effective as of
March 8, 2009, by ths Cour's "Order Granting Debtor's Application to Retain Schully, Robert,
. Slattery & Marno PLC as Special Oil & Gas and "Transactional Counsel Nunc Pro Tunc
Pusut to Section 327(e) of the Banptcy Code and Banptcy Rule 2014" entered on or
abut April 15, 2009 (the "Retention Order"). The Retention Order authoried the Fir to be
compensated on an hourly basis and to be reimbursed for actual and necessar out-of-pocket
expenses.
Summarv of Services Rendered

2. Attached hereto as Exhbit A is a detaled statement of fees incured durg the
Interi Fee Period showig the amount of
$219,508.50 due for fees.
3. The servces rendered by the Fir durng the Interim Fee Period are grouped into
a single category related to the Firm's role as Special
Oil & Gas and Tranactional Counsel for
the Debtor.
4. Durng the Interim Period, the Firm, among other thgs: (1) communcated with
reguators In rense to notices related to reportg requiements, royalty assessments, lease
maitenance and pending litigation; (2) assisted Dl?btor in the preparation of motions and
memorada relating to oil and gas and transactional legal issues, prepared and reviewed lease
and propert assessments for entities who are managing Debtors' assets, in the review of deeds
and assignents to Debtor for assets acquied by Debtor, and in the review of
plan of exploration
02 i .2807a.2795.julyfees.doc
and on-going operation of Debtor's oil and gas business; (3) assisted Debtor in resonding to
clais made by Debtor's co-lessees for moneys due under varous oil & gas agreements; (4)
responded to direct creditor inquiries regarding condu'bt of
Debtor's ongoing business, including
properties previously held or servced by Debtors; (5) worked extensively on possible

abandonment and/or sale scenaros, and (6) expended significant tie drafing multiple purchase
and sale agreements.

5. The Fin spent a tota of 542.70 hoUrs and incured fees in the amount of
$219,508.50 in providing these oil and gas and tranactional services to the Debtors.
6. A more detailed identification of the actual servces provided is set fort on the
attched Exhbit A. Exhbit A identifes 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.
Summary of Services bv Proiecl
7. The services rendered by SRSM durng the Interim Period can be grouped into
the categories set forth below. SRSM attempted to place the services provided in the
category that best relates to such services. However, because certn 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 generaly described below, with a more
detailed identification of the actual services provided set forth on the attached Exhibit A.
Exhbit A identifies the atorneys and paraprofessionals who rendered servces relating to each
category, along with the nuiber of hour for each individua and the tota compensation sought for
each category.
A. Asset DisDosition
8. During the Interim Period, the Firm, among other things: (1) performed work
i;garding the location of assets, (2) the preservatiq:n of assets for the Debtor's estate or for
disposition; (3) the quaifcation of potential purchasrs; (4) interfacing with regulatory entities
and (5) corresponded extensively regarding asset disp()sition issues. The Firm (1) parcipated in
negotiations with prospective purchasers; (2) drafed numerous purchase and sale agreements
and letters of commitment; (3) parcipated in conference calls with the Debtor and prospective
purchasers to discuss transitions and regulatory matters; (5) interfaced with regulators and
creditors' counsel to access the scope of issues that transfer of ongoing operations present; and
(6) worked extensively with co-lessees in attempts to guarantee access to facilties for any new
purchaser.
Fees: $187,496.50
Hours: 450.60
B. BankrDtcv Litiization
9. Durng the Interi Period, the Firm, among other thngs: (I) performed work
regarding the secured creditor matters; (2) attended to notice issues; (3) performed work regarding
lessor and co-lessee clais and theatened litigation; (4) performed work regarding Notices and
Hearngs; (5) performed reseach; (6) attended to pending litigation coordination issues; (7)
attended to scheduling issues; (8) performed work regardig unpaid royalties and obligations to
parers; (9) drafed sever extensive memoranda rel.~tive to oil and gas litigation isses; (10)
performed work regarding overrding royalty issues and how such interests are handled in
banptcy; (11) drafted additional memoranda regarding regulatory, bonding and escrow
issues; (12) reviewed and analyzed documents dealing with property rights of the Debtor;
(13) prepared bankruptcy counsel to address issues at hearings; (14) performed work
02 1 .2807a.2795.julyfees.doc
regarding lenderlcreditor production payments and legal remedies thereunder; (15) performed
work regarding objections; and (16) corresponded and conferred regarding banptcy litigation
matters.
10. Durng the Interim Period, the Firm, among other things: (1) maintaed a
memorandum of Critical Dates; (2) maintained document control; and (3) reviewed
correspondence and pleading and forwarded them to appropriate paries.
Fees: $17,989.50
c. Business Operations
Hours: 55.30
11. Durng the Interim Period, the Firm, among other things, (1) responded to
inquiries regarding the continued operations of the oil and gas business of the Debtor relative to
its Alaska and California holdings; (2) interfaced. with and represented the Debtor before
regulatory agencies including, but not limited to the United State Departent of Interior
Mineras Management Servce, The United States Bureau of Land Management, the State of
Alaska Deparent of Natual Resources, the Alaska Oil and Gas Conservation Commission,
and the United state Environmental Protection Agency; (3) assisted the Debtor and banptcy
counsel in its dealings with ongoing escrow
and bonding obligations; (4) worked to faciltate the
location of potential parers or purchasrs; (5) performed extensive document production and
technca assistce to individuas employed to assist in the day-to-day operations of the Debtor;
(6) assisted banptcy counsel in understading the operations of the Debtor as well as the
details of the acquisition of the oil and gas propertes and the obligations of the Debtor
thereunder; (7) worked with Debtor to inform parers in business ventures and to finalize a
proposal to Chevron; (8) worked to assure that title issues and recordation matters were
understood by banptcy counsel; (9) worked to resolved pending matters before regulatory
agencies; (10) continued correspondence and communication regarding royalty relief; (11)
continued negotiations with Union regarding access to production facilties as well as matters in
controversy relative to pipelines and right-of-ways as well as Lessors and regulators; (12)
complied with operational and transactional document requests from Creditor Committees;(13)
paricipated in numerous conference calls to faciltate matters for Creditors Committees; and (14)
worked with Lazd Freres and Zolfo Cooper to faciltate possible sale of operations.
Fees: $3,177.50 Hour: 6.30

D. Claims Administration and Objections
12. Durng the Interim Period, the Firm, among other things: (1) responded to
inquiries from claiants; (2) attended to bar date issues; (3) performed work regardig the Aera,
SWEPI and Noble claims; (4) performed work regarding claims analysis; (5) assisted
bankruptcy counsel in drafting objections to claims; (6) reviewed and analyzed claims and
related documents; (7) performed work regarding exhbits to clai objections; (8) performed
work regarding varous abadonment motions and claims of entities to oppose; (9) attended to
discovery issues; (10) performed work regaring royalty claims; (11) performed work regarding
clai in the Chevron and Marthon litigation matters; (12) attended to issues regarding latefied claims; (13) performed work regarding a stipulation involving Chevron claims; (14)
performed extensive reseach on a number of clai issues presented by banptcy counsel; (15)
attended to issues regarding priority clais; (16) prepard memorada for a heags regarding
royalty matters; (17) performed work regarding clai objection responses; (18) performed work
regarding potential reguatory clais matters; (19) attended to issues regarding lessor claims;
(20) attended to potential abandonment issues; (21) perormed work regarding orders; and (22)
corresponded and confered regardig clai issues.
Fees: $7,620.00
E. Compensation of Professionals
13. Ths category includes work related to
Hours: 21.90
,the fee applications of the Firm as well as
compensation to related professionals. During the Interim Period, the Firm, among other
things: (1) performed work regarding the Fir's N.ay 2009 monthy and supplementa fee
applications; (2) drafed the Firm's May 2009 monthly fee applications; (3) monitored the status
and timing of
fee matters; and (4) reworked all prior monthy biling for auditors.
Fees: $3,010.00 Hours: 8.60
DISBUREMENTS
14. The Firm has incured out-of-pocket disbursements durng the Interim Fee Period
in the amount of $1,107.23. Pursuant to Local Rul~ 2016-2, the Firm represents that its rate
for duplication is $.10 per page.
Valuation of
Services
15. Attorneys and paraprofessionals of the Fir have expended a tota of 542.70
hours in connection with ths matter during the Interim Fee Period.
16. The amount of time spent by each of these persons providing servces to the
Debtors for the Fee Period is fully set forth in the detail attched hereto as Exhibit A. These
are the Firm's stadard hourly rates of compensation for work of this character. The
reasonable value of the services rendered by the Firm for the Interim Fee Period as Special
Oil & Gas and Transactional Counsel for the Debtor is $219,508.50.
17. The Firm believes that the time entres included in Exhbit A attched hereto are
in compliance with the requirements of
Local Rule 2016-2.
18. In accordace with the factors enumerated in 11 V.S.C. 330, the amount requested
02 I .2807a2795.julyfees.doc
02 i .2807a2795 .julyfee.doc
COMPENSATION BY CATEGORY
EXPENSE SUMMAY
Total Expenses
$588.72
Reproduction
Courier & Expense Carers (e.g.
7/5 - $35.32
$ 72.91
Federal Ex ress
7/20 - $37.59
PRIOR APPLICATIONS FILED

tDate
/Filed
P3/09/09 - 03/31/09
04/01/09 - 04/30/09 05/01/07 - 05/31/09
-c-
Period Covered
Requested Fees
$88,261.73
Requested Expenses
$ I ,20 1.20
Approved
Fee
Approved
Expenses
$95,177.00
$1,207.23
06/01/09 - 06/31/09
VERIFICATION
STATE OF LOUISIANA
PARSH OF ORLAN
Anthony C. Mao, after being duly sworn accordig to law, deposes and says:
I am a shareholder of the applicat law fir Schuly, Robert, Slattry &:Mo ("the "Fir).
a) I am thoroughlfarwi the work peiform on beha of the
Debtors by the lawyrs and parprofessional of SRSM

b) I have reviewed the foregoing Application and the facts set fort therein
ar tre and correct to the best of my lmowledge, inomition and belief. Moreover, I have
reviwe DeL Ban. LR 2016- 2 and the Adtre Orr enterd on or abut Apnl15, 200,
and submit that the Application substantialy complies with such Rule and Order.
/ AO c. MAO
SWORN AN SUBSOUBED before me Th io~ dayof S'ii~rx ,2009.
4 C 7 ~ ~??
Lyn G. W If
Louisiana Ba I Number 18230
My Commission Expires at Death
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
PACIFIC ENERGY RESOURCES LTD., et al., i) Case No. 09-10785(KJC)
Debtors. )
) (Jointly Administered)
) Objections Deadline: September 30, 2009 at 4:00 p.m.
NOTICE OF FILING OF FEE APPLICATION

TO: (i) the Debtors; (ii) counsel to the Debtors; (iii) the United States Trustee, and (iv) counsel Unsecured Creditors (the "Notice Parties") to the Official Committee of
Schully, Roberts, Slattery & Marino PLC ("SRSM"), special oil and gas and
transactional counsel to the debtors and debtors in possession in the above-captioned case (the
"Debtors"), has fied its Monthly Application for Compensation and Reimbursement of
Expenses of Schully, Roberts, Slattery & Marino P LC as Special Oil and Gas and
Transactional Counsel to Debtor and Debtors in Possession, for the Period from July 1, 2009
through July 31, 2009, seeking compensation for services in the amount of $219,508.50 and
reimbursement of costs incurred in the amount of $661.63 (the "Application").
PLEASE TAK FURTHER NOTICE that objections, ifany, to the Application must
be made in accordance with the Administrative Order Under 11 US.C. 105(a) and 331
Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Professionals and Committee Members (Docket No. 147) (the "Administrative Order") and must
be fied with the Clerk of the United States Banptcy Court for the District of Delaware, 824
Market Street, Wilmington, Delaware 19801, and receiv'ed by no later than 4:00 p.m. (Eastern
I The Debtors in these cases, along with the last four digits of each of
the Debtors' federal tax identification number, Holdings, LLC (tax I.D. # not available); Cameros Acquisition Corp. (5866); Pacific Energy Alaska Operating LLC (7021); San Pedro Bay Pipeline Company (1234); Cameros Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng
are: Pacific Energy Resources Ltd. (3442); Petrocal Acquisition Corp. (6249); Pacific Energy Alaska
Time) on September 30,2009 (the "Objection Deadline").
Objections or other responses to the Application, if any, must also be served so

that they are received not later than September 30, 2009
at 4:00 p.m. prevailng Eastern time,
by: (a) the Debtors, (1) Pacific Energy Resources, 111 W. Ocean Boulevard, Suite 1240, Long
Beach, CA 90802, Attn: Gerry Tywoniuk, Senior VP &CFO and(2) Zolfo Cooper, 1166 Sixth
Avenue, 24th Floor, New York, NY 10036, Attn: Scott W. Winn, Senior Managing Director;
(b) counsel to the Debtors, (1) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1 ih
Floor, Wilmington, DE 19899-8705, Attn: James E. O'Neil, Esq.; Fax: 302-652-4400, e-mail:
ioneilCfpszilaw.com and (2) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd.,
11th Floor, Los Angeles, CA 90067-4100; Attn: Ira D. Kharasch, Esq; Fax: 310-201-0760,
e-mail: ikharashCfpszilaw.com (c) the Office ofthe 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 Stars, 28th Floor, Los
(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of
Angeles, CA 90067; Attn: Katherine C. Piper, Esq., Fax: (310) 734-3173, e-mail:
kpiperCfsteptoe.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:
icarignanCfpepperlaw.com (the "Notice Parties")
PLEASE TAKE FURTHER NOTICE that if any responses or objections to the

Application are timely fied, served and received, a hearng 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
address for all of
the Debtors is III W. Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
wil be considered by the Bankptcy Court at such hearing.

PLEASE TAK FURTHER NOTICE that, pursuat to the Admnistrative Order, if
no objection to the Application is timely filed, served and received by the Objection Deadline, the
Applicant may be paid an amount equal to the lesser of (1) 80 percent of the fees and 100 percent
of expenses requested in the Application or (ii) 80 perent 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: September 10, 2009
PACHULSKI STANG ZIEHL & JONES LLP
Ira. arasch (CA Bar No. 109084) Sc E. McFarland (DE BarNo. 4184, CA BarNo. 165391)
Robert M. Saunders (CA Bar No. 226172)

James E. O'Neil (DE Bar No. 4042)
Kathleen P. Makowski (DE Bar No. 3648) 919 North Market Street, 1 ih Floor P.O. Box 8705 Wilmington, DE 19899-8705
Telephone: 302/652-4100
Facsimile: 310/652-4400
Email: ikharaschCfpszilaw.com
smcfarlandCfpszi law .com rsaundersCfpszi law .com
ioneilCfpszilaw.com
kmakowskiCfpszi law.com
Counsel for Debtors and Debtors in Possession.

68773-002\DOCS _DE: 152970.1
EXHIBIT A
02 i .2807a.279S.julyfees.doc
SCHULL Y, ROBERTS, SLATTERY & MARINO

A PROFESSIONAL LAW CORPORATION
1100 POYDRAS STREET, SUITE 1800 NEW ORLEANS, LA 70163-1800
Inleniiil Revenue Service STATEMENT Tax 1.0. No. 72-1180458
Page: 1
T clcplionc: 504;585-7800
Fiicsiiiilc; 504;585-7890
Pacific Energy Resources, Ltd. 111 W. Ocean Blvd. Suite 1240
Long Beach CA 90802

A TTN: Mr. Darren Katic
STATEMENT NO: 11
08/25/2009 OUR FILE NO: 6476-2806M
Appeal: Beta Bonding to IBLA
07101/2009
EJD (BL) Telephone call to Ms. Leslie'
HOURS
to discuss cciiitinuance of
IBLA matters;
0.50
112.50
0710512009
ACM (BL) Review and revise joint status report letter by Solicitots
Offce and counsel for Pacific; , ACM (BL) Email to Mr. Dreuil with instructions for filing;
TOTAL FEES:
RECAPITULATION
0.30 0.20 1.00
135.00 90.00
337.50
TOTAL
TIMEKEEPER Anthony C. Marino Emile J. Dreuil, "'
HOURS 0.50 0.50
HOURLY RATE $450.00 225.00
$225.00 112.50
$13,850.65
337.50
PREVIOUS BALANCE
TOTAL CURRENT WORK:
08113/2009 08113/2009 08113/2009 08113/2009 08/13/2009 0811312009 08/1312009
Payment Received on Statement No.6, Check No. (Trust Acct.) 5381 Payment Received on Statement No.4, Check No. (Trust Acct.) 5381 Payment Received on Statement No.4, Check No. (Trust Acct.) 5381 Payment Received on Statement No.9, Check No. (Trust Acct.) 5382 Payment Received on Statement No, 7, Check No. (Trust Acct.) 5382 Payment Received on Statement No.7, Check No. (Trust Acct.) 5382 Payment Received on Statement No.7, Check N.o. (Trust Acct.) 5382
TOTAL PAYMENTS
BALANCE DUE:
-180.00 -20.34 -607.50 -100.00 -118.25 -72.06 -8,534.00 -9,632.15
$4,556.00
SCHULLY, ROBERTS, SLATTERY & MARINO

STATEMENT
Page: 2
Pacific Energy Resources, Ltd.
STATEMENT NO: 11
Appeal: Beta Bonding to IBLA
08/25/2009 OUR FILE NO: 6476-2806M
PLEASE INDICATE FILE NUMBER, STATEMENT NUMBER AND STATEMENT DATE ON ALL REMITTANCES

A PROFESSIONAL LA W CORPORATION
Telephone: 504'585.7800
1100 POYDRAS STREET, SUITE 1800 NEW ORLEANS, LA 70163-1800
Facsimile: 504/585-7890
STATEMENT
Intcnial Revenue Service

Tax 1.. No. 72-1/80458
Pacific Energy Resources, Ltd. 111 W. Ocean Blvd. Suite 1240
Page: 1
Long Beach CA 90802

A TTN: Mr. Darren Katic
OUR FILE NO: STATEMENT NO:
08/25/2009 6476-2795M
11
Forbearance Agreements
07/01/2009
ACM
ACM
HOURS
(AD) Various emails with Ms. Wolf regarding due diligence
documents;
(AD) Follow-up with Mr. Sieichter concerning Natural Hazard
Disclosure Report;
0.50 0.30 0.90 0.90 0.90 0.90 0.90 0.90
275.00
165.00
LGW
(AD)Receipt and preliminary review of 2nd Supplemental Due

Dilgence Request from Sam Riffe of Dewey- Poly
extensive;
LGW
tech _
LGW LGW LGW LGW LGW

LGW LGW LGW LGW LGW
(AD)Discussion of due diligence request and comments from PERL; (AD)Begin gathering material for request - FCC items; (AD)continue gathering material for request - insurance items; (AD)Continue gathering material for request - RCA items (AD)Continue gathering material for request - all Alaska leases; (AD)Continue gathering material for request - all Alaska leases
337.50
337.50 337.50 337.50 337.50 337.50

337.50 337.50 337.50 337.50 337.50
150.00
continued;
(AD)Preliminary draft of Alaska Bill of Sale; (AD)Conference call to discuss BETA PSA redline and TSA; (AD)Discussion and revisions of Alaska PSA and TSA; (AD)Continued revisions of Alaska PSA and TSA; (AD)Receipt and review emails from Mr. Tywoniuk regarding division of labor for Dewey requests; discussion with Mr. Marino
0.90 0.90 0.90 0.90 0.90

0.40
0.90
and Ms. Castle of same;

LGW
(AD)Discussion with Ms. Parker regarding Commercial Hazard disclosure report - BETA and follow up with Mr. Sleichter and Mr. Tywoniuk; (AD) Receive draft exhibits from Rutan for BETA and Alaska PSAs and TSA work on revisions; (AD) Continued work on revisions to BETA and Alaska PSAs and TSA;consult with Mr. Marino and Mr. Arlington; (OP)Receipt and review email continuing new vendor list since filing Check against previous list for bankruptcy counsel for Notice purposes; (OP)Telephone call to Ms. McFariand regarding additions to
LGW
LGW
337.50
0.90 0.90
337.50
337.50
187.50
LGW
LGW
0.50

STATEMENT

Page: 2
08/25/2009 6476-2795M
11
LGW
vendor list; (AD)Discussion and revisions of Alaska PSA and TSA;
HOURS 0.50 0.90
187.50 337.50
07/02/2009
LGW LGW LGW
(AD)Continued work on Beta PSA Exhibits and Schedules; (AD)Revisions to Beta PSA Exhibits and Schedules; (AD)Continued discussion regarding Commercial Hazard disclosure report - BETA and follow up with Mr. Sieichter, Mr. Tywoniuk, Mr. Lyng, Ms. Kurtiz; (AD)Review extensive PSA/scheduies and exhibits comments and revise redline email with suggested language and (AD)Work on Group II Alaska disclaimer with Mr. Arlington; discuss with Mr. Marino; tech comments on PSA; (AD)Receipt and review Dewey Poly (AD)Suggest revisions to changes and explain why requested language does not work in oil and gas context; tech issues with co counsel; (AD)Continued discussion of Poly suggest alternate approaches to Dewey attorneys; (AD)Receive conflict waiver from Guess and Rudd and comment; return emails to Mr. Arlington and Mr. Marino; (CO)Receipt and review claims from CIRI and Salamanof; discussion with Mr. Saunders and Mr. Arlington. (CO)Continued review and discussion of claims from CIRI and Salamanof with Mr. Saunders and Mr. Arlington - discussion of how to handle easement issues;
0.90 0.90
337.50 337.50
LGW
0.90
337.50
LGW
questions; . i
0.90
0.90 0.90 0.90 0.90
337.50 337.50 337.50

337.50 337.50 337.50 337.50
337.50 337.50
LGW LGW
LGW
LGW
LGW LGW
0.90
0.90
LGW
0.90 0.90
0.90
(CO)Review questions from Debtor regarding invoices

prepetition per Mr. Tywoniuk (OP)Review email from Ms. Williams at MMS regarding balances in Beta Abandonment Trust Account; (OP)Receipt and review emaHs and data relative to MMS Pacific OCS Region 15 Step Procedure; discussion with Mr. Marino regarding same;
LGW
LGW
337.50 337.50 337.50 337.50 337.50 337.50 337.50 337.50
LGW LGW
(CP)Revise March fee biling per Pachulski;

(CP)Continuing revision of March fee billing per Pachulski;
0.90 0.90 0.90

0.90 0.90 0.90 0.90
07/03/2009
LGW LGW LGW LGW
(AD)Work on schedules for Alaska PSA; (AD)Work on schedules for BETA PSA; (AD)Receive Mr. Amber's comments to Alaska PSA - Dewey PSA; review and revise for oil and gas purposes - Poly tech bid; (AD)Continued work on redline and Mr. Amber's comments;

STATEMENT

Page: 3
08/25/2009 6476-2795M
11
LGW LGW
(AD)Comment of Ms. Parker's comments to draft schedules and exhibits - AI and Beta;
HOURS
(CP)Continued revisions to March billng - SRSM; changes in

Court procedures;
0.90 0.90
337.50 337.50
07/04/2009 LGW
LGW LGW
(CP)Work on revisions to May PERL biling for bankruptcy trustee;

(CP)Continued work on May billing; (CP)Finalize May time and send to Ms. Fisher;
0.90 0.90 0.90
337.50 337.50 337.50
07105/2009 ACM
(AD) Review and respond to various em ails regarding comments from Dewey lawfrm on Polytec issues and Alaska
ACM ACM LGW
PSA; (AD) Follow-up with Mr. Amber on Polytec PSA comments; (AD) Follow-up with Ms. Wolf for Polytec comments to PSA; (AD)Review Mr. Marino's comments on Beta PSA and prepare
0.70 0,60 0.70

0.90
385.00 330.00 385.00

337.50
memorandum for co counsel;

LGW
(AD)Receive extensive Poly
tech comments from Dewey and
undertake revisions;
LGW LGW
(AD)Emails to reply to Poly
tech comments and ask for

tech's
0.90
337.50 337.50
337.50
guidance;
(AD)Discussions with bankruptcy counsel regarding Poly
0.90 0.90
0.90
0.90
unreasonable demands of a seller in bankruptcy - reps and
warranties;
LGW
(BL)Receipt of draft of status report from P. Leslie at DOJ; work with Mr. Marino and Mr. Dreuil to get response to Washington
before deadline;
LGW
(CO)Review ORRI owners and determine which have filed Proofs of Claim with OMNI;
337.50
337.50
07/06/2009
DMC
(BL) Conferences with Ms. Wolf regarding new adversary
proceeding and court approval to proceed to sale;

EJD
ACM
(CO) Drafted joint status report for additional continuance of
0.10
22.50
180.00
110.00
appeal;
(AD) Various emails to Ms. Wolf regarding checklist for Alaska
0.80 0.20
Assets;
ACM
ACM
(AD) Review issues raised by Mr. Amber for Polytec and
respond;
(AD) Emails to Mr. Twyoniuk for Polytec issues; .
0.30 0.30
165.00 165.00

STATEMENT
Page: 4

08/25/2009 6476-2795M
11
HOURS
ACM ACM ACM ACM
DMC DMC DMC
(AD) Telephone conference with New Alaska representatives
and Mr. Lynd and Ms. Wolf; (OP) Telephone conference with Ms. Davidson at DNR; (AD) Follow-up with Mr. Amber on Alaska PSA issues; (OP) Additional emails on Corsair back rental payments and issues with Danny Davis; (BL) Review PACER to print new pleadings filed since June 30,
0.70 0.30 0.40 0.50
385.00 165.00 220.00

275.00
180.00 180.00 40.00 202.50 202.50 202.50 45.00
112.50
EJD EJD EJD EJD EJD
2009; (BL) Review new pleadings index filed since June 30, 2009: (BL) Organize new pleadings filed since June 30, 2009; (CO) Review of federal regulations in combination with same; (BL) Continue to update pleadings files;
(BL) Continue to index pleadings files;
(BL) Continue to update pleadings files;

(BL) Conference call with Andy Hope; Catherine Rogers, Jim Arlington, Lynn Wolf, Rob Saunders and Jim Hunter regarding Corsair Farmout and dismissal issues and Bac;
0.90 0.90 0.20 0.90 0.90 0.90 0.20 0.50

0.90
1.00 0.20
07/07/2009
DMC ACM ACM ACM
(BL) Continue to index pleadings files;

(AD) Review and revise Polytec checklist of issues for Alaska PSA; (AD) Forward checklist to distribution list with comments; (BL) Conference call with Andy Hope; Catherine Rogers, Jim Arlington, Lynn Wolf, Rob Saunders and Jim Hunter regarding Corsair Farmout and dismissal issues and Bac; (AD) Telephone conference with Jim Arlington, Rob Saunders and Lynn Wolf on CIRI issues and consent; (AD) Various emails regarding Corsair Farmout with Mr. Amber and Mr. Katic; (AD) Review materials from Mr. Arlington concerning new Kitchen Unit and Corsair Unit;
202.50
550.00 110.00
0.90 0.40
0.50
495.00 220.00 275.00

385.00 337.50 337.50
337.50 337.50
ACM ACM ACM
0.70
0.90 0.90 0.90
0.90
LGW
LGW LGW LGW
(AD)Receive more Polytech comments from Dewey and

undertake revisions; (AD)Conference call with New Alaska; (AD)Review Mr. Amber's checklist on Polytech PSA and comment - discuss with bankruptcy counsel; letter of new Unit from Alaska counsel (AD)Receive approval and disseminate to co-counsel; discuss ramifications of rentals
due with Mr. Marino;
LGW
(AD) Continued discussion regarding rentals due and who to pay Mr. Tywoniuk, bankruptcy counsel, discussion of DNR
SCHULL Yi ROBERTS, SLAlTERY & MARINO

STATEMENT,

Page: 5
08/25/2009 6476-2795M
11
LGW LGW
order; (AD)Receipt and review bankruptcy sales procedure orders

inquire as to mechanics of same with Mr. Litvak; (AD) Receive email form Mr. Amber regarding message from Mr. Katic to attempt to insure that Corsair interest is reserved and not sold; (AD)Discussion with Mr. Amber regarding diffculty in doing so in bankruptcy context; (AD) Work on disclaimer language regarding Corsair interest with Mr. Marino and Mr. Arlington; (AD)Receipt numerous emails from Dewey and Mr. Amber regarding good faith deposits; comment; (AD)Receive propert list from DNR counsel and work on request to reconcile leases per Mr. Litvak; (CO)Receive dismissal of Pacific appeals inquiry from Hoge, et al and discussion with partes; (CO)Conference call with Hartig to discuss dismissal of Pacific
HOURS 0.90
337.50 337.50 337.50
0.90
LGW LGW
LGW
0.90 0.90 0.90
337.50
337.50
LGW LGW
LGW LGW LGW
0.90
337.50
337.50
337.50 337.50 337.50
0.90
0.90 0.90 0.90
appeals;
(BL)Review filed response and follow-up; (BL) Receipt and review AERA's adversary suit regarding producton payment and breaches of reps in PSA; (CO)Discuss royalty and escrow matters with DNR counsel and discuss revisions with Mr, Arlington;; (AD)Work with DNR on lease and property lists - continued
LGW LGW
0.90
0.90 0.90
337.50
337.50
revisions;
LGW
LGW LGW
(AD)Continued work on redline of draft Alaska PSA and forward proposed revisions; (AD)Prepare conference call with client and Rutan regarding diffculties of Poly tech PSA;
(AD)Receive questions regarding bonding issues from Poly tech
337.50 337.50 337.50
0.90
0.90
and how to establish current values for PSA and respond;

LGW LGW
LGW
discuss non-transferabilty of bonds with Polytech and Mr. Marino; (AD)Revisions from Rutan and review PSA for Alaska; (AD)Receive correspondence and questions regarding OCAR discussions with Chevron regarding cure amounts; follow-up with Mr. Cervi and Mr. Lynd; (CO)Continued discussion of Escopeta Corsair issues and claims, especially who to pay rentals and how rentals should be
0.90 0.90
0.80
337.50 337.50
300.00 337.50 337.50
divided between PERL and Escopeta;

LGW
(CO)Discussion with Mr. Arlington and DNR regarding total
0.90
rentals owing and breakdown of numbers;
0.90

STATEMENT
Page: 6

08/25/2009 6476-2795M
11
HOURS
LGW LGW
(CO)Receive and review bankruptcy filings on additional override claims in Alaska; (OP)Receive inquiry regarding status of CIPL pipeline shipping and when lift might occur to determine liabilties of potential
0.70
262.50
337.50 337.50
purchaser;
LGW
(BL)Work with Alaska counsel on dismissal of appeals;
0.90 0.90
07/08/2009
ACM ACM ACM ACM
ACM ACM
(AD) Review Polytec Issues list and prepare comments; (AD) Review and respond to various emails from Mr. Tywoniuk
7.00 0.50 0.70 0.70 0,40 0.50 0.50 0.70 0.70 0.60 0.80 0.90
3,850.00
concerning Polytec issues;

(AD) Follow-up with Ms. Wolf on responses to due diligence requests by Polytec; (AD) Review and respond to various emails with Mr. Amber
275.00
385.00 385.00 220.00 275.00 275.00 385.00 385.00 330.00 220.00
337.50 337.50
337.50
concerning Polytec issues for Alaska leases;

(AD) Emails to Ms. Wolf on research issues; (AD) Initial draft of email to Jaron Ming and Financial responsibility Team for MMS & Bea Unit; (AD) Follow-up emails to Ms. Scotta McFarland on Sale Motion Exhibits for Alaska & Beta Assets; (AD) Review schedules and lists of materials for Goldman due diligence, follow-up with Ms. Wolt, (AD) Initial review of redline of New Alaska PSA; (AD) Follow-up with Mr. Amber on his comments to New Alaska PSA; (AD) Pulled some documents requested in due dilgence e-mail; (AD)Receive and review information regarding Beta, FLCA and SLCA consents to Corsair farmouts and discuss; (AD)Continued work on redline of draft Alaska PSA - cure amounts and proposed dilgence cut-offs;
ACM ACM ACM ACM
JGS
LGW
LGW
LGW LGW
0.90
0.90 0.90
0.90
tech attorneys - recure amounts and extensive dilgence requests;

(AD)Continued work with Poly
tech and address issues of NRI and ORRI holders; several more emails to
(AD)Receive additional emails from Poly
address;
LGW LGW
(AD)Additional questions regarding bonding issues and time table for release of PERL funds for Poly tech and respond; (AD)Additional work on OCAR cure amounts - Group 2; telephone calls and emails; discussions regarding Chevron JIB
337.50
337.50
debt
LGW
(AD)Additional Royalty relief discussion with Mr. Marino -BETA;
0.90 0.80
337.50 300.00

STATEMENT
Page: 7

08/25/2009 6476-2795M
11
LGW LGW LGW

LGW LGW
(AD)Conference call regarding bonding issues with Poly
tech;
HOURS 0.70
262.50
337.50 337.50 337.50
337.50 337.50 337.50 360.00 176.00 176.00 176.00 66.00
(AD)Additional revisions from Rutan and review PSA for BETAcompare ERG comments against original draft; (AD)Review confidentiality agreement proposed by CIRI and Salamatof with Mr. Arlington and Mr. Amber;
(AD)Address Poly
0.90 0.90 0.90
tech concerns regarding claimslreal propert
leases and assist in indemnification of terminated leases; (AD)Receive Goldman Sachs due diligence request and begin
location of information for same.

LGW
0.90
0.90
(AD)Discussion of Goldman Sachs due dilgence request with

client and review data
room posting to eliminate duplication of
LGW
ACM
effort; file review for missing items requested; (CO)Receipt and review REVA CO. ORRI demand letter and discuss with Mr. Arlington and Mr. Saunders regarding how to proceed. Involves TBU and Chevron; tee issues; (AD) Prepare comments for Poly
JGS JGS JGS JGS

07/09/2009
DMC
(AD) Conference with Ms. Wolf regarding same; (AD) Prepare exhibit to describe OCS-P 300; (AD) Prepare exhibit to describe OCS-P 301;
(AD) Prepare exhibit to describe OCS-P 306;
0.90 0.80 0.80 0.80 0.80 0.30
(BL) Review emaH containing Third Legal Due Dilgence

Supplemental Request List; (AD) Review and respond to various emaHs with Mr. Amber regarding PSA issues for Polytec; (AD) Follow-up emaHs to Mr. Twyoniuk on back rentals for Corsair Unit; (AD) Various emails to Ms. Wolf regarding schedules and exhibits to Alaska Assets; (AD) Emails regarding non op interest; (AD) Conference call with company and attorney for weekly call; (BL) Various emaHs to Mr. Kharasch conceming motion to
0.30 0.50 0.90 0.70 0.80 0.80

0.60
ACM
ACM
67.50
275.00
495.00
385.00 440.00 440.00
330.00
165.00
ACM
ACM ACM ACM ACM
dismiss SPBPCO case;
issues;
LGW
(AD) EmaHs to Mr. Sieichter regarding Califomia Transfer Tax
0.30
line of draft Alaska PSA - oil prices, storage and downside of inClUding pricing - forward proposed revisions in light of volcanic activity in area; discuss with
(AD)Continued work on red
co-counsel;
LGW
(AD)Receive addition questions regarding real estate and lease issues and explain plans of development and time limitations of
0.90
337.50

STATEMENT
Page: 8
Pacific Energy Resources. Ltd.

08/25/2009 6476-2795M
11
LGW
LGW
LGW LGW LGW

LGW
same with Mr. Taylor; (AD)Receive additional inquiry regarding regulatory approval of Poly tech; discuss fees to be charged by regulators and services to be rendered; telephone calls and emails to Mr. Hiliard; (AD)Revisions from client regarding Proserv decommissioning study of Alaska PERL properties and review platform inspection form - compare redline against original draft; (AD)Rework Exhibits to PA with Corsair propertes out per client; (AD)Rework Exhibits to PA with Corsair propertes back in per
HOURS 0.90
337.50
0.90
337.50
0.90
337.50
0.70 0.70
262.50 262.50
225.00
337.50 300.00
337.50
bankruptcy counsel;
(AD)Review and approve conflict waiver for Mr. Perkins to serve
as Poly tech Alaska counsel; discuss with Poly
tech counsel;
0.60
(AD)Conference call with Mr. Lynd to discuss bids and strategy
for auction;
LGW
(AD)Receive additional emails from Poly
0.90
tech counsel and

0.80
discuss need for cash good faith deposit; several more emails
lGW lGW lGW

LGW
explaining necessity of establishing US companies; (Bl)Receipt and review draft Motion to Dismiss SPBPCo Case
Upon sale of stock and comment for bankruptcy counsel; work and redline and make suggestions; (CO)Receive demand from Kreielsheimer Remainder Foundation regarding ORRis and moneys claimed; discuss with
bankruptcy counsel and respond;
0.90
0.90 0.90
0.90 0.90 0.60 0.70
0.20 0.80 0.70
337.50 337.50 337.50 337.50
(CO)Focused WESTLAW and PACER legal research on Beta transfer tax issues and send email opinion; (CP)Work on billing revisions with bankruptcy counsel; review order from court to establish auditor for case and audit
requirements;
lGW
LGW
DMC
DMC
(CO)Review claims/unexpired leases from Ms, McFarland and compare with master lists; (CO)Additional work on claims/real propert leases from Ms. McFarland and compare with master lists.;
(Bl) Begin process of locating document(s) responsive to
225.00
140.00
requests;
(BL) Begin process of copying document(s) responsive to
requests;
DMC ACM
(Bl) Various offce conferences with Ms. Wolt,
40.00 160.00
315.00
(AD) Conference call with company and attomey for weekly

call;

STATEMENT'
Page: 9

08/25/2009 6476-2795M
11
---_...._----_.__.HOURS
07/10/2009
DMC ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM
(BL) Continue with process of locating document(s) responsive to requests;

(AD) Review issues of New Kitchen Lights Unit and bank royalties; (AD) Exchange of emails with Rob Saunders & Ms. Wolf; (AD) Revise inserts to New Alaska PSA; (AD) Email to MMS Financial Team for strategies to expedite
0.90
0.50 0.50 0.70
202.50 275.00 275.00 385.00

275.00 110.00 440.00 1,100.00 825.00 165.00
approval process;
(AD) Follow-up with Mr. Ming at MMS; (AD) Review and revise PSA for Alaska;
(AD) Conference call regarding issues on Poly
tee checklist;
(AD) Review issues on CIRI with Ms. Wolf; (AD) Telephone conference with Ms. Davidson at DNR; (AD) Follow-up emails to DNR on New Kitchen Lights Unit and bankruptcy approval of back rentals and dismissals of appeals;
(AD)Continued work on red
0.50 0.20 0.80 2.00 1.50 0.30 0.50
LGW
275.00
line of draft Alaska PSA - oil prices,
storage and downside of including pricing - forward proposed revisions in light of volcanic activity in area; discuss with
co-counsel;
LGW
(AD)Receive addition questions regarding real estate and lease issues and explain plans of development and time limitations of same with Mr. Taylor; (AD)Receive additional inquiry regarding regulatory approval of Poly tech; discuss fees to be charged by regulators and services to be rendered; calls and emails to Mr. Hillard; (AD)Revisions from client regarding Proserv decommissioning study of Alaska PERL properties and review platform inspection form - compare red line against original draft; (AD)Rework Exhibits to PA with Corsair properties out per client; (AD)Rework Exhibits to PA with Corsair properties back in per
0.90 0.90 0.90
337.50
337.50
LGW
LGW
337.50
LGW
0.90 0.70
0.70
337.50
LGW
LGW LGW LGW
262.50
262.50
bankruptcy counsel;
(AD)Review and approve conflict waiver for Mr. Perkins to serve
as Poly tech Alaska counsel; discuss with Poly
tech counsel;
0.60
0.90 0.80
225.00
337.50 300.00
LGW
(AD)Conference call with Mr. Lynd to discuss bids and strategy for auction; (AD)Receive additional emails from Polytech counsel and discuss need for cash good faith deposit; several more emails explaining necessity of establishing US companies; (BL)Receipt and review draft Motion to Dismiss SPBPCo Case Upon sale of stock and comment for bankruptcy counsel; work

STATEMENT
Page: 10

08/25/2009 6476-2795M
11
----_._--------_._----
HOURS
and redline and make suggestions;

LGW
0.90
0.90 0.90 0.90 0.90 0.60 0.90
337.50
(CO)Receive demand from Kreielsheimer Remainder Foundation regarding ORRis and moneys claimed; discuss with
bankruptcy counsel and respond;
337.50 337.50 337.50 337.50
LGW
LGW
(CO)Focused WESTLAW and PACER legal research on Beta transfer tax issues and send email opinion;
(CP)Work on billng revisions with bankruptcy counsel; review

order from court to establish auditor for case and audit
requirements;
LGW
LGW
DMC DMC DMC
(CO)Review claims/unexpired leases from Ms. McFarland and compare with master lists; (CO)Additional work on claims/real propert leases from Ms. McFarland and compare with master lists;
225.00
180.00
120.00
120.00
(BL) Continue with process of copying document(s) responsive to requests; (BL) Continue with process of locating and copying document(s) responsive to requests; (BL) Continue with process of locating and copying document(s) responsive to requests;
0.60
0.60 0.40 0.30 0,90
07/11/2009
ACM ACM
(AD) Review emails regarding Polytec issues;

(AD) Review emails regarding DNR decision to pay Back
220.00
165.00
rentals;
LGW
tech due diligence; answer (AD)Continued work on Poly questions about plans of development for leases and units; file tech counsel; research for documents and send to Poly
337.50 337.50
LGW
LGW
(AD)Continued work on dilgence requests and calls from Poly tech attomeys; (AD)Review documents received for Alaska offce - Copper River farmout documentation and correspondence; add to
exhibits and schedules and forward to Poly tech;
0.90
0.90
337.50
LGW
discuss with Poly
(AD)Locate and review CISPRI Response Action contract and tech counsel; discussion of CIRI and Salamatof agreements and need for rights conferred under
agreements;
LGW
0.90
337.50
LGW
(CO)Email with Mr. Marino and to discuss Aera Bond language and preliminary drafting of whether Aera must consent to transfer BETA bond funds; (CO)Research and review of Aera PSA and assignments to determine Aera's consent rights - email findings to co counsel;
discuss 15 step procedure with Poly tech;
0.90
0.90
337.50
337.50

STATEMENT
Page: 11

08/25/2009 6476-2795M
11
LGW
(AD)Receipt and review DNR decision letter and comment;

(AD) Review various email messages regarding New Alaska
Bid;
HOURS 0.60
225,00
07/12/2009
ACM
0.40 0.90
0.60 0.90
220.00 337.50 225.00

337.50
LGW
LGW LGW LGW
(AD)Receive and review emails from Mr. Marino and Mr. Sieichter regarding revisions to Alaska PSA draft; (AD)Receive inquiry from Mr. Lind regarding receipt of bids and
escrow funds and respond;
(AD)Email to Mr. Marino and to discuss due diligence requests
from potential investors and how to handle same;

(AD)Review email from Ms. Black regarding Memoranda of Assignments and farmout letter agreement and recording of same; discussion of timeliness of filing and implications for
prospective buyer;
0.90 0.90 0.90

0.70
337.50 337.50
LGW LGW
(AD)Receipt and review of Pioneer PSA to determine whether there are continuing rights or obligations for prospective buyer; (AD)Receive full bid package from Mr. Lynd and begin review of
same;
07/13/2009
ACM ACM ACM ACM
337.50
385.00
165.00 165.00
(AD) Initial review of various bids from New Alaska & Polytec; (BL) Follow-up emails to Ms. Wolf regarding status of New Kitchen Unit Extension of Time regarding back rentals; (AD) Emails to Mr. Arlington regarding DNR and Proserv
0.30
0.30
Access;
(AD) Follow-up with DNR on extension of MMS issues with Mr.
Willams in Pacific Region;

ACM
0.80
1.00 0.50
440.00
550.00 275.00 220.00
(AD) Conference call with PERL representatives, bankruptcy counsel and all consultants regarding Bid Agenda and
strategies;
ACM ACM
LGW
LGW
LGW
(BL) Emails to Ms. Rogers regarding Appeal dismissal; (AD) Emails to Rob Schneider et al. regarding New Kitchen Lights Unit; (AD)Discussion with Mr. Arlington regarding call to regulators to discuss abandonment of Alaska properties; review of instructional emails from Mr. Rainwater and Mr. Cervi; follow-up with Mr. Marino; (AD)Review bids and prepare for conference call with company and BK attorneys; (AD)Participate in extended conference call on bid receipt and PSA drafting
0.40
0.90 0.60
337.50 225.00
337.50
0.90

STATEMENT
Page: 12

08/25/2009 6476-2795M
11
HOURS
LGW
LGW
LGW LGW
(AD)Receipt and review NAE qualified bid. Discuss properties that bidder omitted and why; begin work on PSA (AD)Receive spreadsheet from Chevron (Judy Stanek) from Mr. Arlington to determine correct descnption of lease segments (TBU leases) as of 6/01/2003 for proposed exhibits to PSAs or abandonment motions. Review exhibits and schedules accordingly; (AD)Continued revision of TBU lease descriptions per Chevron and DNR analysis (AD)Review Aurora Gas bid for 3 Mile Creek lease interest; discuss whether there is viable preferential nght to purchase in
0.90
337.50
0.90 0.90 0.90 0.90 0.90 0.90
337.50 337.50
JOA; review underlying documents.;

LGW
337.50
337.50
LGW
(AD) Review OCAR bid for TBU and discuss with Lazard, PERL, and Mr. Marino; question vagueness of proposal and financial wherewithal of OCAR (AD)Work with company to develop list of Beta executory contracts that may be assumed or assigned; work with Ms. McFarland and conference call with same;
(AD)Participate in Dewey conference call regarding Poly tech
337.50 337.50
LGW
LGW LGW
ACM
bid; (AD)Continued discussion with DNR regarding site indemnity agreement and Proserv survey of Alaska properties; (CP)Review order to appoint auditor and draft motion to
0.70
262.50 262.50
respond; supply earlier billng per order of court; (AD) Continue conference call with PERL representatives, bankruptcy counsel and all consultants regardin Bid Agenda and strategies;
0.70
0.90
405.00
07/14/2009
ACM
ACM
ACM LGW
(AD) Various emaHs with Mr. Litvak concerning Alaska Sale Auction; (AD) Follow-up with Ms. Wolf regarding Redoubt and Cosmopolitan Units; (AD) Emails to Ms. Shanon concerning MMS & BLM questions;
0.40
220.00
165.00 220.00
0.30 0.40
0.90 0.90
(AD) Work on contract list per Mr. Abelson - Group i contracts

to be assumed and assigned, call from Poly
tech attorneys to
discuss;
LGW
337.50 337.50
(AD) Continued work on contract list per Mr. Abelson - Group I contracts to be assumed and assigned and extensive revisions, tech for comment; return to Poly
LGW
(AD) Discussion with Mr. Arlington regarding delineation of Group i and Group II properties in the Trading Bay lease.

STATEMENT
Page: 13

08/25/2009 6476-2795M
11
HOURS
Discussion of fact that Sabre Prospect is the nonunitized acreage of two TB leases and discuss how to carve out
LGW
interests; (AD) Continued work with Mr. Arlington to determine how to

accomplish carve out especially if Group 2 properties are to be
0.90 0.90
0.90
337.50
337,50
337.50
abandoned;
LGW (AD) Call and emails from Mr. Litvak regarding sale procedure and availability of counsel during sale. Discussion of how to hand liens of creditors; tech proposed payment of cure (AD) Continue work on Poly amounts for Group I discussion of whether certain contracts are
LGW
executory or whether some vendor even

LGW
LGW
(AD) Continued work for Poly
have contracts with PERL. Discussion of how to handle ORRis; tech attorneys regarding due
0.90
337.50
337.50
LGW
dilgence matters; (AD) Continued discussion of cure amounts and ORRI obligations with Poly tech counsel and internal staff (AD) Continued discussion of expired lease issues with
Poly
0.90 0.90
337.50 337.50 337.50
tech counsel and internal staff. Develop listing of current
leases;
LGW
0.90
0.90
(OP) Receive proposed amendment No 3 to DIP financing and review. Send comments to Rutan and discuss with Mr. Marino. Title issues and propert issues to be updated in DIP;
LGW
(CP) Review Motion for authority to apply pre-petition retainer

to pre-petition fees per Mrs. McFarland and comment;
0.70
262.50
07/15/2009
ACM ACM ACM
ACM ACM ACM ACM ACM ACM
(BL) Various emails to Ms. Scotta McFarland concerning
pre-petition issues;
(BL) Follow-up with Ms. Wolf;
0.40 0.30 0.30
220.00 165.00
165.00
(AD) Emails to Ms. Shanon at Department of Justice for BLM & MMS claims; (AD) Follow-up with Ms. Wolf concerning research for payment
of West Foreland issues;

(BL) Emails concerning dismissal of DNR Appeals; (BL) Conference call with Mr. Hoge and Ms, Wolf; (BL) Follow-up with Ms. Rogers concerning DNR appeals; (BL) Join follow-up conference call with Ms. Wolf et al.
JGS
LGW
(BL) Conference call with Remey(?);

(AD) Conference with Ms. Wolf regarding status of due
0.30 0.30 0.80 0.80 0.90 0.90

0.60
165.00 165.00 440.00 440.00 495.00 495.00

165.00
diligence document request; (AD) Continued work on amendment no. 3 to DIP, in particular

STATEMENT
Page: 14

08/25/2009 6476-2795M
11
LGW
reps regarding title and lease issues; (AD) Review proposed PSA with BK counsel comments to determine what special provisions must be made to
accommodate debtots status; discuss with Mr. Kharasch and Mr. Litvak;
HOURS 0.60
225.00
0.90
337.50
LGW
(AD) Receipt and review Poly
tech Group 2 PSA major issues

0.90
to be addressed regarding warranties and representations that Debtor cannot make; discussion with Mr. Cosentino and Mr.
Abelson regarding same;

LGW
337.50
tech Group 2 PSA - with Mr. (AD) Continued discussion of Poly Amber and and Mr. Tywoniuk regarding warranties and representations; talk to Mr. Marino regarding title
LGW
representations and consents; (AD) Receipt and review email from Mr. Saunders regarding
inquiries from Contract Counterparties and Alaska Asset holders discuss same with Mr. Arlington in light of fact that
0.90
337.50
LGW
prospective buyer may wants this propert; AD) Revisions and corrections to exhibit for revised TSA per
Mr. Tywoniuk and Mr. Amber; discussion of duration, duties and appropriate fees;
0.90
337.50 337.50
150.00
0.90
LGW
(AD) Prepare for and participate in pre-conference call

discussion of Poly
tech PSA;
0.40 0.90
LGW
LGW LGW
(AD) Participate in extensive Poly
tech PSA conference call
with Dewey attorneys;

(AD) Receive and review Forcenergy Marathon PSA and
exhibits to answer Concerns of Poly
337.50
tech attorneys;
0,60
225.00
337.50 337.50
337.50
(AD) Continue review of Marathon PSA to determine whether

there are continuing Warranties or obligations for prospective buyer; review fuel gas agreement as well; (BL) Receive and review Union Oil's Preliminary Objection to Sale and discuss issues with BK attorneys and Mr. Marino; (BL) Conference call with Mr. Hoge's offce to discuss dismissal of AK appeals and review proposed documents; (OP) Continued work on proposed amendment No 3 to DIP
0.90
LGW
0.90
0.90
LGW LGW
financing and review. Send comments to Rutan and discuss

with Mr. Marino. Title issues and propert issues to be updated in DIP;
ACM
(BL) Conference call with Polytec attorneys;

(AD) Review of documents related to due dilgence request;
JGS
07/16/2009
DMC
0.90 0.40 0.60 0.90
337.50 180.00 132.00
(BL) Review PACER to obtain recently filed pleadings; ~1l 0J
202.50
~~0J mci F A-Cl

STATEMENT
Page: 15
Pacific Energy Resources, Ltd. OUR FILE NO: STATEMENT NO:
08/25/2009 6476-2795M
11
HOURS
ACM
ACM
(AD) Review various emails from Mr. Amber regarding Polytec PSA and comments; (AD) Telephone conference with Ms. Wolf on status of PSA and
exhibits for Poly tee;
0.60 0.80
1.00 0.50
330.00
440.00
550.00 275.00
ACM ACM ACM ACM ACM ACM
(AD) Telephone conference with Ms. Willams at MMS
regarding Beta and approval process;

(AD) Follow-up and review concerning schedules;
(BL) Review various emails with Catherine Rodgers and dismissal of appeal; (AD) Review various emails from Robert Lynd on agency
0.50 0.70
0.50 0.60
275.00 385.00
issues;
(AD) Review various inquiries from Max Litvak concerning EPA and regulatory lawyers; (BL) Review and respond to emails from Mr. Saunders
275.00
330.00
337.50
112.50
regarding Bankruptcy issues;

LGW
(AD) Arduous conference call with Poly
tech attorneys regarding
PSA matters;
LGW LGW
(AD) Continued work on operated-nonoperated issues for co-counsel and prepare for conference call;
(AD) Conference cali with Poly
0.90 0.30
tech attorneys to discuss

0.90
0.40
337.50
regulatory matters and the need to begin communication with

AK DNR;
LGW
LGW
(AD) Discussion of sending OCAR's bid to Union because the resolution of unpaid cures and liabilties to be assumed on TBU is a negotiation between buyer and Union; (AD) Call to DNR's NY counsel regarding lease descnptions what information DNR and potential purchasers; discussion of expects debtor to furnish about DNR's leases; discusson of
pOSSible abandonment;
150.00
0.90
0.90
337.50 337.50
337.50
LGW
LGW LGW LGW
(AD) Receive additional requests for master dilgence list from Debtor for prospective purchase and update PSA draft of same; (AD)Continue punch list of concerns from BK counsel and begin memo to address;
0.90 0.90
0.90 0.90 0.90
(BL) Provide updated list for contract parties for notice BK proceeding;
(AD) Conference call participation on Group i PSA. Discuss timing of approvals, attempt to address concerns of numerous
Poly
337.50 337.50 337.50 337.50
tech attorneys;
tech regarding schedules for PSA tech regarding schedules for PSA -
LGW LGW LGW
(AD) Preliminary drafting - contracts exhibits for Mr. Abelson;

(AD) Request from Poly
redraft several times;

(AD) Request from Poly

STATEMENT
Page: 16

08/25/2009 6476-2795M
11
discussions with Mr. Arlington;
HOURS 0.90
337.50
112.50
LGW LGW LGW

LGW LGW
(AD) Request from Mr. Saunders regarding schedules for

tech and respond with appropriate documentation; (AD) Venfy with Mr. Tywoniuk regarding content of schedules for transition agreement and confirm to Mr. Saunders; (AD) Receive and review Bingham comments to AK PSA and
Poly
0.30 0,60 0.70
225.00
262.50
337.50
respond;
line from Mr, Saunders - extensive revisions to schedules and comment;
(BL) Review red (AD) Answer email from Poly
0.90 0.70
tech attorneys regarding
preferential rights and material contracts AK properties.
Provide documentation;
LGW
(AD) Receive more due diligence questions from Poly
262.50
112.50 198.00
tech and
0.30 0.90
JGS
07/17/2009
DMC
begin preliminary drafting of responses to questions; (BL) Review PACER to obtain recently filed pleadings;
(BL) Continue with review of PACER to obtain and index all 1o-l
recent pleadings; GU~GX1 ?~ ri ~
0.90 0.50
1.00 0.90 0.30
202.50 275.00
550.00 495.00 165.00
ACM ACM
ACM ACM ACM ACM
(AD) Review and respond to various emails regarding olytec
issues;
(AD) Conference call with Dewey, Rutan & consultants regarding PSA draft; (AD) Review PSA for additional changes to Polytec draft; (AD) Conference with Ms. Wolf; (AD) Review issues on bonding with DNR and Redoubt Escrow with emails to Mr. Saunders, Mr. Tywoniuk and Mr. Amber; (AD) Conference with pre-strategy call with Amber, Tywoniuk et al.; (AD) Follow-up conference call with Dewey et al. on Polytec PSA;
0.90
495.00
275.00
0.50
0.90 0.90
0.90 0.90 0.90
ACM
LGW LGW LGW LGW
(AD) Work on NAE PSA schedules and properties; (AD) Conference call on NAE PSA and requirements for
funding;
495.00 337.50
337.50 337.50
337.50
(AD) Extensive work on Polytec PSA Group l and continued due dilgence requests;
(AD) Discussion with AK offce regarding seismic information and licensing and whereabouts of propert that would be
conveyed to successful bidder; (AD) Discussion of how to describe propert in globo as well as discussion of whether material contracts can be separated by Group I and Group II methodology;
LGW
0.90
337.50

STATEMENT
Page: 17
Pacific Energy Resources. Ltd.

08/25/2009 6476-2795M
11
HOURS
LGW LGW LGW LGW
(AD)Discus findings from AK conversations with Poly tech
counsel;
tech TSA - rework exhibit; (AD) Address similar issues in NAE TSA;
(AD) Work on Poly
0.80 0.90 0.40

tech
300.00 337.50 150.00 337.50

.;
(AD) Discussion with DNR BK attorney regarding Corsair

issues and qualificationof Poly and urge Poly tech. Report findings to Poly
tech to contact DNR;
0.90
LGW
(AD) Extended discussion of Marathon Fuel Gas contract and

tech attorneys in regard to whether both must be accepted or rejected and Implications of $3.0 cure amount. Explain P&A indemnity provisions and suggest that it is business decision; (CO) Receive information regarding notice to EPA and contact same about the SK filing and fact that agency was notified;
Marathon PSA with Poly
0.90
337,50 225.00
337.50
LGW
LGW
0.60
(AD) Extensive discussion of bonding obligations and fact that

Poly
tech must make arrangements for bonding obligations prior
to closing;
0.90
0.90 0.90
LGW
(AD) Numerous emails and calls from Mr. Leung at Dewey to

discuss due diligence requests. Discussion with Mr. Manno
regarding reasonableness of requests; .

DMC DMC DMC DMC ACM
ACM ACM ACM
(SL) Prepare index of all recent pleadings~~
(SL) Continue review of PACER to obtain all recent pleadings~~ 0.90

(SL) Review of PACER to obtain and index all recent pleadings; 0.50
(SL) Obtain and index all recent pleadings from PACER; ~~o.fT0.50
(AD) Conference call with Dewey, Rutan & consultants regarding PSA draft;
337.50 180.00 180.00 100.00 100.00 450.00 405.00 405.00

135.00
(AD) Conference call with Dewey et al. on Polytec PSA;

(AD) Follow-up conference call with Dewey, Rutan & consultants regarding PSA draft;
1.00 0.90
0.90 0.30
(AD) Continue conference call with Dewey et al. on Polytec

PSA;
07/18/2009
ACM
ACM ACM
ACM ACM
LGW
(AD) Follow-up with Mr. Amber regarding NAE PSA and regulatory compliance; (AD) Conference with Ms. Wolf; (AD) Participation in conference call with Polytec lawyers and PERL representatives; (AD) Internal conference call with PERL representatives; (AD) Review Three Mile Operating Agreement issues concerning preferential right; (CO) Receive information regarding MMS objections in AK SK;
0.30 0.20
1.50 0.80
165.00 110.00
825.00 440.00
0.70
385.00

STATEMENT
Page: 18

08/25/2009 6476-2795M
11
research and discuss with Mr. Marino;

LGW LGW
(AD) Discuss open items from PSA conference call;

(AD) Continue dealing with contract assumption issues per Mr. AbelsonExtensive contract review and discussion with Mr., Arlington;
HOURS 0.80 0.90
300.00 337.50 337.50
0.90 0,90
0.60
LGW
(AD) Continued work on PSA Title defect amounts and

convince Poly
LGW LGW
provisions, indemnities other reps and warranties; try to tech that this is a BK sale; (AD) Continued document requests work with AK offce to supply; (AD) Discussions of asset sale and Winddown budget for
debtor - conference call regarding how long it wil take Poly tech
337.50 225.00
337.50
to get up and running;
0.90 0.60
LGW
LGW LGW
AD) Extensive discussion of seismic information and licenses

to use; revisit bonding Issues; (AD) Work on Notice to counterparties issues for BK counsel;
225.00
extensive research;
(AD) Begin extensive review of CIPL documents for Poly tech
0.70 0.90
0.80
262.50
337.50 300.00
187.50
counsel attempt to provide transfer schedule from information

LGW
provided by A. Hoge; (AD) Answer questions from Mr. Abelson regarding CIPL and P&A obligations that come with the asset. Refer Mr. Abelson to
specific documents that delineate this obligation; (AD) Attempt to locate CIPL minutes and other guarantee
agreements. Forward to Poly
LGW
tech counsel;
0.50
LGW
tech counsel that oil and gas (AD) Attempt to inform Poly transactions are typically "as is where is" and that indemnities and warranties are not possible in this BK situation. Provide paper from other typical transactions:
0.90 0.90 0.70
337.50 337.50
LGW LGW LGW
(AD) Receive update from Cook Inlet and discuss viabilty of

offer outside auction setting.
(AD) Discussion of possible closing with Poly
tech and whether

262.50
337,50
tech
we can waive regulatory requirements;

(AD) Participate in extensive conference call with Poly
attorneys;
0.90
07/19/2009
ACM ACM ACM
(AD) Participate in internal call to prepare for Dewey Polytec conference call;
0.70 0.50 1.30
385.00
275.00 715.00
(AD) Emails to Mr. Amber and Ms. Wolf on Alaska Group 1

PSA; (AD) Follow-up conference call with Polytec and Dewey team;

STATEMENT
Page: 19

08/25/2009 6476-2795M
11
HOURS
ACM
(AD) Emails to Mr. Arlington regarding liens and net revenue
interest;
LGW
0.40 0.90
tech on PSA - preliminary
220.00
337.50 337.50 337.50
187.50
tee PSA for Group 1 requires substantial work. conference call to discuss with entire PERL
(AD) Receipt and review of Poly
team;
LGW LGW LGW LGW
LGW
(AD) Conference call with Poly
page-turn; (AD) Discussion of preferential right issue in Three Mile Creek

JOA with Mr. Marino and Mr. Arlington;
0.90
0.90
(AD) Discussion with Mr. Arlington regarding CIPL minutes for

Poly tech;
0.50
tech regarding seismic and other
(AD) Discussion with Poly
licenses;
Extensive discussion of regulatory issues and bonding as well as requirements for closing. Discussion with Mr. Hilliard at Dewey; (AD) Discussion of assumed liability of PERL entities for leases
(AD)
and P&A; explaincorporate structure of debtor to Poly tech;
0.60
0.90
225.00
337.50 337.50 300.00

300.00
LGW LGW
LGW
0.90
(AD) Discussion of tax implications of deal and why there should be no issue;
(AD) Rework pref right schedule and material contracts - major revisions; (AD) Draft NRI and lien schedules - insert REVA CO. ORRI
0.80
0.80
LGW
LGW
language; (AD) Discuss FCC license transfer and renewal process

Preliminary research to determine how to accomplish;
0.60
0.90
225.00
337.50 337.50
LGW
(AD) Continued due dilgence request and file research various topics;
0.90
07/20/2009
DMC ACM ACM ACM ACM
(BL) Index all recent pleadings; -~ o.d. llL rncu("~ 0.90

(AD) Review and respond to emails from Mr. Saunders and Ms.
Wolf concerning schedules & Pay-out Balances;
202.50
275.00 770.00 275.00
385.00 385.00 337.50
0.50
1.40 0.50
(AD) Emails to Ms. Bayhi to establish various Group 1 and Group 2 PSA's; (AD) Conference with Ms. Wolf regarding schedules and PSA's; (AD) Follow-up emails to Mr. Amber and Mr. Sieichter for
schedules;
ACM LGW
(BL) Review bankruptcy law issues in oil and gas matters; (AD) Receive and review well status chart from Jim Arlington and discus with Polytec. Conference call;
0.70 0.70 0.90
LGW
(AD) Discussion of Schedule 14.24(a) and (b) regarding

STATEMENT
Page: 20
08/25/2009 6476-2795M
11
HOURS
royalties and ORRIS for Group I PSA. Discussion of payout balances and Escopeta rentals;
LGW
0.90 0.90
337.50 337.50
(AD) Discussion of winddown budget and post closing

obligations of Debtor with Rutan and BK counsel language for tech PSA. Discussion of litigation provisions; Poly (AD) Continued discussion of pref right issue - Three Mile Creek and other notice and consent provisions questioned by
LGW
tech. Discussion of which part is responsible for such Poly permissions;

LGW LGW LGW
LGW
0.90
337.50 337.50 300.00 337.50 337.50
(AD) Review TB Facility Agreement with Unocal and discuss

with Mr. Arlington - follow up with conference call with Poly (AD) Continue conference call with Poly tech;
tech and internal call;
0.90 0.80
0.90
(AD) Discussion of Escopeta issues and discussion with

Poly
tech attomeys;
tech regarding CIPL and
(AD) All-hands conference cali regarding auction results and

discussion with BK attorneys;
(AD) Extensive discussion with Poly
0.90
0.90 0.90
LGW
LGW LGW LGW
DMC DMC DMC
issues relating thereto; (CO)Discussion of Marathon PSA and cure amounts thereunder - discussion of whether to reject PSA and lose indemnities; (CO) Continued discussion of ORRI payments re Kreielshemier Remainder Foundation and demand letter from attorneys;
337.50
337.50
0.70 0.90 0.90 0.90 0.70

0.80 0.80 0.50 0.70 0.50 0.40 0.30 0.30
262.50
337.50 180.00 180.00
140.00 160.00
(AD) Discussion with state of AK attorney regarding qualification of bidders. Follow-up with department;
(BL) Continue to index recent pleadings; ~~ar~ m(. .

(BL) Continue Indexing all recent pleadings; ~y. to i.W wi'l iiDt
DMC
(BL) Assist Ms. Wolf with locating various San Pedro Bay Pipeline documents; (BL) Continue to assist Ms. Wolf with locating various San
Pedro Bay Pipeline documents;

07/21/2009
DMC ACM
(BL) Conferences with Ms. Wolf; (AD) Conference with Ms. Wolf regarding status of regulatory
180.00
issues;
ACM ACM ACM
ACM ACM
(AD) Back rentals for Corsair Unit leases; (AD) Review bidding process and ordinance; (AD) Review various emaHs from Mr. Saunders regarding objections by DNR; (AD) Follow-up with emails from Mr. Amber: (AD) Telephone conference with Mr. Hall regarding Cook Inlet offer;
275.00 385.00 275.00 220.00 165.00

165.00

STATEMENT
Page: 21

08/25/2009 6476-2795M
11
ACM ACM ACM ACM LGW
(AD) Conference with Ms. Wolf regarding schedules;

(AD) Emails to Ms. Parker regarding PSA's;
(AD) Conference call for Internal discussions on Polytec issues; (AD) Conference with Ms. Wolf; tech PSA (AD) Continued work on well status exhibit for Poly
and discussion of well list;
HOURS 0.50 0.40 1.20 0.30
275.00 220.00 660.00 165.00

337.50
337.50 337.50 337.50
0.90
LGW
(AD) Research and review of FCC licensing procedures and need to transfer for FOC to new purchaser of Group i assets; download instructions and information
0.90 0.90 0.90
LGW
(AD) Participate in "All Hands" conference call to discuss AK

sale, Beta Sale and other BK matters;
LGW LGW
(AD) Draft Permitted Encumbrances schedule for Group I

assets. File research;
LGW
LGW LGW LGW LGW LGW

LGW
(BL) Receipt and review of Objection of BLM to cure amount; discuss with Kathy Shahan and Jim Arlington and try to settle outside court setting; (BL) Receive CIRI Objection to Motion to Abandon and review. Discuss with BK attorneys and Mr. Arlington. Discussion of cure amounts and needs for CIRI cooperation and rows; (BL) Review ORRI Holders Objections to Sale and discuss with Mr. Marino and Mr. Saunders. Legal research on same;
(BL) Review Marathon objection to sale. Review attachments
0.90
0.90 0.80 0.90 0.90 0.70 0.70 0.90 0.80 0.80 0.80 0.80
337.50 337.50
300.00
and related documents and discuss with BK counsel; tech PSAs; (AD) Continued drafting and revisions to Poly continues conference calls to discuss tech changes to TSA. Review and comment (AD) Receive Poly (BL) Conference call with Rob Saunders and Mr. Marino re
337.50 337.50 262.50
Objections
(AD)lnquiry form Rutan regarding sales tax on BETA assets. Legal research (AD)Review of tax sharing documents for Polytec and respond
262.50
337.50 300.00 160.00 160.00 160.00
LGW DMC DMC DMC
(BL) Begin drafting of assignments; ~ "b ~

(BL) Continue drafting of assignments;
(BL) Continue review and drafting of assignments;

of letter from Chevron relating to Trading Bay Field; review of various e-mail communications relating to transaction; (AD) Review schedules and emails from Mr. Sieichter and Ms.
Review
07/22/2009
HEG
ACM ACM
0.50
0.50
212.50 275.00
385.00
Wolf;
(AD) Conference with Ms, Wolf regarding Redoubt Bond and Trust Account for DNR;
0.70

STATEMENT
Page: 22
08/25/2009 6476-2795M
11
HOURS
ACM ACM ACM ACM ACM ACM ACM
(AD) Email to Ms. Williams and Mr. Shareshi regarding schedule of sale for Beta; (AD) Initial review of Seller Form of Beta PSA; .. (AD) Telephone conference with Mr. D. Katie, Mr. V. Katie and Mr. Cervi regarding CVX demand letter; (AD) Review and respond to various emails concerning CIPL
0.30 0.70 0.50 0.70
165.00 385.00
275.00
385.00
issues;
(AD) Conference call with Mr. Amber, Mr. Saunders and Ms. Wolf regarding CIPL and abandonment liabilty for the pipeline; (AD) Conference with Mr. Garner to review Chevron
0.90
0.50
495.00
275.00
Agreements and research;

(AD) Telephone conference with Mr. Cosentino and Mr. Abelson regarding Operational issues under Facilities Agreement, TBU Operating Agreement and CIPL Pipeline
Agreement;
ACM ACM ACM
(AD) Various emails to Mr. Abelson and Mr. Cosentino; (AD) Follow-up with Mr. Amber, Mr, Arlington and Ms. Wolf for Dewey questions; (AD) Conference call with Dewey lawyers, Mr. Arlington, Ms. Wolf and Mr. Amber regarding operational issues for Alaska
0.80 0.50 0.60

1.00
440.00 275.00
330.00 550.00
337.50 300.00
Assets;
LGW
LGW LGW
(AD)Receive request from Polytec to prepare memorandum regarding qualification procedures to hold MMS leases in Pacific Region. Preliminary drafting of memorandum; (AD)Discussion of 15 step procedure and review proposed PSA for buyer's warranties and representations;
0.90 0.80 0.90 0.50 0.90 0.90
(AD) Receipt of email from Rutan attorney inquiring as to

progress on due diligence re BETA requests from Polytech. Respond and supply copies of responses;
337.50
187.50
LGW
(AD) Receipt and review copy of MMS 2004 report BETA and review discussion with Poly
decommissioning
tech attorney;
LGW LGW
(BL) Emails and discussions of TBU Facilty Agreement access issue with Mr. Litvak and Mr. Arlington; (BL) Participate in conference call regarding TBU access issues and ramifications thereof. Discussion of rows in Pacific's name
337.50
that Unocal needs and suggest negotiations

LGW
(BL) Receive request from Rob Saunders regarding Creditors committee request for information regarding access to airstrip and dock as well as right-of-ways associated with TBU production facility. Discussion with Mr. Arlington regarding same and review of correspondence on topic; (AD) Receipt and review of revised schedules for PSA and
337.50
0.90
337.50
LGW
SCHULLY, ROBERTS, SLATIERY & MARINO

STATEMENT
Page: 23
08/25/2009 6476-2795M
11
LGW
propose changes to schedules; (AD) Inquiry from Digitel regarding offer to new buyer. Discuss tech attorneys. Discuss other licenses requiring with Poly
HOURS 0.90
337.50 337.50
337.50
payment or fess;
LGW LGW
0.90 0.90
(AD) Prepare summaries of Material Contracts for inclusion in Notice Motion per Mr. Saunders (BL)Conference call regarding preparation of complete service lists (for Alaska and Beta) of all persons and entities asserting any lien or recorded real propert interests, as well material
contracts and cure amounts

LGW
0.90
337.50
LGW LGW
(BL)Follow up emails to determine who should be included gather file information regarding Lien holders, security interest holders, creditors, counter-parties to executory contracts (including lessors under the 0 & G leases), taxing authorities, ORRI holders and production payment holders (AD)Email from Mr. Arlington regarding conflict new Marathon
0.90 0.30
0.80
337.50 112.50
contract and slot exchange and respond

(BL)Receipt and review of Aera Objection to Motion to Extend Time to Assume or Reject Real Propert Leases and email Ms. McFarland concerning motion
300.00
07/23/2009
HEG
Review of Trading Bay Unit Operating Agreement and Trading Bay Field Operating Agreement; preparation of e-mail communication relating to restrictions on transfer of Trading Bay leases; review of various e-mail communications relating to
DMC
transaction; (AD) Continue drafting of assignments;

(AD) Review Producing Handling Facilty related documents; (AD) Review and respond to various emails for due dilgence questions for Dewey lawyers; (AD) Conference with Ms. Wolf on contingent liabilities; (AD) Review and respond to Rob Saunders regarding BLM & MMS issues;
JGS
ACM
1.00 0.90 0.30
425.00 202.50 82.50

275.00 330.00
ACM ACM
ACM ACM
0.50 0.60
0.40 0.50
0.20 0.40 0.50 0.50 0.80
(AD) Email to Gerr Tywoniuk concerning Beta Issues;

(AD) Follow-up with Ms. Vesco at MMS regarding 15 step
220.00 275.00
110.00
procedures;
ACM ACM ACM ACM
(AD) Conference with Ms. Wolf on clarifications of MMS restrictions and due dilgence; (AD) Various emails to Mr. Saunders on BLM issues; (AD) Conference cali with company and bankruptcy counsel;
tee issues;
(AD) Telephone conference to discuss Poly
220.00 275.00 275.00 440.00

STATEMENT
Page: 24
08/25/2009 6476-2795M
11
HOURS
ACM ACM ACM ACM ACM ACM ACM ACM ACM LGW
(AD) Follow-up with Mr. Cosentino regarding Easements and
ROWs;
(AD) Follow-uP with Ms. Wolf; (AD) Emails to Dewey lawyers on TBU issues; (AD) Telephone conference with Dewey Lawyers regarding TBU and ROW issues; (AD) Follow-up with Mr. Arlington; (AD) Telephone conference with Mr. Amber regarding status of Polytec efforts to use R-O-Ws; (AD) Conference with Ms. Wolf; (AD) Follow-up with Mr. Amber regarding CIPL and ROW
0.50 0.30 0.50

1.00 0.50
275.00 165.00 275.00

550.00 275.00
330.00 220.00
0.60 0.40
issues;
LGW
(AD) Follow-up with Mr. Amber on Preferential Rights issues; (AD)Discussion of CIPL P&A liability with Rutan and Mr. Marino. Review of pertinent documents tech for
(AD) Revise Schedule 6.2 Assumed Contracts per Poly
0.50 0.70 0.90 0.80

0.90 0.90 0.90
275.00 385.00
337.50 300.00
LGW LGW
LGW
next turn of PSA - Rutan; (AD)Review DNR Objection filed with BK \Court and follow up with agency. (AD) Continued work on Facilities Agreement and surveys with Mr. Arlington. Revise pertinent exhibits tech attomeys (AD)Discussion of operational issues with Poly
337.50 337.50 337.50
volcanic activity and Force majeure issues. Discussion of when
CIPL wil be operational again;

LGW
tech AD)Review Throughout Agreements and discuss with Poly
attorneys; continued discussion of Trading Bay Facilities
Agreement and whether fee ownership wil suffce to maintain

access to facility.
0.90
0.60
337.50
LGW
LGW
(AD) Discussion of whether new owner wil operate North

Alexander Unit; if not, PERL must resign per DNR letter; (AD) Send MMS 15 Step procedure to attorneys at V&E for Silverpoint; conference call to discuss qualification for Pacific
225.00
337.50
337.50
112.50
LGW
region (AD) Send MMS 15 Step procedure to attorneys at V&E for

Silverpoint; conference call to discuss qualification for Pacific region (AD) Receive and review Notice of Auction Result from Mr.
Litvak;
0.90 0.90 0.30
LGW
LGW
tech and
0.90
337.50
(AD) Review additional due diligence request from Poly
begin to gather materials. Forward materials and send to
LGW
dataroom; (AD) Participate in conference call PSA revisions and

STATEMENT
Page: 25 0812512009
6476-2795M
11
HOURS
suggestions; continued discussion of warranties and reps with tech. Discussion of need to qualify with DNR prior to closing Poly
DMC DMC DMC DMC
(AD) Continue drafting of assignments;

(AD) Conference with Mr. Gamer regarding Trading Bay Unit;
0.90 0.90 0.90 0.90 0.90
337.50 180.00 180.00

180.00 180.00
(AD) Locate copies of Trading Bay Field Joint Operating Agreement; (AD) Continue drafting assignments;
Review of various e-mail communications relating to
transaction; partial review of red line changes to
07/24/2009
HEG
purchase and
0.50
DMC
sales agreement prepared by Byfield Holdings Limited; Review PACER to obtain copies of pleadings (1.40); copy,
212.50
945.00
77.00 77.00 82.50
index and file recent pleadings filed of record (2.80); ~~ '(fO

PJG
t.B~Conference with Mr. Marino regarding operating
4.20
0.20 0.20
0.30 0.90
PJG
agreement/rejection issues; OQgal research regarding operating agreement/rejection

issues; ;
JGS
LGW
(AD) Conference with Ms. Wolf to discuss San Pedro Bay processing facility; (AD) Review Farm out Contract between FOC, Anschutz. , Explain Copper tech Delphi and Rutter and comment for Poly River leases were recently an exploration license
337.50 337.50
LGW LGW
(AD) Discussion with CIRI Land Manager regarding cure

amounts due and discuss with Mr. Arlington and Poly tech
0.90
0.90
0.90
0.90
(AD) Review West Foreland Agreements to explain to Polytech

attorneys; discuss with MMS and Mr. Arlington regarding issues re royalty computation; (AD) Review Forest acquisition agreements to determine whether Forest has liabilty for unpaid royalties in West McArthur or if liability cut off with acquisition of entity; (AD)Continued research and document analysis of royalty issues in re Forest. Preliminary memo drafting (AD)Document review and file research regarding Salamatof easements and West Foreland General Agreement consents and transferability (BL)Update of dismissal of PERL appeals AK courts and
337.50
337.50 337.50
LGW
LGW
LGW
0.90 0.40
337.50
150.00
LGW LGW
administrative
tech attorneys regarding Group 1/Group 2 carve out and Unocal implications; discussion with client and Mr. Arlington to ensure propert descriptions are complete and correct
(AD)Discussion with Poly
0.90
337.50

STATEMENT
Page: 26
08/25/2009 6476-2795M
11
HOURS
LGW
LGW
(BL) Review draft of Reply to Objections to AK Sale Motion per

request of Mr. Saunders comments and suggestions tech inquiries regarding BETA assets (AD) Response to Poly pumping station and lease descriptions; clarification of DCOR issues and regulatory consents and qualification required tech inquiries regarding BETA (AD) Continue to address Poly assets MMS and lease descriptions; further clarification of DCOR issues and regulatory consents and qualification issues
0.80 0.90 0.90 0.90
300.00
337.50
337.50 337.50
LGW
LGW
(AD) Research to determine where CIPL administrative fees

originate and whether such are dischargeable per request of Mr. Squanders and Ms. McFarland
LGW
(AD) Discussion with Mr. Amber and Mr. Marino regarding how
tech can protect Corsair farmout rights. Query if proper Poly way for polytec to get security is to file a UCC-1 against those contract rights. Multiple emails and calls;
0.90 0.40
337.50
150.00
LGW LGW
(AD) Discussion of transferability of CISPRI Response action contract;

tech (AD) Continued work on easement/row issues with Poly
LGW
ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM
ACM ACM
and Mr. Arlington Protracted conference call to determine whether buyer will have necessary access for pipeline to CIPL building (AD) Continued discussions of access issues and map review. Conference with Ms. Wolf regarding issues affecting ROWand
0.90 0.90 0.50 0.30 0.50 0.40 0.50 0.50 0.80 0.60 0.40
1.20 0.30 0.20 0.20
337.50 337.50
Facilties Agreement;
Various emails regarding representation with Mr. Perkins;
Emails regarding Corsair rentals;

Follow up with Rutan regarding Beta issues; Conference call with Ms. Wolf regarding contracts at DNR;
Initial review of Beta PSA;

Conference call with Denery attorneys regarding Beta issues; Follow-up with Mr. Farner to review Beta PSA; Emails to Mr. Amber regarding Corsair F/O Agreement; Review PSA with Denery attorneys and changes with Ms. Wolf; Emails to MMS - Lyneete Vesco regarding Beta Sale; Follow-up with Ms. Willams at MMS; Emails to Mr. Baker regarding Corsair Farmout Agreement; Review and respond to various emails with Mr. D. Katic concerning R-O-W and easement issues; Follow-up with Ms. Wolf regarding JOA for Beta Unit and
275.00 165.00 275.00 220.00 275.00 275.00 440.00 330.00 220.00 660.00 165.00 110.00 110.00 275.00
385.00 165.00 275.00
0.50 0.70 0.30 0.50
Facilties;
Follow-up with Mr. D. Katic on R-O-W and TBU issues; Review PSA memorandum from Mr. Garner on the Beta issues;

STATEMENT
Page: 27
08/25/2009 6476-2795M
11
HOURS
ACM
Conference with Ms. Bayhi regarding Pacific title and Beta offer letters;
0.30
165.00
07/25/2009
LGW
(AD) Preliminary work on credit lender bid for BETA; review Preliminary drafts of agreement from RUTAN;
0.90
337.50
LGW
(AD) Continued work on NPT Alaska PSA; discussion of

whether DNR wil approve assignments if buyer does not ratify and join the JOA. Convey findings to buyer (AD) Work with Mr. Arlington and BK counsel on Marathon/Union Asset and Exchange Agreement; discuss
whether ordinary course or requires BK court approvaL.
0.90
337.50
LGW
Discussion whether it requires lender ok under the DIP financing agreement;

LGW
(AD) Continued work on legal issues regarding
0.90
337.50
Marathon/Union assetand exchange agreement - ordinary course v. BK court approvaL. May need lender ok under the DIP financing agreement;
0.90 0.70
337.50 262.50
LGW LGW
(AD) Draft lien schedule for Group I and Group II sales (AD) Receipt and review letter from Union opposing sale of
Group I without Group II discussion of negotiations ongoing prior to bankruptcy and Union need for certain rows in Pacific (FOC's) name for TBU;
0.90
337.50
LGW
(AD) Continued discussion of Corsair rentals and whether
LGW
Escopeta will attempt to usurp all rights if it pays the rents. Document review and discussion with Mr. Amber and Mr. Marino (AD) Prepare and participate in conference call with debtor on
0.90
337.50
337.50
NPT/OCAR Group ii PSAs. Page turn of PSA and discussion

and TB Production Facility pipelines to determine access
of schedules and exhibits;
0.90
LGW
(AD) Receive additional documentation and maps for Kustatan
ACM
issues; (AD) Emails to Mr. D. Katic regarding Assumption of Facilties

Agreement; (AD) Follow up with Ms. Wolf concerning Facilities Agreement;
(AD) Various lenders' PSA for Beta Unit; (AD) Conference with Ms. Wolf; Various emails with Mr Amber regarding U.S. entity requirements and qualification of agencies; (AD) Email follow-up with Mr. D. Katie regarding PFAO and facilities;
0.60 0.40 0.40 0.60 0.30
225.00 220.00 220.00 330.00 165.00

275.00
110.00
ACM ACM ACM ACM

ACM
0.50 0.20

~'TATEMENT
Page: 28
08/25/2009 6476-2795M
11
ACM ACM ACM ACM
(AD) Conference call internally with Pacific and all counsel; (AD) Follow-up emails on lien searches on Facilties; (AD) Various lenders' PSA for Beta Unit; (AD) Continue conference call internally with Pacific and all
HOURS 0.60 0.70 0.60
330.00 385.00 270.00

270.00
counsel;
0.60
07/26/2009
LGW
tech due diligence team for CIPL (AD) Request from Poly documents; locate early documents from files and AK personnel
and forward
(AD) Continue working on requests from Poly
0.90 0.90
337.50
LGW
tech due
337.50
dilgence team;RCA website research and review of old documents from Forest OiL.
LGW
(AD) Receipt and review open issues regarding access to TB

Production Faculty for Group 1 buyer. Issues - airstrip, dock, pipeline right of ways, prepare for conference cali with Mr. Perkins. Conference call with MR. Arlington and Mr. Tywoniuk (AD) Review Copper River JOA and related letter agreements tech due Diligence team. Explain genesis of Copper for Poly River leases (formerly exploration License) (AD) Discuss regulatory approval process for SPBPC California State Lands Commission; locate new lease and quitclaim from agency and Mayer Brown attorneys (AD) Discussion of consent issues with SPBPCo. review letter
0.90 0.40
337.50
150.00
LGW
LGW
0.90
0.90
0.90 0.90 0.80
337.50
LGW
from agency requiring preapproval of potential purchaser;

emails and calls with Mr. Amber and Mr. Marino to discuss
337.50 337.50
337.50
LGW
tech Beta PSA; work on schedules and (AD) Work on Poly exhibits. Preliminary Drafting; address Aera, Nobel SWEPI
consent issues and production payments;
LGW
(AD) Discussion of CIPL claim for administrative costs and

unpaid costs of moving PERL non-op oil through the pipeline. Discuss with Mr., Arlington and email Mr. Hoge to clarify; Various emails to Mr. Amber regarding San Pedro Bay pipeline and State Lands Commission; Follow-up emails with Mr. Kharasch conceming SPBPL and SLC; Follow-up emails with Ms. Wolf concemlng consents; Review schedules to Master Group assets; Emails to Ms. Wolf;
ACM
ACM
440.00
220.00 275.00 275.00 165.00
ACM ACM ACM
0.40 0.50 0.50 0.30
07/27/2009
HEG
(AD) Partial review of redline comments to purchase and sales

STATEMENT
Page: 29
08/25/2009 6476-2795M
11
agreement made by Byfield Holdings; ,

DMC DMC LGW
(AD) Set up PSA and Bid files; 'Y~ ~ db \i~

(AD) Continued work on issue of
LGW
where CIP s authority to file administrative expense motion comes from; continued document review. Shareholder Agreement has expired; (AD) Check with AK offce and Long Beach to review invoices and payment history for CIPL expenses. Determine if PEAO typically billed by CIPL for pipeline use expenses for the Union operated properties or if expense typically paid for by Union and
Update and organize files; i~ C\Cft d;~
HOURS 0.90 0.70 1.00
382.50 157.50 225.00

337.50
0.90
then included in operating expenses;

LGW
(AD) Continued discussion with Poly
0.90
337.50
tech due dilgence team
regardingfact that we do not have fully executed documents in all cases; continue to research and supply what documents we
LGW
possess or that are in AK offce. Receive additional requests for old Forcenergy documents; (AD) Receipt and review updated OCAR Group Ii PSA and
review. Continue To determine how to do allocation if all Ocar
0.90
337.50
plans to do is assume the cure amount ($43M). Reiterate need

LGW
to form U.S. company to hold leases; (AD) Conference call with Joe Perkins on access issues; farmout issues; cure Amounts with Mr. Manno, Mr. Arlington,
and Poly
0.90 0.90
337.50 337.50
337.50
tech team
tech
LGW
(AD) Intemal call with PERL drafting team and Mr. Tywoniuk
regarding AK PSAs Discuss open issues and fact that Poly
refuses to change indemnities and reps;

LGW
0.90
tech attorneys and (AD) Participate in extended call from Poly continue discussions of open issues access, Ci PL, material
LGW
contracts; (AD) Receipt and review email from Bingham lawyers

regarding credit bid conference call. Send preparation docs to client and review issues (BETA) for call; (AD) Receive and review bid summanes from Mr. Lynd. Call to discuss regardingMMS questions for Mr. Manno tech conference cali on AK issues and (AD) Partcipate in Poly entertain possible solutions continue to address facilties issues and regulatory agency matters. Calls to AK to clarify rentals
0.90
0.50
337.50
187.50
LGW
0.90
337.50
LGW
LGW
tech as it is diffcult to per Mr. Abelson. Revisit issues with Poly determine whether to include contracts since they are not sure what contracts they wish to reject;
issues; (AD) Extensive work on contracts to be assumed or rejected
0.90
337.50
0.90
337.50
SCHULLY, ROBERTS, SLATIERY & MARINO

STATEMENT
Page: 30
08/2512009 6476-2795M
11
HOURS
LGW
(AD) Rework amended cure notice with Mr. Saunders as

Polytech's list keeps changing Decide to Amend original cure notice; (AD) Furnish copies of Lease and Right of Way Agreement Salamatof Native Association, Inc., Forest Oil Corporation, and
0.60
225.00
LGW
Unocal and West Foreland General Agreement with Salamatof

Native Association, Inc., Cook Inlet Region, Inc. and Stewart Petroleum Company to RUTAN attorneys and include summary of each;
LGW
0.80
300.00
(AD) Discussion with Mr. Abelson and MR. Tywoniuk regarding

DNR escrow possibility for Corsair leases if Escopeta does not pay; discussion with DNR BK counsel and DNR; follow-up with Mr. Tywoniuk (AD) Continued discussion of Asset Exchange Agreement with Mr. Litvak and Mr. Arlington and Union strategy regarding sale
0.90
0.90 0.80 0.50 0.80 0.30 0.80 0.30 0.20 1.00 0.70
0.40 0.50 0.40 2.30
337.50
LGW
of Group i. Conference call and PSA revisions to cover

LGW
ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM ACM
(AD) Receipt and preliminary review of NPT Group II PSA: Review and respond to various emaHs regarding NPT PSA; Review and respond to emaHs regarding ROWs; Follow-up with Mr. Amber regarding Corsair issues; Initial review of NPT PSA; Conference with Ms. Wolf regarding Escopike and escrow
337.50 300.00 275.00 440.00 165.00 440.00

165.00 110.00 550.00
deposit;
Review
and respond to emails from Mr. Litek regarding hearing; Review Beta PSA and forward to Clinsky Parker for comment; Conference call with Mr. Sanders at Polchisim and Mr. Nelson at Densy; Conference call with Ms. Wolf regarding DNR position on
385.00
Corsair;
Follow-up emails to Ms. Parker;
Emails to Mr. Muler regarding Escopeta issues; Prepare redline comments to NPT Alaska Group PSA;
220.00 275.00 220.00 1,265.00

346.50 346.50
308.00 140.00 180.00 450.00
HEG
(AD) Continue review of redline comments to PSA made by

Byfield Holdings;
0.90 0.90 0.80 0.70 0.90 1.00
HEG HEG
DMC DMC ACM
(AD) Continue review of PSA; made by (AD) Continue to review redline PSA comments Byfield Holdings;
(AD) Continue setting up PSA and bid files;
(AD) Review emails; iv~~ ~ ~o

Revise Beta PSA and forward to ~ Parker for comment;

STATEMENT
Page: 31
08/25/2009 6476-2795M
11
HOURS
07/28/2009
HEG
DMC
(AD) Further review of Byfield redline changes to proposed purchase and sale agreement;
JGS
LGW
(AD) Index and file recent pleadings filed of record; ~ ~ (AD) searched fies and e-mails to pull Beta docume ts C!b db 8,00 requested by Ms. Wolf;
(AD) Receive and review extensive punch list for ''to do" items to get PSAs finished and get to the auction for BETA; begin work on list; (AD) Exensive due dilgence request for multiple documents and demand for explanations or summaries of each. Work on
0.90 1.00
382.50 225.00
2,200.00
225.00
0.60
0.90
LGW
LGW
request; (AD) Receipt and review of summaries of open issues on NAE

bid Begin to address issues; Check with CIPL to see when lift may occur. Continued discussion of Escopeta issues. Work on assumption and cure issues of summaries of open issues on (AD) Receipt and review tech Group I bid Continue to address issues; continued Poly discussion of access issues and Escopeta issues. Work on
337.50
0.90
337.50
LGW
LGW
assumption and cure issues. (AD) Work on executory contracts matter for Mr. Saunders.
Repeated Calls and emails. Conference call and drafting new list to satisfy him tech regarding new (AD) Discussion with Mr. Stanley for Poly tech to hold AK properties entity for Poly (AD) Additional requests for Redoubt UA and JOA from tech - Discussion of fact that there are no pref rights issues Poly because PERL has 100% working interest. Assignments questioned by Poly tech team; explanations given. (AD) Work with OCAR to help faciltate PSA. Call form Mr. Flavell and respond
0.90
337.50
337.50
112.50
0.90
0.30
LGW LGW
0.90 0.80
337.50
LGW LGW
300.00
(AD Receipt and review Aera's Objection to Beta Sale.

Discuss with Mr. Saunders and Mr. Marino. Decide what to do about MMS Trust account and Production Payment, pipeline other issues
0.90
337.50
LGW
(AD Discuss dividend restriction (CIPL) with Polytech attorneys.

Emphasize that buyer wil have P&A obligations because of the
guarantee provisions and RCA requirements. Provide Poly tech
with pertinent documents again
0.90
tech access
337.50 300.00
LGW LGW
(AD) Conference call with Joe Perkins and Poly
issues discussed and title matters addressed
0.80
(AD) Discussion with Mr. Marino regarding Aera Objections

STATEMENT
Page: 32
08/25/2009 6476-2795M
11
HOURS
and bonding issues for BETA. Calls and emails with Mr. Amber; review correspondence and drafts of documents form original deal to clarify
LGW
ACM
0.90 0.60
337.50 225.00 385.00 275.00
(AD) Continued discussion with Mr. Abelson regarding access

and pipeline concerns;
ACM ACM ACM

ACM ACM ACM ACM ACM ACM ACM
ACM ACM ACM ACM
(AD) Review various emails regarding Polytec PSA and comments; (AD) Emails to Ms. Wolf regarding Alaska title issues;
(AD) Conference call with Dewey team and Pearl team to discuss status of PSA changes for Group 1 assets;
0.70 0.50 0.90 0.50 0.50 0.40 0.50 0.50 0.40 0.30 0.80 0.20 0.30 0.20 0.40 0.90 0.90 0.80
0.20 0.30 0.70
495.00 275.00 275.00 220.00

275.00 275.00 220.00 165.00
(AD) Review emails from Mr. Tywoniuk regarding checklist and

closing items;
(AD) Follow-up discussion with Ms. Wolf regarding

assignments and ROW issues;
(AD) Various emails from Mr. Amber regarding Beta PSA;

(AD) Review and respond to issues concerning CIPL dividend restrictions; (AD) Follow-up with Mr. Sanders regarding objections filed in Bankruptcy Court;
(AD) Review Beta PSA changes; (AD) Follow-up with Mr. Amber on CIPL issues; (AD) Conference call with Mr. Perkins and Dewey Team
regarding ROW issues for Group 1;
(AD) Review Jim Arlington email on Corsair rentals;

(AD) Follow-up with Ms. Wolf on Aera's sale objecions;
(AD) Email 0 Mr. Sieichtor regarding Aera sales objection;

(AD) Review Corsair issues with Ms. Wolf;
HEG HEG HEG

DMC
DMC
440.00 110.00 165.00 110.00 220.00 346.50

346.50 308.00
40.00 60.00 154.00
(AD) Work on memorandum discussing proposed changes;

(AD) Revise Byfield redline changes to proposed purchase and sale agreement;
(AD) Review memorandum discussing proposed changes; (AD) Review various emails regarding bidding process and new bid drafts; \'~ y(ei
(AD) Update bid files; (AD) Conference with Ms. Wolf regarding same; (AD) Conference call with Dewey team and Pearl team to discuss status of PSA changes for Group 1 assets; (AD) Conference call with Mr. Perkins and Dewey Team regarding ROW issues for Group 2;
JGS
ACM
0.90
0.70
405.00
315.00
382.50
ACM
07/29/2009
HEG
(AD) Finalization of Byfield redline comments;
0.90

STATEMENT
Page: 33
08/25/2009 6476-2795M
11
HOURS
JGS
LGW LGW
(AD) Organized Beta documents located pursuant to Ms. Wolfs
request;
(AD) Call to confirm with DNR that rentals have been
paid-Corsair; emaH and call client and Poly tech.
2.00
0.80
550.00
300.00
337.50
LGW
tech on open issues; continue to (AD) Conference call with Poly discuss access issues and warranties; internal call with Mr. Tywoniuk and Mr. Amber. Discussion with Mr. Marino tech requiring (AD) Receive additional demand list form Poly assurances and ongoing warranties; discussion with BK counsel regarding impossibilty of client satisfying same; call to
Poly
0.90
LGW
tech to discuss; (AD) Participate in Lender PSA discussion with Mr. Marino and
Mr. Amber; Credit bid for Beta properties. Discussion of bonding and operational issues. Need for consents
0.60
225.00
337.50
0.90 0.70
LGW LGW
(BL) Conference call with MR. Saunders to finalize objections

filed to the Beta sale motion tech regarding transfer of (AD) Conference call with Poly insurance and possible option on CIPL share rather than purchase. Discussion of non-competes and offers of employment as well as continuation of tax issues discussion; discus valuation matters in light of transferability issues; tech AK (AD) Rework Schedule 6.2 per Mr. Tywoniuk for Poly
262.50
0.90
0.80 0.30
337.50 300.00 112.50
LGW
LGW
LGW
PSA (AD) Review, correct and furnish latest schedules and exhibits to BETA PSA for ERG per Robert Lynd at Lazard; (AD) Internal call with BK attorneys, Rutan and client regarding
Poly
tech demands and view toward alternative bidders. Discussion of pending matters and alternative resolutions if we
tech;
are to continue with Poly
0.80
300.00 262.50
LGW
(AD) Email inquiry form Phil Abelson regarding status of Escopeta rental payments Follow up with DNR attorney and Nan Thompson in AK. Report findings to Mr. Abelson.
0.70
LGW
(AD) Receive due dilgence request from Silver Point and

participate in conference call on same. Locate documents and send to Bingham; (AD) Continued schedule and exhibit modifications and document production for ERG/Lazard; (AD) Conference call on lender's PSA with debtor, Mr. Marino, Rutan and BK Counsel; explain mechanics of owning OCS leases in Pacific Region and consents required from predecessors in title;
0.70 0.50
262.50
187.50
LGW LGW
0.90
337.50
LGW
(AD) Locate, review and provide summary of CIPL Funding

STATEMENT
Page: 34 0812512009
6476-2795M
11
HOURS
Agreement for Poly
LGW
tech attorneys; discussion with Rutan regarding implications of assuming such agreement; (AD) Locate pertinent Beta documents and review Unit Agreement and Operating Agreement .Continued review of Operating Agreement for lenders' attorneys. Review of various MMS correspondence for lenders;
0.50
187.50
0.90 0.70
337.50
LGW
LGW
(AD) Discussion of ACE (surety) objection to BETA sale with

Mr. Marino and Mr. Saunders; (AD) Receipt of AK fee propert descriptions and revise exhibits and schedules to reflect more detaiL. Also add full
descriptions of easements and right of
262.50
ways to exhibits and
schedules;
LGW
0.90
337.50
(AD) Continued work on AK fee propert descriptions and descriptions of easements and right of ways in PSA to exhibits and schedules to counter objections of Union OiL. Check with Mr. Arlington to decipher some of the US Survey entries;
0.50 0.70 0.90
187.50
LGW
(AD) Receipt and review recent version of OCAR PSA and comment on schedules and propert issues. Draft new
language at request of debtor
(AD) Extended conference call with Poly
262.50
337.50
LGW
LGW
tech team to address
remaining issues; (AD) Additional questions about Schedule 6.2 assumed tech's demands and discuss with contracts. Revise per Poly
ACM
debtor (AD) Review and respond to various emails regarding Polytec

PSA for Alaska assets; (AD) Conference with Ms. Wolf regarding outstanding title
0.50 0.40 0.50 0.80

0.40 0.20 0.50 0.70 0.80 0.50 0.60
275.00
220.00 275.00 440.00
ACM ACM ACM ACM ACM
issues; (AD) Conference call with internal PERL and attorneys concerning Polytec PSA for Group 1 assets: (AD) Review reply to objections to Beta sale; (AD) Follow-up emails regarding lendees' issues for Alaska assets;
(AD) Follow-up email with Mr. Litvak on conference with lender
220.00
110.00 275.00
issues;
ACM ACM
ACM ACM ACM
(AD) Various emails with Ms. Parker and Ms. Wolf;
(AD) Confernece call with Bingham, Skaddon, PERL

representatives to discuss Beta PSA; (AD) Various emaHs to Mr. Sanders regarding Beta sales
385.00
objections;
(AD) Follow-up discussions with Ms. Wolf;
(AD) Review PSA for Pacific Offshore Properties;
440.00 275.00 330.00

STATEMENT
Page: 35
08/25/2009 6476-2795M
11
HOURS
HEG HEG HEG
(AD) Review of Byfield redline comments to purchase and sale
agreement; (AD) Finalization of accompanying memorandum to PSA; (AD) Finalization and review of Byfield redline comments to
purchase and sale agreement and finalization of accompanying
0.90 0.90
346.50 346.50
154.00
memorandum;
ACM
0.40 0.80
0.90 0.70 0.30
0.90
(AD) Conference call to discuss Beta PSA with Bingham,
ACM
Skaddon, PERL representatives; (AD) Continue to prepare emails to Mr. Mr. Sanders regarding
Beta sales objections;
360.00
ACM
(AD) Review OCM changes;

(BL) Continue with review of PACER; (AD) Review revised schedules for Group i PSA and comment;
emails to Rutan attorneys to discuss and continue revisions
405.00 315.00
67.50
337.50
07/30/2009
DMC LGW
LGW
(AD) Participate in Lender PSA discussion and call and

suggest revisions. Continue to respond to due diligence requests in light of auction next day
0.90 0.90 0.60 0.80
337.50
337.50 225.00 300.00 337.50
LGW
(AD) Continued revisions to OCAR PSA in light of discussions

with Union. Continue discussion of access issues for Group I and possible solutions. (AD) Continued work and calls on issues for Lender PSA. tech Schedule 14.12; (AD) Review changes to AK Group i Poly Receive new cure amounts from Mr. Tywoniuk and conform
and update
LGW LGW
LGW LGW
(AD) Clarify questions on auction process for BETA re ERG bid and Respond to Lazard;
0.90 0.90 0.90

0.70 0.40 0.80
(AD) Fumish additional due dilgence requested materials to

ERG And address various issues for Lazard and potential purchaser; address OCS issues in Pacifc Region; tech PSA Beta bid (AD) Receive additional changes to Poly and rework Various schedules with Rutan attorneys. Draft new language for various Provisions;
tech; (AD) Locate ROC/PERL Joint defense agreement for Poly
337.50 337.50
LGW
LGW
discuss with Mr. Amber and Mr. Abelson to determine that such
is not relevant for Polytech purposes;

LGW LGW
(AD) Review Chevron contracts - contract for upcoming lift; tech Beta PSA (AD) Receipt and review new revisions to Poly and comment;
262.50 150.00
300.00
LGW
(AD) Receive notice of Marathon assignment of assets into

Marathon Alaska entity; Discuss with drafting parties and

STATEMENT
Page: 36
08/25/2009 6476-2795M
11
LGW LGW
determine how to handle (AD) Participate in BETA conference call;

(AD) Review letter from UNOCAL attorneys regarding TB facilties issues and respond; Discuss with Mr. Arlington and Mr. Tywoniuk and determine course of action; (AD)Receive email from Kathy Black regarding Memoranda of Assignments and Farmout Letter Agreement and need to refile with recording districts. Forward message to Mr. Marino and Debtor;
HOURS 0.60 0.80
225.00 300.00 300.00
0.80
LGW
0.60
225.00 337.50
337.50 337.50
LGW
LGW
(AD) Continue intensive work on schedules and exhibits to

BETA PSAs - Polytec ,OCAR
0.90 0.90 0.90 0.50 0.50 0.60

DAD
(AD) Continue intensive work on schedules and exhibits to

BETA PSAs - polytec ,OCAR (AD)Conference call regarding BETA PSAs - Polytec, OCAR Review and respond to various emails on the ERG revisions to PSA and offer for Beta Unit; (AD) Conference with Ms. Wolf regarding Alaska issues in the Corsair;
LGW ACM
ACM ACM ACM ACM ACM ACM ACM ACM ACM DMC ACM
275.00
275.00
330.00 220.00 385.00 275.00 440.00 275.00 385.00
(AD) Conference call with Dewey Team and Mr. Perkins

(AD) Detailed email to Dewey Team and Mr. Sieichier
regarding CSLC P/L ROW;
regarding Kitchen Lights Unit; (AD) Follow-up with Mr. Anilor concerning PSA for lenders;
(AD) Various emaHs regarding Beta PSA; (AD) Conference call with Dewey and PERL teams;
(AD) Conference call with Ms. Wolf on deal points and ERF;
0.70 0.50 0.80 0.50 0.70

0.40 0.70
(AD) Review OCAR Group 2 assets; (AD) Emails regarding CSLC lease and the new lease to SPBPC; (BL) Continue review, index and file pleadings; Uo..o:~.:miuev~~~' (AD) Conference call with Dewey Team and Mr. Perkins
regarding Kitchen Lights Unit;
220.00 140.00
270.00
0.60
07/31/2009
DMC HEG
Review of PACER and index/file pleadings;\lp. ~~lldQu 1.90

Review of portion of memorandum relating to purchase and \'
427.50
212.50
LGW
LGW
sales agreement; (AD) Receive and review email from MR. Wassner regarding BET A production payments. Send memo and scans of AERA, Noble, SWEPI reservations of production payments and follow-up with call; (AD) Continued discussion of BETA obligations - MMS trust
0.50
0.90
337.50

STATEMENT
Page: 37
08/2512009 6476-2795M
11
HOURS
agreements and requirements of consents; bonding issues;
0.90
0.90 0.80 0.90 0.90
0.90
0.90 0.90
337.50
337.50
LGW (AD) Conference call with Polytec lawyers to explain SPBPCo

regulatory issues and need to contact CSLC because permits are not transferable;
LGW (AD) Discussions with BK counsel regarding provisions of

OCAR PSA and need to coordinate properties and revisions so
as to not impinge upon Group I assets; LGW (AD) Receipt and review new NAE PSA and begin revisions; LGW (AD) Revise schedules and exhibits for NAE PSA; LGW (AD) Work on contract matters and cure amounts for NAE PSA
and conference with Mr. Arlington regarding ROW issues
300.00 337.50 337.50
337.50
337.50 337.50 300.00 337.50 337.50 300.00 330.00 385.00 330.00 165.00 165.00 385.00 275.00 220.00
LGW (AD) Discussion of DNR ROW assignments and unpaid

bonding issues. Work with agency to cure;
LGW (AD) Draft seismic agreement exhibit and crosscheck; LGW (AD) Review revisions of NAE PSA with Ms Parker on
conference calL. Review asset list with Mr. Amber and Mr. Arlington;
0.80
LGW (AD) Work with Mr. Arlington and Long Beach offce on MMS
royalty computation for cure amount;
LGW (AD) Revisions to exhibits for Group II PSA; LGW (AD) Add language to reflect Marathon agreement and slot
exchange. Rework PSA text and exhibits to reflect same;
0.90 0.90 0.80 0.60 0.70 0.60 0.30 0.30 0.70 0.50 0.40
ACM Review and respond to various emaHs on Beta PSA; ACM Review schedules for Beta PSA; ACM Conference with Ms. Wolf in Mustra assets; ACM Follow-up with Ms. Pentar on changes to PSA; ACM Review list of priority items; ACM Follow-up with New Alaska PSA issues; ACM Various emails regarding MMS/BLM royalty calculations; ACM Follow-up with Ms. Wolf concerning New Alaska PSA;
TOTAL FEES:
RECAPITULATION HOURS
HOURLY RATl;
541.70
219.171.00
TIMEKEEPER Diane M. Castle Anthony C. Marino Joan Guidry Seelman Paul J. Goodwine Lynn G. Wolf
Emile J. Dreuil. ILL
Herman E. Garner, Jr.
36.40 145.90 16.90 0.40 325.30 4.20 12.60
$210.78 541.30 259.05 385.00 375.00 225.00 401.51
IOTAL $7,672.50 78,975.00 4,378.00 154.00 121,987.50 945.00 5,059.00

STATEMENT
Page: 38
08/25/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 11
588.72
Research Services (Pacer, 24493j
Federal Express (24532)
72.91
661.63
$492,227.81
TOTAL EXPENSES: THRU 07/31/2009

PREVIOUS BALANCE
TOTAL CURRENT WORK:
219,832.63
08/13/2009 08/13/2009 08/13/2009 08/13/2009

08/13/2009
Payment Received on Statement No.6, Check No. (Trust Acct.) 5381 Payment Received on Statement No.4, Check No. (Trust Acct.) 5381 Payment Received on Statement No.4, Check No. (Trust Acct.) 5381 Payment Received on Statement No.7, Check No. (Trust Acct.)
-32,539.25 -1,133.86 -41,095.00

-147.00
-680.38
-66,612.21 -193.00 -833.72 -76,785.98 -2,681.41 -74,567.42
5382
Payment Received on Statement No.7, Check No. (Trust Acct.)
5382
08/13/2009
08/13/2009 08/1312009 08/13/2009 08/17/2009 08/17/2009
Payment Received on Statement No.7, Check No. (Trust Acct.)
5382
Payment Recived on Statement No.8, Check No. (Trust Acct.) 5382 Payment Recived on Statement No.8, Check No. (Trust Acct.) 5382 Payment Received on Statement No.8, Check No. (Trust Acct.) 5382 Payment Received on Statement No.9, Check No. 5383 Payment Received on Statement No.9, Check No. 5383
TOTAL PAYMENTS
BALANCE DUE:
-297,269.23
$414,791.21
Page: 37
08/24/2009 6476-2795M
11
agreements and requirements of consents; bonding issues;

LGW
HOURS 0.90
337.50 337.50 300.00 337.50 337.50 337.50
1462
(AD) Conference call with Polytec lawyers to explain SPBPCo

regulatory issues and need to contact CSLC because permits are not transferable;
0.90
1462
LGW
(AD) Discussions with BK counsel regarding provisions of

OCAR PSA and need to coordinate properties and revisions so
LGW LGW LGW LGW
as to not impinge upon Group I assets; (AD) Receipt and review new NAE PSA and begin revisions;
(AD) Revise schedules and exhibits for NAE PSA;
0.80 0.90 0.90
1464
146E
146
1467 1468 146S
(AD) Work on contract matters and cure amounts for NAE PSA
and conference with Mr. Arlington regarding ROW issues
0.90
0.90 0.90
(AD) Discussion of DNR ROW assignments and unpaid

bonding issues. Work with agency to cure;
LGW LGW
(AD) Draft seismic agreement exhibit and crosscheck; (AD) Review revisions of NAE PSA with Ms Parker on
conference calL. Review asset list with Mr. Amber and Mr. Arlington; (AD) Work with Mr. Arlington and Long Beach offce on MMS
337.50 337.50
300. 00
0.80 0.90 0.90
147C
LGW
royalty computation for cure amount;
lGW
LGW
ACM ACM ACM ACM ACM ACM ACM ACM
(AD) Revisions to exhibits for Group II PSA; (AD) Add language to reflect Marathon agreement and slot exchange. Rework PSA text and exhibits to reflect same; Review and respond to various emails on Beta PSA; Review schedules for Beta PSA; Conference with Ms. Wolf in Mustra assets; Follow-up with Ms. Pentar on changes to PSA;
337.50 337.50 300.00

330. 00
1471 1472
Review list of pnority items; Follow-up with New Alaska PSA issues;
Various emaHs regarding MMS/BLM royalty calculations; Follow-up with Ms. Wolf concerning New Alaska PSA;
TOTAL FEES:
RECAPITULATION
$210.78 541.30 259.05 385.00 375.00 225.00 401.51
0.80 0.60 0.70 0.60 0.30 0.30 0.70 0.50 0.40
385.00 330.00 165.00 165.00 385.00 275.00 220.00
1472 1553 1554

155E
155 1557 1558 155S

156C
541.70
219,171.00
TIMEKEEPER Diane M. Castle Anthony C. Marino Joan Guidry Seelman Paul J. Goodwine Lynn G. Wolf
Emile J. DreuH, ill
HOURS 36.40 145.90 16.90 0.40 325.30
HOLlRl Y RATE
Herman E. Garner, Jr.
4.20 12.60
IOTAL $7,672.50 78,975.00 4,378.00 154.00 121,987.50 945.00 5,059.00
Page: 38
08/24/2009 OUR FILE NO: 6476-2795M
STATEMENT NO: 11
Research Services (Pacer, 24493)

Federal Express (24532)
TOTAL EXPENSES: THRU 07/31/2009

PREVIOUS BALANCE
588.72 72.91 661,63

$492,227.81
2S 2S
TOTAL CURRENT WORK:
219,832.63
$712,060.44
BALANCE DU E:
Schully, Robertsi Slattery & Marino

Check Request
Date:
Payable to:
Julv 10. 2009
Pacer
1342.96
Amount:
Desen ption/Purpose:
File Number:
Requesting Attorney
Research
See Below
AEH
ReQular BillnQ
Time/Date Needed:
Approved by:
Comments: 1300.3: 1221.44; 5613: 121.52
~
OOO-ccckrcquest.doc
PACER QUARTERLY STATEMENT/IVOICE

LOGIN ID:
BILLING DATE:
SR004
07/06/2009 04/01/09 to 06/30/09
1
Elbetb A. Drescber
Schuny, Robert & Slattry
BILLING CYCLE:
PAGE:
50585-7800
PAYMNT INSTRUClIONS
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we do not hea from you and your account becomes delinquent, you are We must hea from you no later than 08/03/2009. If subject to having the account disabled. The address below is for payments only. All other correspndence including addrss changes should be directed to the PACER Service Center, P.O. Box 780549, San Antonio, TX 78218. If you have any questions regarding this statement, you may contact the PACER Service Center at (800)676-6856 or (210)301-6440.
ACCOUNT SUMMY
Number of
Dial-Up PACER Transactions:
o
S 0.60 1 Minute 00:00:00
Dial-Up PACER Bi1ing Rate: Dial-Up PACER Total Time:

Dial-Up PACER Chares;
Number of PACER-Net Trasactions :
$0.00
2607
PACER-Net Biling Rate: PACER-Net Total Web Pages;

PACER-Net Chares:
$ 0.08/ Page
16787
$1342.96
Previous Balance:
Current Charges:
SO.OO
$1342.96
L Total Amount Due:
$1342.96 )
PACER QUARTERLY STATEMENT/INVOICE

LOGIN ID:
BILLING DATE:
SR004
07/0612009 04/01109 to 06/30/09 2
CLIENT
EUiabetb A. Drescher
Sdully, Robem & Slattery
BILLING CYCLE:
PAGE:
DATE
50585-7800
TIM IN/ TOTAL TIME

PACER-NET TRANSACTIONS
I 12
NUM TRANS TOTAL PAGES

I
UNITED STATES PARTV/CASE INDEX
05/0600 7604.2839/AMH
05/07/2009 I
04/01/2009 6476.279S 04/02/2009 1997.6210 04103/2009 9999.00IS/AMH 04106/2009 6476.2795 04/07/200 6476.27951DMC 04/071009 960.2830 JGS 04/07/2009 SARATOGA BANK. 04/08/2009 9999.00 i 5 04/081200 HARVeST BANKRUPTCY 04/09/2009 04/13/2009 9999.00IS/AMH 04/14/2009 6476.2795IDMC 04116/2009 6476.279S/DMC 04117/2009 9999.001 S/AMH 04/21/2009 6476.279SIDMC 04/21/2009 760.2839/AMH 04/22/009 7604.2839/AMH 04/22/009 9999.00 IS 0412/200 1997.27700lAMH 04/24/2009 6476.2795/DMC 04/24/2009 7604.2839 04/24/2009 HARVEST BANKRUPTCY 04/27/2009 1994.2718 0412/2009 6476.2795/DMC 04/28/2009 1994.2718 04/28/2009 6476.2795/DMC 0412/2009 7604.2839 04/29/2009 1994.2718 04/30/2009 1997.2770 04130/2009 9999.00 I 5 04130/2009 9999.ooI5/AMH 05/01/2009 1997.2770 OS/01/2009 9999.0015 05/04/2009 9999.0oo7/AMH 05/04/2009 9999.0015 05/04/2009 9999.0015/AMH 05/05/2009 9999.0007/AMH 05/05/2009 9999.0015/AMH 05/061200 I 997.27701AMH 05/061009 1997.2844
997.2844/AMH
i 2
I I
12
I
2
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2
I
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2
1 I I I I 1
2
3
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3
2 3
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3
2
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3 2 2
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OS/08/2009 6476.2795/DMC 05/08/200 7S992360 05/11/200 6476.2795IDMC 05/11/2009 7599-2847 05111/2009 7599.2847 05/11/200 7599.2847/AMH 05/11/2009 7604.2839/AMH 0511212009 05/1212009 6476.279SIDMC 05/121200 9999.001 S 05/121200 9999.001 S/AMH
05/13/2009
05/08/200
2
2
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CHECK
DATE DESCRIPTON
INVOICE #
AMUNT DEDUCTION
NET AMOUNT
Federal Express
07/16/09 Express Delivery 07/23/09 Express Delivery
926413762 927231017
170.27 209.63
170.27 209.63
CHECK DATE
CONTOL NUMBER
07/31/09
- ~.
-
24532 TOTALS
- .- - . _. - -_. ."
Gross:
379.90 Ded:
--- - _._-
0.00 Net:
379.90
--~ -_._- _._- ....,

24532
JPGA CHASE BAK, lf..
BATON ROUE; LOUISIA 7081

A PROFESIO LAW CORPORATIN
OPERAnNG ACCUNT 1100 POYDRA Sf $T18O
NEW ORLNS. LA
8413-
Ptl. 50180
70163
DATE
CHCK
AMNT
****$379.90
1
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07/31/09
PAY
*** THREE HUNDRED SEVENTY-NINE & 901100 DOLLARS
J
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TO niE
ORDR
OF
Federal Express P. O. Box 660481
Acct 142224917
Dallas TX 75266-0481
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SCHULLY, ROBERTS, SLATTRY a MARINO. A PROFESSIONAL LAW CORPORATION. OPERATING ACCOUNT
24532
~DI ai 1+e00328-304 ww.deluxerorm.c;m
CHECK REQUEST
Date:
Payable to:
July 27, 2009

Federal Express
Amount:
209.63
Express Delivery
Description/ Purpose:
File Number:
See Below
Requesting Attorney: AEH

Time/Date Needed: Regular Biling
Approved by:
Comments: 1300.3: 197.20; 5690.1: 12.43
Fex,
Billng Addres:
SCHULLY ROBERTS 8. SLATTERY
Invoice Number
9-272-31017
Invoice Date
JuJ 23, 2009
Account Number
1422-2491-7
FedExTax 10: 71-0427007
Page
10f5
Shippill Addres:
SCHULLY ROBERTS 8. SLATTERY
142224917142224917U 1100 POYDRAS ST STE 1800 NEW ORLEANS LA 70163-1800
1100 POYDRAS ST STE 1800 NEW ORLEANS LA 70163-1800
Invoice Question? Contact FedEx Revenue Services

Phone: (80) 622-1147 M-Sa 7-6 ICST)
Invoice Summary Jul 23. 20

FedEx Express Services
Fax: (800) 548-3020 Internet ww.fedex.com
Transportation Charges
Base Discount Bonus Discounts
Special Handling Charges

Return Surcharges
Total Charges
TOTAL THIS INVOICE

You saved $2.26 in discounts this period I
USB $2.6
USD $209.63
215.15 -12.47 -10.79 8.74 9.00
Shipments included in this invoice received an earned discount If you would like to know how it was calculated, please go to the following URl:
https:!!wi.fedex.com/famedDiscounts/.
Other discounts may apply.
;; !! ~ := ~ -
Invoice Number
9-272-31017
Invoice Date
Jul 23 2009
Account Number
1422-2491-7
~E~ Express Shipment Detil By Payor Type (Original) .
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Automatin
T racing ID
Servce Type
796ml89 V
fedEl 20ay
INET /
.k
Joan Seelman SCHUU Y, ROBERTS, SLATTERY, JA
Il
Kay Bonura
1001 OCHSNER BLVD STE 20
LLOG Exloration Company. LL
Package Type
Zone
02 .
1
Customer Packaging
1100 POYDRAS STREET
NEW ORLEANS LA 70163 US
Packages
Actual Weight
COVINGTON LA 70 US
3.0Ibs.I.4kgs
10.0 lbs, 4.5 kgs
Jul16, 20 00:13
Transporttion Charge
Rated Weight
Deliered
Svc Area
Signed by
Autoatin Bonus Discount
14.00
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OO0980L
A2 R.HEAD
Fuel Surcharge
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Automatn
Tracking 10
INET /
796179320
FedEx Standard Overnight
Il
Kathleen L Doody II 00 Poydras Stroot
Service Type
Package Tvpe
Scliully, Robart, Slattry

NEW ORLEANS LA 70163 US
ll
i. Robert Boudreaux
Terrebonne Parish C1rkofCou

7856 Main StrlilJ
HOUMA LA 70361 US
FedEx Pak
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1.0 lbs. 0.5 kgs Jul 16, 200 09:27
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Adult
l6.10 ::
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Tracking ID 79n9321553 Oene1a Fisher

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Rated Weight 1.0 Ibs. 0.5 kgs
Autmation INET / ~
Service Type FedEl Pnori Overnight Schul/y. Robert, Slattry
Erika Fredericks Johnson
Zone 06 NEW ORLEANS LA 70163 US

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Package Type FedEl Pal ll00 Poydras Street
Womble Cai1le Sandridge & Ric

222 DELAWARE AVE STE 1501
WilMINGTON DE 19801 US
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Vernon H. Rodnques Lafourche Parsh Cleri of Cour

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Kallleen L Dood
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Schul, Robert, Slat
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i. Robert Boudreaux Terrebonne Pansh Cleri of Cou
Kallleen L Doody Schully, Robert, Slattry

1100 Poydras Stret
FedEx Envelope
7856 Main Street
Zone
HOUMA LA 7031 US
Transportion Charge
NEW ORLENS lA 70163 US

13.95
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8K
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NEW ORLES LA 70163 US
Transportion Charge
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$2.63
0154231
IN THE UNITED STATES BANKRUPTCY COURT
In re: )
STATE OF DELAWARE )
) ss:
FOR THE DISTRICT OF DELAWARE

Chapter 11
) )
PACIFIC ENERGY RESOURCES LTD., et al., i )
I)ebtors. )
Case No. 09-10785 (KJC) (Jointly Administered)
AFFIDAVIT OF SERVICE
COUNTY OF NEW CASTLE )

Kathleen Forte Finlayson, being duly sworn according to law, deposes and says
that she is employed by the law firm of
Pachulski Stang Ziehl & Jones LLP, attorneys for the
Debtors in the above-captioned action, and that on the 10th day of September, 2009 she caused a
copy of
the following document(s) to be served upon the parties on the attached service lists in
the manner indicated:
Notice and Fee Application of Schully, Roberts, Slattery & Marino PLC as Special Oil and Gas and Transactional Counsel for the Debtors for the Period
July 1-31,2009
DEBR L. YOU
NOTARY PUIC
Notary Public
Commission Exp.:
DOCS_DE: 14743 i.
Wi li~i~_. 16.::11
STATE Of DELAWAA
'(r
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 the Debtors is III W. Energy, Inc. (9487); and Gotland Oil, Inc. (5463). The mailng address for all of
i The Debtors in these cases, along with the last four digits of each of
Ocean Boulevard, Suite 1240, Long Beach, CA 90802.
Pacific Energy Resources Ltd. Fee App Service List

Case No. 09-10785
Document No. 147432
Hand Delivery
(Counsel to Offcial Committee of
Unsecured
03 - Hand Delivery
06 - First Class Mail
Creditors) David B. Stratton, Esquire James C. Carignan, Esquire Pepper Hamilton LLP
Hercules Plaza, Suite 1500
01 - Interoffice Pouch
1313 Market Street Wilmington, DE 19899
(Counsel for Debtors) Laura Davis Jones, Esquire James E. O'Neil, Esquire Kathleen P. Makowski, Esquire Pachulski Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor
First Class Mail (Debtors)

Mr. Gerry Tywoniuk Senior Vice President & CFO Pacific Energy Resources
111 We. Ocean Boulevard, Ste 1240
P.O. Box 8705 Wilmington, DE 19899-8705
Long Beach, CA 90802
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(Counsel for Debtors) Robert M. Saunders, Esquire Ira D. Kharasch, Esquire Scotta E. McFarland, Esquire Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 11 th Floor
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Mr. Scott W. Winn Senior Managing Director Zolfo Cooper
1166 Sixth Avenue, 24th Floor
New York, NY 10026

(via First Class Mail) (The Fee Auditor)
Warren H. Smith
Los Angeles, CA 90067

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Lockbox 35
Warren H. Smith & Associates, P.C. Republic Center

325 N. St. Paul, Ste 1250
Dallas, Texas 75201
Wilmington, DE 19801
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Parcels, Inc.
Vito i. DiMaio 230 N. Market Street Wilmington, DE 19801
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(Counsel to Official Committee of
Unsecured
Creditors) Francis J. Lawall, Esquire Pepper Hamilton LLP 3000 Two Logan Square Eighteenth & Arch Streets Philadelphia, P A 19103
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(counsel to Offcial Committee of Unsecured Creditors) Filiberto Agusti, Esquire
Steven Reed, Esquire
Joshua Taylor, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue NW Washington, DC 20036
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Robbin Itkin, Esquire Katherine Piper, Esquire Kelly Frazier, Esquire Steptoe & Johnson LLP the Stars, 28th Floor 2121 Avenue of Los Angeles, CA 90067
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IN THE UNITED STATES BANUPCY COURT

FOR THE DISTRICT OF DELAWAR

PACIFIC ENERGY RESOURCES LTD., et at., 2 )

Deadline for Objections: ~,2009 at 4:00 p.m. prevailng Eastern time

Retention of Schullv. Roberts. Slatterv & Manno PLC

Summarv of Services Rendered

$219,508.50 due for fees.

a single category related to the Firm's role as Special

Oil & Gas and Tranactional Counsel for

responded to direct creditor inquiries regarding condu'bt of

Debtor's ongoing business, including

properties previously held or servced by Debtors; (5) worked extensively on possible

and sale agreements.

and bonding obligations; (4) worked to faciltate the

Fees: $3,177.50 Hour: 6.30

,the fee applications of the Firm as well as

Local Rule 2016-2.

PRIOR APPLICATIONS FILED

Debtors by the lawyrs and parprofessional of SRSM

My Commission Expires at Death

IN THE UNITED STATES BANKRUPTCY COURT

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

NOTICE OF FILING OF FEE APPLICATION

Establishing Procedures for Interim Compensation and Reimbursement of Expenses for

Time) on September 30,2009 (the "Objection Deadline").

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

at 4:00 p.m. prevailng Eastern time,

(the "Committee"), (1) Steptoe & Johnson LLP, 2121 Avenue of

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

address for all of

wil be considered by the Bankptcy Court at such hearing.

the Bankruptcy Court.

Dated: September 10, 2009

PACHULSKI STANG ZIEHL & JONES LLP

Robert M. Saunders (CA Bar No. 226172)

smcfarlandCfpszi law .com rsaundersCfpszi law .com

Counsel for Debtors and Debtors in Possession.

SCHULL Y, ROBERTS, SLATTERY & MARINO

Pacific Energy Resources, Ltd. 111 W. Ocean Blvd. Suite 1240

Long Beach CA 90802

08/25/2009 OUR FILE NO: 6476-2806M

Appeal: Beta Bonding to IBLA

0.30 0.20 1.00

TIMEKEEPER Anthony C. Marino Emile J. Dreuil, "'

HOURS 0.50 0.50

HOURLY RATE $450.00 225.00

TOTAL CURRENT WORK:

08113/2009 08113/2009 08113/2009 08113/2009 08/13/2009 0811312009 08/1312009

-180.00 -20.34 -607.50 -100.00 -118.25 -72.06 -8,534.00 -9,632.15

SCHULLY, ROBERTS, SLATTERY & MARINO

Pacific Energy Resources, Ltd.

08/25/2009 OUR FILE NO: 6476-2806M

SCHULL Y, ROBERTS, SLATTERY & MARINO

1100 POYDRAS STREET, SUITE 1800 NEW ORLEANS, LA 70163-1800

Intcnial Revenue Service

Pacific Energy Resources, Ltd. 111 W. Ocean Blvd. Suite 1240

Long Beach CA 90802

OUR FILE NO: STATEMENT NO:

0.50 0.30 0.90 0.90 0.90 0.90 0.90 0.90

(AD)Receipt and preliminary review of 2nd Supplemental Due

LGW LGW LGW LGW LGW

337.50 337.50 337.50 337.50 337.50

0.90 0.90 0.90 0.90 0.90